The Securities Act National Instrument 31-103
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Manitoba Financial Services Agency
Order No. 774 2 February 26 , 2026
IN THE MATTER OF THE SECURITIES LEGISLATION OF MANITOBA AND ONTARIO (the "Jurisdictions")
AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND IN THE MATTER OF ONE CAPITAL MANAGEMENT CANADA LTD. ("OCMC")
AND ONE CAPITAL MANAGEMENT, LLC ("OCM") (collectively, the "Filers")
ORDER BACKGROUND 1. The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received from the Filers an application for an order under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from the restrictions set out in paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103"), pursuant to section 15.1 of NI 31-103, to permit the Representatives (as defined below) to be registered as advising representatives or associate advising representative of OCMC under its pending portfolio manager registration, while acting as advising representatives or associate advising representatives of OCM (the "Exemption Sought").
2. Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
a. The Manitoba Securities Commission (the "MSC") is the principal regulator for this application;
b. the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (Ml 11-102) is intended to be relied upon in Alberta, British Columbia, New Brunswick, Nova Scotia, Quebec, and Saskatchewan; and
c. the order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
INTERPRETATION 3. Terms defined in National Instrument 14-101 Definitions and Ml 11-102 have the same meaning if used in this decision, unless otherwise defined.
REPRESENTATIONS The decision is based on the following representations of the Filers: 4. OCMC has submitted an Application (the "Application") to the MSC, as principal regulator, seeking registration as an adviser under the category of portfolio manager in the provinces of Manitoba, Alberta, British Columbia, New Brunswick, Nova Scotia, Quebec, and Saskatchewan.
5. OCMC has separately submitted the Application to the Ontario Securities Commission ("OSC") in support of its registration in Ontario.
6. The following individuals are currently registered as advising representatives or associate advising representatives (the "Representatives") with OCM:
7.
a. Wayne Edward Baxter -Advising Representative (Portfolio Manager); b. Nicholas Hugh McDonald -Advising Representative (Portfolio Manager); c. Steven Robert Cowley -Advising Representative (Portfolio Manager); d. Dan Karl Stridsberg -Advising Representative (Portfolio Manager); and e. Lance Ward Messervy - Associate Advising Representative (Portfolio Manager).
OCMC is a corporation incorporated under the Business Corporations Act (British Columbia) on July 8, 2016.
8. The name of OCMC was originally ONE CAPITAL MANAGEMENT LTD., which was changed to ONE CAPITAL MANAGEMENT CANADA LTD. on March 21, 2025, in anticipation of the Application in order to be more transparent with the public and clarify the distinction between OCMC and OCM.
9. OCMC's head office is located at 215 -1460 Chevrier Blvd, Winnipeg, Manitoba R3T 1Y6.
1 O. OCMC is a subsidiary of OCM Call Ltd., which is controlled by OCM Capital Partners LLC.
11. OCM is a limited liability company organized under the laws of Nevada, United States of America.
12. OCM's head office is located at 3075 Townsgate Road, Suite 350, Westlake Village, CA 91361 United States of America.
13. OCM is wholly owned by OCM Capital Partners LLC, which indirectly controls OCMC, as OCMC is a subsidiary of OCM Call Ltd., which is controlled by OCM Capital Partners LLC.
14. OCM is registered with the Securities and Exchange Commission in the United States of America as a Registered Investment Adviser since November 1, 2001, and such registration remains in effect and in good standing.
15. OCM is registered as an adviser in the category of Portfolio Manager in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec, and Saskatchewan. OCM has conditions placed on its registration as follows:
"This portfolio manager primarily conducts business outside of Canada, and has conditions placed on its registration as a result."
"The registrant will pay the increased compliance and case assessment costs of the Ontario Securities Commission due to the registrant's location outside Ontario, including the cost of hiring a third party to perform a compliance review on behalf of the Ontario Securities Commission."
