In re Dixon Mitchell

1 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101056 / September 17, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22133  
 
In the Matter of 
 
Dixon Mitchell 
Investment Counsel 
Inc., 
 
Respondent. 
ORDER INSTITUTING CEASE- 
AND-DESIST PROCEEDINGS 
PURSUANT TO SECTION 21C OF 
THE SECURITIES EXCHANGE 
ACT OF 1934, MAKING FINDINGS, 
AND IMPOSING A CEASE-AND-
DESIST ORDER 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Dixon Mitchell Investment Counsel Inc. 
(“Respondent”). 
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of 
Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 
these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”) as set forth below. 
 
III. 
 
On the basis of this Order and Respondent’s Offer, the Commission finds that: 
 

2 
 
Summary 
 
From December 2006 through December 2023, Respondent had investment discretion over 
at least $100 million of reportable securities and was therefore obligated to file quarterly Forms 
13F beginning in February 2007. However, Respondent failed to file Forms 13F until January 
2024. 
 
Respondent 
 
1. Respondent, a Canadian investment adviser and an “institutional investment 
manager” as defined in Section 13(f) of the Exchange Act, is a Canadian company headquartered 
in Vancouver, British Columbia, Canada.  Respondent, which provides investment planning and 
management to individuals and entities, is not registered with the Commission in any capacity. As 
of December 31, 2023, Respondent had total regulatory assets under management of approximately 
$3.65 billion.  
 
Background 
 
2. Section 13(f)(1) of the Exchange Act and Rule 13f-1 thereunder require that 
institutional investment managers file Forms 13F with the Commission on a quarterly basis if they 
exercise investment discretion over “Section 13(f) Securities” having an aggregate fair market 
value of at least $100 million. Section 13(f) Securities are equity securities of a class described in 
Rule 13f-1(c) under the Exchange Act. A list of these securities - called the Official List of Section 
13(f) Securities - is available on the Commission’s website.
1
 The Official List of Section 13(f) 
Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares 
of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain 
convertible debt securities, equity options, and warrants are on the Official List.  Pursuant to Rule 
13f-1(b), an investment manager is deemed to exercise discretion over all accounts for which any 
person or entity under the control of the investment manager exercises investment discretion. Form 
13F requires such institutional investment managers, among other things, to disclose to the 
Commission the fair market value of its Section 13(f) Securities under management. Forms 13F 
filed with the Commission are available to the public on the Commission’s website. 
 
3. One Congressional purpose in enacting Section 13(f)(1) of the Exchange Act was 
to create “a central depository of historical and current data about the investment activities of 
institutional investment managers” to assist investors and government regulators. S. Rep. No. 94-
75, 94th Cong., 2d Sess. 82-85 (1975). 
 
Facts 
 
4. On the last trading day of December 2006, Respondent exercised investment 
discretion over Section 13(f) Securities with a fair market value of at least $100 million.   
 
                                                      
1
 https://www.sec.gov/divisions/investment/13flists. 

3 
 
5. Because Respondent exercised investment discretion over at least $100 million 
worth of Section 13(f) Securities on the last trading day of at least one month in 2006, 
Respondent was obligated to disclose its 2006 year-end holdings of Section 13(f) Securities by 
filing a Form 13F with the Commission within 45 days of December 31, 2006. 
 
6. Subsequently, Respondent’s holdings of Section 13(f) Securities continued to be at 
least $100 million. Thus, from February 2007 until the present, Respondent has had an obligation 
to file Forms 13F on a quarterly basis. Respondent, however, failed to file any Forms 13F prior to 
January 2024. 
 
7. In late 2023, Respondent self-reported to the Commission’s staff its failure to file 
Forms 13F.   
 
8. On January 17, 2024, Respondent filed sixty-nine Forms 13F, which covered the 
period from the quarter ending December 31, 2006, to the quarter ending December 31, 2023, 
inclusive.   
 
9. Respondent’s Form 13F filing for the quarter ending December 31, 2023 showed 
that, as of December 31, 2023, Respondent held positions in fifty-seven different Section 13(f) 
Securities, with a total market value of approximately $1,879,508,772. 
 
Violations 
 
10. As a result of the conduct described above, Respondent violated Section 13(f)(1) of 
the Exchange Act and Rule 13f-1 thereunder by failing to file Forms 13F. 
 
Respondent’s Self-Reporting, Cooperation, and Remedial Efforts 
In determining to accept the Offer, the Commission considered Respondent’s self-reporting 
to the Commission staff of its violations and cooperation afforded to the Commission staff.  The 
Commission also considered certain remedial acts promptly undertaken by Respondent following 
its discovery of the violations at issue. 
 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 13(f)(1) of the Exchange Act and Rule 13f-1 promulgated thereunder. 
 
B. Respondent acknowledges that the Commission is not imposing a civil penalty 
based upon its self-reporting, cooperation, and remediation in a Commission investigation. If at any 

4 
 
time following the entry of the Order, the Division of Enforcement (“Division”) obtains 
information indicating that Respondent knowingly provided materially false or misleading 
information or materials to the Commission, or in a related proceeding, the Division may, at its sole 
discretion and with prior notice to the Respondent, petition the Commission to reopen this matter 
and seek an order directing that the Respondent pay a civil money penalty. Respondent may contest 
by way of defense in any resulting administrative proceeding whether it knowingly provided 
materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 
assert any defense to liability or remedy, including, but not limited to, any statute of limitations 
defense. 
 
By the Commission. 
 
 
 
Vanessa A. Countryman  
         Secretary 
 
 

1  

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101056 / September 17, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22133  

 

In the Matter of 

 

Dixon Mitchell 

Investment Counsel 

Inc., 

 

Respondent. 

