Re: Re Publication of Proposed IIROC Dealer Member Plain Language Rule Book

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1 Via May 12, 2017 Darshna Amin Senior Counsel, Member Regulation Policy Investment Industry Regulatory Organization of Canada Suite 2000, 121 King Street West Toronto, Ontario, M5H 3T9 Market Regulation Ontario Securities Commission 19th Floor, Box Queen Street West Toronto, Ontario, M5H 3S8 Dear Sirs/Mesdames: Re: Re Publication of Proposed IIROC Dealer Member Plain Language Rule Book We are writing in response to a request for comments on the Investment Industry Regulatory Organization of Canada ( IIROC ) Notice Re Publication of Proposed IIROC Dealer Member Plain Language Rule Book ( PLR Project ) published on March 9, 2017 ( Proposed PLR Rule Book or Notice ). This letter is submitted on behalf of RBC Dominion Securities Inc. (both the Institutional and Retail divisions) and RBC Direct Investing Inc., an order execution-only firm (collectively RBC or we ). We appreciate the opportunity to provide our comments related to the Proposed PLR Rule Book. We are pleased that IIROC has made changes to the Proposed PLR Rule Book in response to industry comments as well as to further reduce administrative burden such as by removing the premarketing certificate for Dealer Members when acting as an underwriter and the research report annual certification requirement. RBC has also assisted with the preparation of the Investment Industry Association of Canada s ( IIAC ) comment letter and we support the comments provided by IIAC on behalf of its members. In addition to our comments to the amendments outlined in the Proposed PLR Rule Book, we have also reiterated some of the comments raised in our letter of July 7, 2016 in response to the previous version of IIROC s PLR Rule Book which was published in March (the Previous Publication ). General Comments We continue to regard the PLR Project of consolidating existing rules into a single IIROC Rule Book as a unique opportunity for the regulator and registrants to review the existing regulatory framework in its entirety 1 IIROC Notice Re-Publication of Proposed IIROC Dealer Member Plain Language Rule Book. 1

2 with a focus on core requirements applicable to Dealer Members. The PLR Project has introduced a number of substantive changes to existing Dealer Member Rules and proposed new requirements in various publications of the IIROC Rulebook. We remain concerned that IIROC has not published corresponding guidance to these changes (e.g. new registration requirements). While we recognize that IIROC is in the process of reviewing existing guidance in the context of the PLR Project, we encourage IIROC to prioritize the publication of new or revised guidance as part of the implementation of the final PLR Rulebook. In addition, for changes that are substantive, we believe that IIROC should consider an appropriate transition period to allow industry consultation and development of implementation plans (e.g. supervisory, policy or system changes). Specific Comments Definitions Rule 1201(2) defines person as including an individual s heirs, executors, administrators or other legal representatives. We suggest that IIROC consider excluding individual s heirs from the definition of person. An individual s heirs could include, for example, one of several beneficiaries under a will or another person in a position to inherit from an estate (e.g., in the context of the deceased dying intestate), but who does not have legal authority to act on behalf of the estate. Such change would be consistent with the definition of person under the Ontario Securities Act 2. Managing Significant Areas of Risk Rule 1502(3) proposes that the Executive s or Executives responsibility in managing significant areas of risk must include in their review and approval of any compliance policies and procedures relating to their significant area of risk. Clarification is required regarding the expectations related to the review and approval of any compliance policies and procedures. In the response to comments to the Previous Publication, we note that IIROC advised only substantive changes to policies and procedures would require Executive review and approval. We recommend that IIROC consider revising section 1502(3) to reflect its intention related to the materiality threshold for policies and procedures or publish guidance to Dealer Members given that IIROC Rule 1500 is new requirement. We also suggest that the reference to policies and procedures not be limited to compliance policies and procedures, for consistency with other rules. Associate Portfolio Manager and Portfolio Manager Approval As indicated in the Previous Publication of the PLR Project, IIROC has re-introduced Associate Portfolio Manager and Portfolio Manager as formal categories of approval for individuals providing discretionary management for managed accounts. Additionally, IIROC has proposed amendments to the proficiency and experience requirement for both Associate Portfolio Manager and Portfolio Manager. We recognize that the rationale related to the proposed changes to the categories of Associate Portfolio Manager and Portfolio Manager is to harmonize with the Canadian Securities Administrators ( CSA ) requirements for advising representatives and associate advising representatives under National Instrument Registration Requirements, Exemptions and Ongoing Registrant Obligations ( NI ). The proposed experience requirement for approval as an Associate Portfolio Manager or Portfolio Manager outlined in Rule 2600 references relevant investment management experience acceptable