INVESTMENT MANAGEMENT BULLETIN
|
|
- Carol Greer
- 5 years ago
- Views:
Transcription
1 MARCH 2012 INVESTMENT MANAGEMENT BULLETIN CANADIAN SECURITIES REGULATORS PUBLISH PROPOSALS FOR REGISTRATION OF NON-RESIDENT INVESTMENT FUND MANAGERS On February 10, 2012, two groups of Canadian securities regulators each published a different proposal concerning the requirement to become registered as an investment fund manager (IFM) in the provinces or territories of Canada. These proposals respond to comments that the Canadian Securities Administrators (CSA) received on the CSA s proposed amendments to National Instrument Registration Requirements, Exemptions and Ongoing Registrant Requirements regarding non-resident IFM registration published in October The two proposals have quite different conceptual regulatory approaches, which highlights the continued fractured state of Canada s securities regulation regime. The CSA s October 2010 proposed amendments to NI have been abandoned (although one proposal is based on similar principles) in favour of two different proposed instruments. Regulators in British Columbia, Alberta, Saskatchewan, Manitoba, Prince Edward Island, Nova Scotia, Northwest Territories, Yukon and Nunavut (the Policy jurisdictions) published proposed Multilateral Policy Registration Requirement for Investment Fund Managers (MP ) for comment. MP provides guidance on when an IFM would need to register in those nine jurisdictions. The Policy jurisdictions propose a narrow interpretation of the existing legislative requirement to register as an IFM: an IFM would only be required to register in one of these jurisdictions if it directs or manages the business, operations or affairs of an investment fund in that jurisdiction. MP sets out the factors the Policy jurisdictions consider relevant in determining if this condition is satisfied. We expect that many non-resident IFMs would not be required to register in these jurisdictions, even if the investment funds that the IFM manages have investors in one or more of these jurisdictions. Regulators in Ontario, Québec, New Brunswick and Newfoundland and Labrador (the Rule jurisdictions) published proposed Multilateral Instrument Registration Exemptions for Non-Resident Investment Fund Managers (MI ) and Companion Policy CP for comment. This rule and policy provides for when an IFM would need to register in those four provinces and sets out specific registration exemptions. MI builds upon the CSA s October 2010 proposals and interprets the legislative requirement to register broadly, but provides certain exemptions. Under this approach, an IFM would be required to register in the jurisdiction where its head office is located, but also in one or more of the Rule jurisdictions if either the investment fund or the IFM distributes or has distributed investment fund securities in those jurisdictions, subject to the exemptions set out in MI Under MI , we expect that IFMs offering investment funds in these jurisdictions will have to register in the Rule jurisdictions, in addition to their principal jurisdiction. 1 See Canadian Securities Regulators Propose Registration for Non-Resident Investment Fund Managers Investment Management Bulletin November 2010 Borden Ladner Gervais LLP [available here].
2 2 INVESTMENT MANAGEMENT BULLETIN MARCH 2012 Transition Proposals Currently, pursuant to transition provisions contained in National Instrument Registration Requirements, Exemptions and Ongoing Registrant Obligations that expire on September 28, 2012, Canadian IFMs are required to register in the category of IFM only in the province or territory where they have their head office, and non-canadian IFMs are not required to register. The two groups of regulators propose to deal with these temporary exemptions as follows: The Policy jurisdictions propose to issue orders such that IFMs required to be registered in those jurisdictions under MP would have until September 28, 2012 to apply for registration; and The Rule jurisdictions propose to adopt new temporary exemptions such that IFMs required to be registered in those jurisdictions would have until December 31, 2012 to apply for registration. Neither proposal includes the grandfathering exemption that was contained in the October 2010 CSA proposed amendments to NI , whereby exemptions would be available for an IFM with investment funds that had investors in the jurisdiction that were acquired before the effective date of the new regime. We consider this to be a significant deficiency. These proposals assume that both MP and MI will be in force on or before September 28, Comments are due on both MP [available here] and MI [available here] by April 10, We expect to provide comments on these proposals and would be pleased to assist you in providing comments.