ORDER INSTITUTING CEASE- 

AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 21C OF 

THE SECURITIES EXCHANGE 

ACT OF 1934, MAKING FINDINGS, 

AND IMPOSING A CEASE-AND-

DESIST ORDER 

 

I. 

 

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Dixon Mitchell Investment Counsel Inc. 

(“Respondent”). 

 

II. 

 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 

these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”) as set forth below. 

 

III. 

 

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

 



2  

Summary 

 

From December 2006 through December 2023, Respondent had investment discretion over 

at least $100 million of reportable securities and was therefore obligated to file quarterly Forms 

13F beginning in February 2007. However, Respondent failed to file Forms 13F until January 

2024. 

 

Respondent 

 

1. Respondent, a Canadian investment adviser and an “institutional investment 

manager” as defined in Section 13(f) of the Exchange Act, is a Canadian company headquartered 

in Vancouver, British Columbia, Canada.  Respondent, which provides investment planning and 

management to individuals and entities, is not registered with the Commission in any capacity. As 

of December 31, 2023, Respondent had total regulatory assets under management of approximately 

$3.65 billion.  

 

Background 

 

2. Section 13(f)(1) of the Exchange Act and Rule 13f-1 thereunder require that 

institutional investment managers file Forms 13F with the Commission on a quarterly basis if they 

exercise investment discretion over “Section 13(f) Securities” having an aggregate fair market 

value of at least $100 million. Section 13(f) Securities are equity securities of a class described in 

Rule 13f-1(c) under the Exchange Act. A list of these securities - called the Official List of Section 

13(f) Securities - is available on the Commission’s website.1 The Official List of Section 13(f) 

Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares 

of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain 

convertible debt securities, equity options, and warrants are on the Official List.  Pursuant to Rule 

13f-1(b), an investment manager is deemed to exercise discretion over all accounts for which any 

person or entity under the control of the investment manager exercises investment discretion. Form 

13F requires such institutional investment managers, among other things, to disclose to the 

Commission the fair market value of its Section 13(f) Securities under management. Forms 13F 

filed with the Commission are available to the public on the Commission’s website. 

 

3. One Congressional purpose in enacting Section 13(f)(1) of the Exchange Act was 

to create “a central depository of historical and current data about the investment activities of 

institutional investment managers” to assist investors and government regulators. S. Rep. No. 94-

75, 94th Cong., 2d Sess. 82-85 (1975). 

 

Facts 

 

4. On the last trading day of December 2006, Respondent exercised investment 

discretion over Section 13(f) Securities with a fair market value of at least $100 million.   

 

                                                      
1 https://www.sec.gov/divisions/investment/13flists. 

https://www.sec.gov/divisions/investment/13flists.htm


3  

5. Because Respondent exercised investment discretion over at least $100 million 

worth of Section 13(f) Securities on the last trading day of at least one month in 2006, 

Respondent was obligated to disclose its 2006 year-end holdings of Section 13(f) Securities by 

filing a Form 13F with the Commission within 45 days of December 31, 2006. 

 

6. Subsequently, Respondent’s holdings of Section 13(f) Securities continued to be at 

least $100 million. Thus, from February 2007 until the present, Respondent has had an obligation 

to file Forms 13F on a quarterly basis. Respondent, however, failed to file any Forms 13F prior to 

January 2024. 

 

7. In late 2023, Respondent self-reported to the Commission’s staff its failure to file 

Forms 13F.   

 

8. On January 17, 2024, Respondent filed sixty-nine Forms 13F, which covered the 

period from the quarter ending December 31, 2006, to the quarter ending December 31, 2023, 

inclusive.   

 

9. Respondent’s Form 13F filing for the quarter ending December 31, 2023 showed 

that, as of December 31, 2023, Respondent held positions in fifty-seven different Section 13(f) 

Securities, with a total market value of approximately $1,879,508,772. 

 

Violations 
 

10. As a result of the conduct described above, Respondent violated Section 13(f)(1) of 

the Exchange Act and Rule 13f-1 thereunder by failing to file Forms 13F. 

 

Respondent’s Self-Reporting, Cooperation, and Remedial Efforts 

In determining to accept the Offer, the Commission considered Respondent’s self-reporting 

to the Commission staff of its violations and cooperation afforded to the Commission staff.  The 

Commission also considered certain remedial acts promptly undertaken by Respondent following 

its discovery of the violations at issue. 

 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 13(f)(1) of the Exchange Act and Rule 13f-1 promulgated thereunder. 

 

B. Respondent acknowledges that the Commission is not imposing a civil penalty 

based upon its self-reporting, cooperation, and remediation in a Commission investigation. If at any 



4  

time following the entry of the Order, the Division of Enforcement (“Division”) obtains 

information indicating that Respondent knowingly provided materially false or misleading 

information or materials to the Commission, or in a related proceeding, the Division may, at its sole 

discretion and with prior notice to the Respondent, petition the Commission to reopen this matter 

and seek an order directing that the Respondent pay a civil money penalty. Respondent may contest 

by way of defense in any resulting administrative proceeding whether it knowingly provided 

materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 

assert any defense to liability or remedy, including, but not limited to, any statute of limitations 

defense. 

 

By the Commission. 

 

 

 

Vanessa A. Countryman  

         Secretary 

 

 


	UNITED STATES OF AMERICA
	SECURITIES AND EXCHANGE COMMISSION
	I.
	II.
	Summary
	Respondent
	Background
	Facts
	Violations
	Respondent’s Self-Reporting, Cooperation, and Remedial Efforts

	IV.