to IIROC. In the response to comments to the Previous Publication, we note that IIROC has indicated that relevant investment management experience will be determined in accordance with the guidance in the Companion Policy NI and CSA Staff Notice Relevant Investment Management Experience for Advising Representatives and Associate Advising Representatives of Portfolio Managers. Notwithstanding the guidance provided by the CSA, we would encourage IIROC to publish specific guidance to Dealer Members as it relates to the factors IIROC would consider as acceptable relevant investment management experience. We also encourage IIROC to consult broadly with its Member Dealers in anticipation of the development of that guidance on relevant investment management experience, so it can incorporate an 2 OSA S.1(1) person means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative; 2

3 understanding of Dealer Members managed account business models, including those involving the use of models of both segregated positions and funds of various types. As stated in the Notice, IIROC has proposed a number of substantive changes related to proficiency requirements as a result of IIROC s proficiency assurance regulatory review. We note that IIROC will require that Portfolio Managers and Associate Portfolio Managers successfully complete the Conduct and Practices Handbook ( CPH ). The proficiency requirements for advising representatives and associate advising representations under NI do not require the completion of the CPH. While we do not object to the CPH requirement for individuals who act as an Associate Portfolio Manager or Portfolio Manager under the IIROC Rules, we suggest that IIROC consider the CPH as a post-licensing requirement rather than a prelicensing requirement. Including the CPH as a post-licensing requirement rather than as a prerequisite for IIROC approval would enable individuals who were previously registered as an associate advising representative or advising representative under NI to continue to serve clients while they complete the CPH. In addition, we also believe that the IIROC should consider the 90-day training program as a post-licensing requirement for Associate Portfolio Manager or Portfolio Manager approval. Further, this would be consistent with IIROC s current practice, which permits the completion of the CPH (and other courses) as a post-licensing requirement for individuals who transfer their registration from a mutual fund dealer to an IIROC Dealer Member. In those cases, IIROC requires that the individual complete the required courses within 270 days of initial approval and the 90-day training program within 18 months of initial approval. IIROC Rule 2607 (Transition of Registered Representatives (With a Business Type of Portfolio Management) Into the New Registration Regime) indicates that Dealer Members will have three months from the date the IIROC Rules come into effect to review the approval category of each Approved Person who is approved as a Registered Representative with a business type of portfolio management, and propose to IIROC whether the Approved Person should be approved as a Portfolio Manager or an Associate Portfolio Manager. IIROC Rule 2607 also requires that the Dealer Member make the necessary updates on the National Registration Database ( NRD ) within three months. We are requesting that the transition period be extended to six months in order to provide the Dealer Member sufficient time to review each Approved Person to determine whether the individual should be approved as an Associate Portfolio Manager or Portfolio Manager and to allow the Dealer Member to file necessary updates on NRD. We also believe that IIROC should consider a grandfathering provision for those individuals who are already registered as a Registered Representative with a product type of portfolio management. Section 2603 of Rule 2600 indicates that individuals approved as of the effective date of the PLR Rule are exempt from any new proficiency requirements introduced in the Rule provided the person continues in the same role. We are concerned that the wording in IIROC Rule 2607 seems to suggest that IIROC will conduct a review of each NRD submission to determine whether the individual meets the proposed requirements. We would appreciate if IIROC could clarify the transition process in order to ensure that individuals currently registered as Registered Representative with a product type of portfolio management would not be negatively impacted in continuing to serve their clients as they move into their new registration category. Supervisory Approval Requirements IIROC Rule 2602(3)(xviii) outlines the course and experience requirement for a Supervisor of Registered Representatives and Investment Representatives dealing with clients in options. The experience requirement indicates that an individual must have two years of relevant experience working for an investment dealer. We would like to take this opportunity to obtain clarification on what IIROC would consider relevant experience for a supervisor of Approved Persons dealing in options. Prior to 2013, IIROC approved supervisors of business locations dealing in options based on the completion of the applicable courses. Recently, we have received requests from IIROC to provide details concerning the amount of options trading that the business location supervisor conducted over a two year period. Where the individual has satisfied the course requirements for approval as supervisor of registered representatives dealing with clients in options, we believe that IIROC should not limit the relevant experience to trading in options but to consider the individual s overall supervisory experience of Approved Persons. 3