3 3 PROPOSED NARROW INTERPRETATION/POLICY APPROACH THE POLICY JURISDICTIONS Under MP , an IFM would only be required to register in one of the nine Policy jurisdictions if it directs or manages the business, operations or affairs of an investment fund in that jurisdiction. In determining if registration is required in one or more of these jurisdictions, an IFM must consider what investment fund management activities it is conducting in these jurisdictions. Certain activities are set out in MP as examples of functions and activities of an IFM (the regulators have stated that no single function or activity would be determinative): Establishing a distribution channel for its funds Marketing its funds Establishing and overseeing a fund s compliance and risk management programs Overseeing the day-to-day administration of a fund Retaining and liaising with the portfolio manager, custodian, dealers and other service providers Overseeing the portfolio management function Preparing a fund s offering documents, preparing and delivering unitholder reports Calculating net asset value Calculating, confirming and arranging payment of subscriptions and redemptions, and arranging for the payment of distributions. Under MP , IFM registration will not be required solely because of the presence of security holders in a jurisdiction and/or the solicitation of investors in a jurisdiction, unlike the CSA s October 2010 proposal and MI It is clear under MP that an IFM will be required to register in one or more of these nine jurisdictions if it directs or manages the business, operations or affairs of an investment fund from a physical place of business in one or more of the jurisdictions. Notwithstanding our overall support for the general approach taken by the Policy jurisdictions, which we recommended in our comment letter on the CSA s October 2010 proposals, we have concerns about some of the items on the list of IFM activities in MP For example, marketing the fund relates to distribution of and trading in securities, which applies to registered dealers and not to the function of an IFM. We recommend that the Policy jurisdictions clarify that wholesaling or marketing a fund to registered dealers in a particular jurisdiction should not be a factor to consider in determining whether the IFM registration requirement is triggered. Another area that requires more guidance relates to the outsourcing of certain activities of an IFM. It is not clear in MP when oversight of service providers to which certain IFM functions have been outsourced would trigger a registration requirement. This issue would be of concern to those IFMs who contract with portfolio managers located in another province to manage the assets of the fund. Given the registration status of the portfolio manager in that province, we do not consider it appropriate that the IFM also be required to be registered in that province. IFMs that operate outside of Canada will need additional clarity about any funds that they have established under the laws of a jurisdiction in Canada, but which are managed outside of Canada,
4 4 INVESTMENT MANAGEMENT BULLETIN MARCH 2012 particularly where the IFMs delegate services to Canadian service providers. PROPOSED BROAD INTERPRETATION AND EXEMPTION APPROACH THE RULE JURISDICTIONS Under MI , an IFM will be required to be registered in one or more of the four Rule jurisdictions if it has a place of business in those jurisdictions. The Rule jurisdictions also take the view that the distribution of investment fund securities in one of these jurisdictions is a significant connecting factor to those jurisdictions, which triggers the IFM registration requirement. Unless one of the proposed exemptions described below applies, registration would be required in each of these four jurisdictions where an IFM distributes or has distributed investment fund securities in the jurisdiction. The rationale given by the regulators for this view is that having securityholders in a jurisdiction gives rise to investment fund management activities in that jurisdiction, such as delivering financial statements and other periodic reporting, calculating net asset value and fulfilling redemption and dividend payment obligations. They consider that the risks associated with these activities give rise to investor protection concerns that warrant regulatory oversight through registration. Proposed Exemptions Two exemptions from the IFM registration requirement are proposed in MI : Exemption where there are no securityholders or active solicitation in the local jurisdiction The registration requirement will not apply to an IFM if it does not have a place of business in the local jurisdiction and if one of the following applies: The fund(s) have no securityholders resident in the local jurisdiction The fund(s) or the IFM has not actively solicited residents in the local jurisdiction to purchase securities of the fund(s). Under proposed Companion Policy CP, the concept of active solicitation is very broad, and includes intentional actions taken by a fund or the IFM to encourage purchases of the fund s securities such as: Direct communication with residents to encourage purchases of the fund Advertising in Canadian or international publications or media (including the internet) if it is intended to encourage purchases of the fund by residents of the local jurisdiction, either directly from the fund or in the secondary market (general image or perception advertising would not fall within this category) Purchase recommendations made by a third party (e.g., a dealer) to residents of the local jurisdiction, if that party is entitled to be compensated by the fund or IFM for those recommendations or a subsequent purchase. It is unlikely that any IFM who distributes securities of its funds on a national basis, particularly where it has filed a prospectus in each province and territory of Canada for those funds, would ever be able to rely on this exemption.
