Settlement Agreement

I. INTRODUCTION

1. Staff of the Mutual Fund Dealers Association of Canada (“Staff”) and the Respondent, Edgar Donald Wilcott (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 by the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1.

II. 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 Mutual Fund Dealers Association of Canada (“MFDA”):
   1. between August 2010 and October 2016, the Respondent altered, and used to process transactions, 180 account forms in respect of 81 clients by altering information on the account forms without having the client initial the alterations, contrary to MFDA Rule 2.1.1; and
   2. between January 2010 and April 2016, the Respondent obtained, possessed, and in some instances, used to process transactions, 286 pre-signed account forms in respect of 74 clients, 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 in the employ of or associated with a Member of the MFDA for a period of 1 year from the date this Settlement Agreement is accepted, pursuant to section 24.1.1(e) of MFDA By-law No. 1;
   2. the Respondent shall be prohibited from acting as a branch manager or in a supervisory capacity with a Member of the MFDA for a period of 2 years from the date this Settlement Agreement is accepted, pursuant to section 24.1.1(f) of MFDA By-law No. 1;
   3. the Respondent shall pay a fine in the amount of $20,000, pursuant to section 24.1.1(b) of MFDA By-law No. 1, in instalments as follows:
      1. $2,500, in certified funds, upon acceptance of this Settlement Agreement;
      2. $2,916.66, in certified funds, on or before January 31, 2019;
      3. $2,916.66, in certified funds, on or before February 28, 2019;
      4. $2,916.66, in certified funds, on or before March 29, 2019;
      5. $2,916.66, in certified funds, on or before April 30, 2019;
      6. $2,916.66, in certified funds, on or before May 30, 2019;
      7. $2,916.70, in certified funds, on or before June 28, 2019;
   4. the Respondent shall pay costs in the amount of $2,500 in certified funds upon acceptance of this Settlement Agreement, pursuant to section 24.2 of MFDA By-law No. 1; and
   5. 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”.

III. AGREED FACTS

Registration History

7. The Respondent was registered in the mutual fund industry commencing in June 2003.
8. From November 2009 to November 2, 2018, the Respondent was registered in Nova Scotia as a mutual fund salesperson (now known as a Dealing Representative) with Equity Associates Inc. (“Equity”), a Member of the MFDA.
9. From July 2010 to March 2017, Equity designated the Respondent as a branch manager.
10. At all material times, the Respondent conducted business in the Halifax, Nova Scotia area.
11. On November 2, 2018, the Respondent resigned from Equity and the mutual fund industry in response to the matters that are the subject of this Settlement Agreement and this proceeding.
12. The Respondent is not currently registered in the securities industry in any capacity.

Altered Forms

13. Between August 2010 and October 2016, the Respondent altered, and used to process transactions, 180 account forms in respect of 81 clients by altering information on the account forms without having the client initial the alterations.
14. The altered account forms consisted of fund order entry forms.

Pre-Signed Account Forms

15. Beginning in January 2013, Equity’s policies and procedures prohibited its Approved Persons from using pre-signed account forms.
16. Between January 2010 and April 2016, the Respondent obtained, possessed, and in some instances, used to process transactions, 286 pre-signed account forms in respect of 74 clients.
17. The pre-signed account forms consisted of fund order entry forms.

Additional Facts

18. On March 23, 2017, Equity placed the Respondent under close supervision.
19. On March 31, 2017, Equity issued a warning letter to the Respondent concerning the conduct described above. Equity also imposed a $20,000 fine on the Respondent and removed his designation as a branch manager.
20. There is no evidence that the Respondent received any financial benefit from engaging in the conduct described above other than the commissions or fees he would ordinarily be entitled to had the transactions been completed in the proper manner.
21. There is no evidence of client loss or lack of authorization.
22. The Respondent has not previously been the subject of MFDA disciplinary proceedings.
23. 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.

IV. ADDITIONAL TERMS OF SETTLEMENT

24. 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.
25. 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. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure.  If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at www.mfda.ca.
26. 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.
27. 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 contraventions described in this Settlement Agreement. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any 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.
28. 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.
29. 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.
30. The Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement. An electronic copy of any signature shall be effective as an original signature.