4 IIROC Rule 2602(3)(xxv) sets out the course and experience requirements for approval as a Supervisor designated to be responsible for the pre-approval of advertising, sales literature and correspondence. We continue to be concerned with both the course and experience requirements related to this approval category. Currently, there are no proficiency or experience requirements for the designated supervisor of advertising, sales literate and correspondence. Existing IIROC Rule 38 - Compliance and Supervision indicates that a Dealer Member is required, as part of its supervisory system, to have in place Supervisors who are proficient and understand the products and services offered by the Dealer Member. Proposed IIROC Rule 3905(4) - Supervisory Personnel and Resources requires that a Dealer Member designate Supervisors and Executives with the qualifications and authority necessary to fully carry out the responsibilities assigned to them. In addition, IIROC Rule 3505(6) indicates that a Dealer Member must have procedures in place to ensure that the Supervisors are properly performing their supervisory function. Further to the requirements in IIROC Rule 3905 (4) and IIROC Rule 3505(6), IIROC should provide Dealer Members with the flexibility to appoint a designated Supervisor responsible for pre-approval of advertising, sales literature and correspondence based on an assessment by the Dealer Member that the individual s qualifications and experience are appropriate for this type of supervisory role rather than be subject to an IIROC prescribed course and experience requirement. Should IIROC proceed with the introduction of a course requirement for the Supervisor designated to be responsible for the pre-approval of advertising, sales literature and correspondence, we believe that IIROC should ensure that the course addresses core competencies of the role and specify whether the course should be delivered as a single course Similarly, IIROC should consider the applicability of continuing education to this role where the supervisory function is specific to advertising, sales literature and correspondence. IIROC Rule 2602(3)(xxvi) stipulates the course requirements for approval of supervisors designated as responsible for the supervision of research reports as either three levels of the CFA, a CFA charter or other appropriate qualifications acceptable to the applicable District Council. Subject to clarification as to what qualifications might be acceptable to the applicable District Council, limiting the other course requirements to either all three levels of the CFA or a CFA charter is too restrictive and onerous a requirement, both in terms of the responsibilities of this supervisory role and when compared with the course requirements for other Approved Person categories. Not all of our designated supervisors of research reports have the CFA qualifications proposed in this rule and it appears that this is similar at other firms, based on competitive hires. Yet the absence of such CFA designations has not impeded the ability of firms to offer robust research publishing processes. Requiring all designated supervisors of research reports to complete a CFA designation is not achievable in the short term and very difficult in the medium term, given that few such supervisors have this accreditation and the long period of time required to complete a CFA. In addition, research analysts and associates in Canada are not required to have their CFA designations nor are they required to be registered with IIROC. To now require research analysts or associates to first complete a CFA designation before they can move to a supervisory position is a very high bar to set to achieve the next stage of their career progression. Similarly, NI recognizes that alternate education and experience, not just the CFA, is appropriate for registration as a restricted dealer or portfolio manager. Limiting the choices to a CFA designation would also set Canadian standards apart from other jurisdictions, which typically allow the completion of other courses for approval of research supervisors. This may reduce the pool of available supervisors despite their expertise gained in other foreign jurisdictions. We recommend that IIROC specify the kinds of other qualifications that would be acceptable to applicable District Councils and include other courses as eligible for approval, such as the Chartered Investment Manager Designation or Certificate in Advanced Investment Advice. Although IIROC has indicated in its responses to comments on the previous proposed changes to the PLR Rules that FINRA Series 16 and Series 87 are not acceptable because of their U.S. focus and do not meet the proficiencies required in the PLR Rules, we suggest that increasing the required years of experience to three years could address IIROC s concerns, as designated supervisors and research analysts consult extensively with local Compliance in various jurisdictions for rule interpretations and setting policy. The policies take account of the requirements in the various jurisdictions in which we operate and they are usually consistent. To the extent there are differences, those are highlighted and we assure that Canadian requirements are well-understood. 4