16. OCM Capital Partners LLC is owned in part by Merchant Wealth Management Holdings 3, LLC and in part by senior management and employees of OCM and OCMC through OCM Holdings, LLLP.
17. Therefore, OCMC is affiliated with OCM by means of being subject to the same indirect control of Merchant Wealth Management Holdings 3, LLC and OCM Holdings, LLLP.
18. OCMC has submitted an application to become registered as a portfolio manager in Manitoba, Alberta, British Columbia, New Brunswick, Nova Scotia, Ontario, Quebec, and Saskatchewan.
19. OCMC will enter into investment advisory and administrative services arrangements with OCM which will enable OCMC to leverage the capabilities and expertise of the large and tenured team at OCM in the delivery of services while being able to provide local representation and support to OCM.
20. OCMC will also enter into a sub-advisory agreement with OCM, which will allow OCMC to service OCM's clients who are residents of Canada. Under this agreement, OCM will grant OCMC complete discretionary trading authorization respecting services provided for the benefit of OCM's clients.
21. OCM has been providing investment solutions to individuals, high net worth individuals, investment companies, pooled investment vehicles, pension and profit sharing plans, charitable organizations, corporations, and other investment advisers since 2001.
22. OCM does not have physical locations in Canada and has been servicing Canadian clients on a remote basis as a Foreign Adviser.
23. OCM will provide the following services to support OCMC: a. Investment management and advisory, b. Portfolio management and implementation, c. Portfolio reporting, d. Technical support services such as network, communications, and platforms, and
e. Finance, management and personnel support (HR) services. 24. The Representatives are registered with OCM as advising representatives or associate advising representatives. They currently service Canadian clients on behalf of OCM.
25. Canadian resident clients will be serviced by OCMC once it is registered as a portfolio manager.
26. Clients who are not resident in Canada will continue to be serviced by OCM under its current registration.
27. Dually registered individuals will act for clients of the specific firm and will not simultaneously advise the same client on behalf of both OCMC and OCM.
28. Representatives of OCMC and OCM will have sufficient time to work for both entities, as they will serve the same client base that they currently serve. The dual registration will not increase the workload for the Representatives but will allow them to have a
Canadian sponsoring firm to serve Canadian resident clients.
29. OCMC and OCM maintain comprehensive policies and procedures to identify, manage and monitor conflicts of interest including any that would arise as a result of dual registration. Compliance oversight is coordinated across the affiliated group and any material conflicts that cannot be adequately addressed through controls would be avoided or, where appropriate, disclosed in accordance with the requirements of the securities regulatory authorities.
30. The Representatives will be a crucial part of the relationship between OCMC and OCM that will permit OCMC to provide services of the same quality as provided by OCM.
31. OCM has policies and procedures in place to address potential conflicts of interest that may arise among other entities in the same group of companies, including OCMC.
32. Compensation and incentive structures for dually registered individuals are aligned across the enterprise and do not create incentives to favour one firm or its clients over another.
33. Each Representative's role is clearly defined at all times with firm-specific documentation and supervisory controls applicable depending on the firm for which the individual is acting. The sub-advisory and inter-company arrangements further clarify the discretionary authority and responsibility for clients.
34. Both Filers have policies in place to address any conflicts of interest that may arise. As being part of the same group of companies, both Filers are experienced with dealing with any conflicts of interest.
35. The Representatives will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with clients.
36. Neither OCM nor OCMC is in default of any requirements of securities legislation in any jurisdiction of Canada.
DECISION Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:
i.
ii.
the Representatives are subject to supervision by, and the applicable compliance requirements of, both Filers;
the chief compliance officer and ultimate designated person of each Filer ensures that each Representative has sufficient time and resources to adequately service each Filer and its respective clients;
iii.
iv.
the Filers each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the Representatives in the best interest of clients; and
the relationship between the Filers and the fact that a Representative is dually registered with both of them will be disclosed in writing to clients and prospective clients of each of the Filers that deal with the Representative.
BY ORDER OF THE COMMISSION