IN THE MATTER OF William John Marston - Settlement



    MONTREAL, QC, Sept. 2 /CNW/ - Notice is hereby given that a hearing will
be held before a Hearing Panel of the Investment Industry Regulatory
Organization of Canada (IIROC), on Wednesday, October 14th, 2009 in the IIROC
Boardroom, located at 5 Place Ville-Marie, Suite 1550, Montreal, Quebec at
10:00 a.m. or as soon thereafter as the hearing can be held, to consider
whether, pursuant to IIROC Dealer Member Rule 20.36, the Hearing Panel should
accept a Settlement Agreement entered into between IIROC Staff and William
John Marston (the "Respondent").

    
    The subject matter of the proposed Settlement Agreement concerns
    allegations that:

    OFF-BOOK TRANSACTIONS INVOLVING SECURITIES OF COMPANIES RELATED TO MOUNT
    ------------------------------------------------------------------------
    REAL CORPORATION
    ----------------

    (a) Between February 20, 2004 and November 3, 2005 or thereabouts, while
        in the employ of former Member firm iForum Securities Inc., the
        Respondent accepted approximately 72 orders from about 64 clients for
        the purchase or renewal of promissory notes of MRACS Management
        Limited and Real Vest Investments Inc., being securities other than
        mutual fund securities, having an approximate book value of
        $5,296,166.75, which securities were not recorded in the books of
        iForum Securities Inc., thereby engaging in business conduct
        unbecoming, contrary to By-law 29.1.

    SECURITIES OTHER THAN MUTUAL FUND SECURITIES HELD OFF BOOK
    ----------------------------------------------------------

    (b) In November 2005, while in the employ of former Member firm iForum
        Securities Inc., the Respondent was in charge of the accounts of
        about 106 clients with B2B Trust, a federally-chartered trust
        company, where such clients held approximately 42 different
        securities other than mutual fund securities, having an approximate
        book value of $10,781,394.28, which securities were not recorded in
        the books of iForum Securities Inc., thereby engaging in business
        conduct unbecoming, contrary to By-law 29.1.

    TRANSACTIONS INVOLVING ILLEGAL PROMISSORY NOTES OF COMPANIES RELATED TO
    -----------------------------------------------------------------------
    MOUNT REAL CORPORATION
    ----------------------

    (c) Between May 2004 and October 2005, while in the employ of former
        Member firm iForum Securities Inc., based on instructions given by
        about 52 clients, the Respondent accepted approximately 55 orders for
        the renewal of promissory notes of MRACS Management Limited and Real
        Vest Investments Inc., in an amount equal to less than $150,000,
        issued without a prospectus and without an exemption, contrary to ss.
        11 and 41(3) of the Quebec Securities Act (R.S.Q., c. V-1.1), thereby
        engaging in business conduct unbecoming, contrary to By-law 29.1.

    (d) Between November 2004 and November 2005, while in the employ of
        former Member firm iForum Securities Inc., based on instructions
        given by about 6 clients, the Respondent accepted approximately 6
        orders for the renewal of promissory notes of MRACS Management
        Limited and Real Vest Investments Inc., in an amount equal to
        $150,000 or more, without filing the notice required under ss. 46 and
        51 of the Securities Act (R.S.Q. c. V-1.1), thereby engaging in
        business conduct unbecoming, contrary to By-law 29.1.

    (e) Between February 2004 and October 2005 or thereabouts, while in the
        employ of former Member firm iForum Securities Inc., the Respondent
        distributed consolidated portfolio statements to about 5 clients,
        which statements contained misrepresentations in that they overstated
        the value of the promissory notes of Real Vest Investments Inc. in
        relation to the actual value thereof, thereby engaging in business
        conduct unbecoming, contrary to By-law 29.1.

    FAILURE TO DISCLOSE A CONFLICT OF INTEREST
    ------------------------------------------

    (f) Between February 2004 and November 2005 or thereabouts, while in the
        employ of former Member firm iForum Securities Inc., the Respondent
        failed to inform his clients of a conflict of interest between iForum
        Securities Inc. and Mount Real Corporation before they purchased or
        renewed various promissory notes of MRACS Management Limited and Real
        Vest Investments Inc., thereby engaging in business conduct
        unbecoming, contrary to By-law 29.1.

    UNSUITABLE RECOMMENDATIONS
    --------------------------

    (g) On or about November 2, 2005, the Respondent advised his client FS to
        purchase a promissory note of Real Vest Investments Inc. in the
        amount of $100,000, although such investment was unsuitable for the
        client given his age, investment knowledge, investment objectives and
        risk tolerance, thereby contravening Association Regulation 1300.1(p)
        and Standards A and C of the Conduct and Practices Handbook.

    FAILURE TO PROVIDE COMPLETE AND ACCURATE INFORMATION
    ----------------------------------------------------

    (h) On or about November 2, 2005, while in the employ of former Member
        firm iForum Securities Inc., the Respondent failed to provide his
        client FS with the complete and accurate information he knew or
        should have known about Real Vest Investments Inc. before such client
        invested $100,000 therein, thereby engaging in business conduct
        unbecoming, contrary to By-law 29.1.

    UNAUTHORIZED DISCLOSURE OF INFORMATION ABOUT A CLIENT
    -----------------------------------------------------

    (i) In or about December 2005, the Respondent provided a third party with
        information concerning the Respondent's client JB without such
        client's consent, thereby engaging in business conduct unbecoming,
        contrary to By-law 29.1.
    

    IIROC formally initiated the investigation into the Respondent's conduct
on November 28, 2005. It was alleged that the violations occurred when the
Respondent was an unrestricted Registered Representative with the Montreal
Branch of iForum Securities Inc. Since 2006, Mr. Marston is no longer a
registrant with an IIROC-regulated firm.
    The hearing is not open to the public unless and until the Settlement
Agreement has been accepted by the Hearing Panel. If the Hearing Panel accepts
the Settlement Agreement, the Hearing Panel's decision and reasons will be
made available to the public.

    IIROC is the national self-regulatory organization which oversees all
investment dealers and trading activity on debt and equity marketplaces in
Canada. Created in 2008 through the consolidation of the Investment Dealers
Association of Canada and Market Regulation Services Inc., IIROC sets high
quality regulatory and investment industry standards, protects investors and
strengthens market integrity while maintaining efficient and competitive
capital markets. IIROC carries out its regulatory responsibilities through
setting and enforcing rules regarding the proficiency, business and financial
conduct of dealer firms and their registered employees and through setting and
enforcing market integrity rules regarding trading activity on Canadian equity
marketplaces.





For further information:

For further information: Carmen Crépin, Vice President, Québec, (514)
878-2854, ccrepin@iiroc.ca; Jeff Kehoe, Director, Enforcement, (416) 943-6996,
jkehoe@iiroc.ca


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