5 IROC Rule 2602(3)(xxx) addresses the course and experience requirements for approval as a Chief Compliance Officer ( CCO ). We are seeking further clarification related to the experience requirement for a CCO, specifically what IIROC would consider as professional services in the securities industry. Post-Licensing Requirements The proposed changes to Rule 2600 require that a Supervisor responsible for the supervision of Retail or Institutional Registered Representatives complete the Effective Management Seminar ( EMS ). Historically, the EMS has been a requirement for Supervisors responsible for Registered Representatives servicing retail clients. While we do not object to introducing a new course requirement for Supervisors responsible for the supervision of Registered Representatives operating in an institutional environment, we believe that the content of the course should be reviewed to ensure that the material remains relevant for both the retail and institutional segments of the marketplace. We note that IIROC had launched an initiative to review its institutional proficiency training ( institutional proficiency review ) for those individuals seeking approval to operate in sales and trading, compliance and/or supervision capacities in the institutional market segment 3. We recommend that IIROC address the content of the EMS similarly to the approach undertaken in the institutional proficiency review by convening an industry committee to consider the core competencies to be included in the EMS. This would help to ensure that the course material content is relevant to institutional participants. To that effect, we recommend that the EMS requirement should not be applied to institutional supervisors until an analysis of the course content has been completed to address any gaps in the course content. Further to the above, we recommend that completion of the EMS should not be required of individuals who are considered Designated Supervisors under the proposed PLR Rulebook as they are not necessarily responsible for the management of personnel (e.g. a Supervisor responsible for certain accounts or the pre-approval of advertising, sales literature, and correspondence). From a practical standpoint, the EMS should only apply to those supervisors who are directly involved in the supervision of registered representatives/investment representatives. Exemptions from Proficiency Requirements Section 2603 of Rule 2600 indicates that individuals approved as of the effective date of the PLR Rule are exempt from any new proficiency requirements introduced in the Rule provided the person continues in the same role. Based on IIROC s response to comments on the Previous Publication, IIROC stated that individuals approved as of the effective date of the PLR Rulebook are exempt from any new proficiency, including experience, requirements introduced in this Rule. To that end, we would recommend that IIROC amend Section 2603 to clearly indicate that the exemption under section 2603(3) applies to both course and experience requirements. Continuing Education ( CE ) Requirements IIROC Rule 2656(2)(ii) now limits the carry-forward professional development ( PD ) course credit hours to 10, which is half of the professional development course requirement. We understand that relief from this requirement will be provided to current Approved Persons for the first two-year cycle where those individuals will be permitted to carry forward 20 hours. We are seeking additional clarification on whether this CE rule amendment would be extended to include a single PD course worth a total of 10 or 20 hours. For example, the EMS is currently accredited for 20 PD credits. Would the credits from the EMS be considered eligible to carry forward into a future cycle? IIROC Rule 2656(3)(i) indicates that a foreign continuing education course can be used for PD if the CE course relates to investment dealer business. Consistent with this provision, we recommend that IIROC consider amending Rule 2653(3)(i) to include Canadian CE courses that are related to investment dealer business and accredited by recognized industry associations, such as the CFA Institute and the Financial Planning Standards Council. 3 IIROC Notice IIROC Institutional Proficiencies Project 5

6 Section 2658(2) indicates that an Approved Person enters the current continuing education program upon approval unless the approval is within six months of the end of the current cycle then the continuing education requirements commence in the next cycle. We believe that IIROC should reconsider the requirement that individuals complete the full CE requirements where the individual is approved in the second year of the cycle. Those individuals who become newly registered in the second year of CE cycle may be at a disadvantage over those who are approved at the beginning of the CE cycle. To that effect, we believe that IIROC should grant relief from the CE requirements to those individuals who are approved within 9 months of the end of the CE cycle. The rational for this recommendation is based on the courses an individual would have recently completed for approval which includes the Canadian Securities Course, the Conduct and Practices Handbook and the 90 day-training program. Account Appropriateness We have serious concerns with the proposed Section Account appropriateness, both in regard to the manner this change was introduced and in substance. The Notice states that this requirement codifies the discussion in IIROC Rules Notice Know your client and suitability which clarifies, among other things, expectations of the Dealer Member and Registered Representative to ensure, at the time of account opening, appropriateness of the account type. We note that, in fact, this paragraph starts with a reference to suitability: Dealer Members are also reminded that the suitability analysis [emphasis added] starts before the order is even received, recommended or executed. The Dealer Member and Registered Representatives, at the time of account opening, should ensure that the account type (margin, trust, option accounts, etc.) is appropriate for the client given the client s particular circumstances. It was not clear at the time Notice was published that a new regulatory concept of appropriateness was introduced, nor it is clear now how such a standard differs from suitability. Section 3211(1)(i) addresses appropriateness for the person to become a client of the firm. While we agree that this is a separate consideration from suitability of account type, we wish to point out that account review and acceptance by the firm are integral parts of the client onboarding process. Further, if the firm and the registrant properly discharge their responsibilities with respect to assessing suitability of account type, products and services, orders and recommendations, and account holdings, it is unclear how, despite all of these assessments, a client may had inappropriately been accepted as a client of that firm. For these reasons we find the new appropriateness requirement confusing and duplicative. Since the proposed definition of client account records includes the requirement to obtain documentation supporting the account appropriateness assessment, we believe that it is critical that the appropriateness assessment requirement be removed until more clarity is provided and public input gathered. Additionally, we question the intent of the proposed requirement under Section 3211(1)(ii), which imposes an appropriateness determination to the scope of products and account types which the person would have access to. Given the existing rules and guidelines that address know your client obligations, product due diligence and suitability requirements, it is unclear what access in this context refers to and appears to be duplicative of existing requirements. Accordingly we ask that this section be removed. Finally, we note that Section 3211 as drafted would extend to all account types including accounts of institutional clients, Direct Market Access clients and clients of Order Execution Only (OEO) firms. While we have reservations as to the value of this new concept in the retail advice channel, we believe that, at the minimum, an exemption from suitability requirements provided under section 3404 should be extended to section In particular, we wish to reiterate our concerns to the introduction of the appropriateness analysis requirements for OEO firms, as proposed in IIROC Notice Guidance on Order Execution Only Services and Activities. 4 Given the industry and public objections raised during the consultation period, we are surprised to see that substantially the same requirements have been published under the PLR proposal with no clarifications from IIROC in terms of issues raised during the consultation process. In 4 Refer to RBC Direct Investing Inc. submission dated February 2,

7 consideration of the significant adverse impact of the proposed changes on the existing OEO business model, client experience, and the industry as a whole, we strongly urge IIROC to withdraw Section 3211 and continue discussions with the industry and the investing public to focus around the specific regulatory issues of concern. Leverage Risk Disclosure Statement When opening an account for a retail client or prior to making an initial recommendation that the retail client is using borrowed money or a client s intention to purchase securities using borrowed money, Section 3217(2)(i) requires that a Dealer Member must obtain the retail client s written acknowledgement that they are in receipt of the leveraged risk disclosure statement. The requirement to obtain a signed disclosure statement may not be practical in those instances where the client may advise the Dealer Member of the use of borrowed funds during a telephone conversation with the representative or by way of . We believe that IIROC should allow for flexibility in order to recognize that there may be alternative methods in which to document the evidence that disclosure has been provided to the client. Record Keeping Section 3220(4) indicates that a Dealer Member must maintain a record of persons with trading authorizations over one or more client account and must ensure that such record is sufficient to allow the Dealer Member to identify any persons with trading authorization for multiple clients or client accounts. While we recognize that the purpose of this rule is to allow Dealer Members to identify anyone who may be carrying out registerable activities without being appropriately registered, we continue to believe that IIROC should consider limiting the scope of Section 3220(4) to persons with trading authorization over client accounts that are unrelated to the client rather than of all persons. Alternatively we would suggest that IIROC consider amending the requirement to include a threshold where a Dealer Member would be required to maintain a record of persons with trading authorization over five or more accounts. Managed Account Agreement IIROC is proposing to amend Section 3278(1) to align the managed account agreement with the same know-your-client and account portfolio information for suitability assessment purposes. Prior to implementing this requirement, IIROC should consider providing Dealer Members sufficient time to adopt the changes proposed in section 3278(1), such as changes to systems, client account documentation and policies and procedures. Retail client suitability requirements Section 3402(1)(iii) has been amended to require a suitability determination to be made when a client s securities are transferred out of their account (in addition to when they are received into the client s account). While we do not object to the proposed change, we recommend that IIROC consider providing a transition period in order to provide Dealer Members the time necessary to implement system changes to capture the triggering event and to update policies and procedures. Client Priority Rule Sales Practices, section 3503 Client priority states that a Dealer Member must give priority to client orders over all other orders for the same security at the same price. As part of our comments related to the Previous Publication, we outlined our concern that the proposed language is overly broad and may conflict with UMIR which, for example, currently provides a number of exceptions from the client priority rule with client consent 5. 5 See UMIR Section 5.3 Client Priority and Policy 5.3 Client Priority, Part 4 Client Consent 7

8 Rule 3845 Timing of sending documents to clients We wish to take this opportunity to suggest revisions to the requirement to deliver annual reports to retail customers within ten days after the client account statement for the month or quarter ending on the same date. From our experience, the ten-day delivery window does not allow sufficient time for Dealer Members to complete post-year-end activities, as well as report generation and quality control testing to ensure the completeness and accuracy of the annual reports. We urge IIROC and the CSA to seek feedback from the industry on the implementation challenges with CRM2 in order to improve the reporting process going forward. Supervision of Managed Accounts Section 2554(6) introduces a new requirement that an Associate Portfolio Manager must not advise on securities unless, before giving the advice, the advice has been pre-approved by an individual designated by the Dealer Member under section 3970 Supervision of Managed Accounts. Further, section Rule 3970 indicates that a Dealer Member s policies and procedures dealing with the supervision of managed accounts are to include a prohibition on the Associate Portfolio Manager providing advice unless prior approval by a Portfolio Manager has been obtained. While we understand that the purpose of the proposed amendments to the pre-approval of advice is to align with NI , we believe there are other important factors that IIROC should consider. We submit that IIROC Dealer Members are subject to multiple reviews of advice that would accomplish the same or arguably a better outcome than pre-approval of advice without the additional delays, costs and regulatory burden that the pre-approval of advice would impose. For example, business location supervisors carry out a daily suitability review of trading activities, including those in managed accounts. In addition, Tier 2 supervision requirements already address the suitability assessment that a Portfolio Manager would undertake by pre-approving an Associate Portfolio Manager s advice. IIROC Dealer Members are also required to have in place trade surveillance filters which may be more robust than those firms who are registered as Advisers under the CSA platform. Further, IIROC Rule (d) (Rule 3972 under the PLR Rule Book) requires that the Designated Supervisor for Managed Accounts review managed accounts at least quarterly to ensure that the client s investment objectives are being pursued and that the handling of each managed account complies with the IIROC requirements. Technology and review advancements, have rendered the pre-approval of advice obsolete. IIROC Member Dealers achieve the same or better outcome as that required in NI , just using modern-day methods. We strongly recommend that IIROC consider the existing regulatory framework applicable to managed accounts before introducing additional layers, such as pre-approval of advice, to the supervisory review of managed accounts. We are also concerned that the proposed pre-approval of advice requirement may cause delays in executing transactions in client accounts that are subject to review by a Portfolio Manager, with the consequence that the client s best interest has not been served. Lastly, we wish to point out that there would be significant costs associated with the implementation of advice pre-approval. Dealer Members would be required to consider technology enhancements to accommodate the pre-approval of advice, such as new order flow systems, to capture accounts that are subject pre-approval. Should IIROC move forward with the pre-approval requirement, we recommend that IIROC consult with Dealer Members to determine an appropriate transition period. General Supervision Requirements Section 3603(3) Advertising and Section 3970(1)(i) make reference to a Supervisor instead of one or more Supervisors. We believe this may be a drafting error and recommend that IIROC amend these sections in order to be consistent with the other supervisory provisions within the IIROC PLR Rulebook where the reference is to one or more Supervisors (e.g. Section 3298(3) -,Supervision of options accounts). 8

9 ******** Thank you for the opportunity to provide our views and recommendations regarding the PLR Project. Should you require any further information or have any concerns regarding the foregoing, please do not hesitate to contact us. Kevin Bresler Kevin Bresler Chief Compliance Officer, RBC Direct Investing Inc. Nick Cardinale Nick Cardinale Chief Compliance Officer, RBC Dominion Securities Inc. (Retail) Kelley Hoffer Kelley Hoffer Chief Compliance Officer, RBC Dominion Securities Inc. (Institutional) 9