5 5 Exemption where only permitted clients invest in a fund The registration requirement will not apply to an IFM if all securities of the fund(s) managed by the IFM and distributed in the local jurisdiction were distributed under a prospectus exemption to a permitted client 2, provided all of the following apply: The IFM does not have its head office or principal place of business in Canada The IFM is created under the laws of a foreign jurisdiction The fund(s) is not a reporting issuer in any jurisdiction of Canada The IFM has submitted to the securities regulatory authority in the local jurisdiction a completed Form F1 Submission to Jurisdiction and Appointment of Agent for Services for International Investment Fund Manager The IFM has provided a specified notice to its permitted clients regarding its non-resident status. File with the applicable securities regulatory authority a completed Form F2 Notice of Regulatory Action and must update that notice within 10 days of any change to the information previously provided. The Rule jurisdictions modified the above exemption from that which was first proposed by the CSA in October 2010 by removing the limitations on the value and percentage that Canadian investors could hold for this exemption to be available. We note that the Policy jurisdictions have not provided for these exemptions. Their different regulatory approach is expected to lead (generally) to a conclusion that an IFM of the nature described in the proposed MI exemptions will not be required to register as an IFM in the Policy jurisdictions. Notice to investors by registered international investment fund managers In addition, to rely on this exemption, the non-canadian IFM must: Notify the applicable securities regulatory authorities each year that it relied on the exemption and provide the total assets under management attributable to residents of the local jurisdiction MI will require registered IFMs whose head office or principal place of business is located outside of Canada to provide securityholders in the local jurisdiction a specified notice regarding their non-resident status. This notice requirement would not come into effect until March 31, Permitted client has the same meaning in MI as it does in NI and is a sub-set of accredited investor.
6 6 INVESTMENT MANAGEMENT BULLETIN MARCH 2012 IMPLICATIONS OF REGISTRATION FOR INVESTMENT FUND MANAGERS Non-Canadian IFMs that are not otherwise registered in any category in any Canadian jurisdiction and that would be required to be registered in certain Canadian jurisdictions, if MP and MI are adopted, will be subject to proficiency and conduct requirements, such as Canadian-based proficiency requirements that would apply to the firm s chief compliance officer, and would be subject to, among other things: Capital ($100,000 minimum) and insurance requirements Financial reporting obligations (annual and quarterly financial statements) Conflicts of interest management Record keeping obligations Compliance system requirements, including having written policies and procedures Certain reporting to securityholders (trade confirmations and account statements) Canadian IFMs are already subject to these requirements as a result of being registered as an IFM in their principal jurisdictions. IFM registration in multiple jurisdictions also raises issues related to: Extra-provincial corporation registration requirements The costs associated with IFM registration, including regulatory filing fees, and whether they can be paid by the applicable investment funds The status in other provinces for financial institutions that rely on the IFM registration exemption available in Ontario (section 35.1 of the Securities Act (Ontario)) The status of the passport registration regime under this bifurcated regulatory regime. The applicable CSA members did not discuss the implications of their proposals on the various passport regulatory instruments.
7 7 AUTHORS Marsha P. Gerhart Erin C. Seed If you would like more information about proposed MP and MI and how they could impact your organization, or if you would like assistance in providing comments to the regulators on the proposals, please contact your usual lawyer in BLG s Investment Management Group, the authors of this Bulletin, any one of the individuals noted below or any of the leaders of the Investment Management Group listed below. Prema K. R. Thiele pthiele@ Laurie J. Cook lcook@ Rebecca A. Cowdery rcowdery@ Marsha P. Gerhart mgerhart@ ss Jason J. Brooks Vancouver jbrooks@ Anick Morin Montréal amorin@ Angie Redecopp Calgary aredecopp@ ar INVESTMENT MANAGEMENT GROUP National Leader John E. Hall jhall@ Regional Leaders Brad J. Pierce Calgary bpierce@ Anick Morin Montréal amorin@ Jeremy S. Farr Ottawa jfarr@ Lynn M. McGrade lmcgrade@ Jason J. Brooks Vancouver jbrooks@ b I
8 Borden Ladner Gervais Lawyers Patent & Trade-mark agents Calgary Centennial Place, East Tower 1900, rd Ave S W Calgary, AB, Canada T2P 0R3 T F Montréal 1000, rue De La Gauchetière Ouest Suite 900 Montréal, QC, Canada H3B 5H4 T T Ottawa World Exchange Plaza 100 Queen St, Suite 1100 Ottawa, ON, Canada K1P 1J9 T F (Legal) F (IP) ipinfo@ (IP) Scotia Plaza, 40 King St W, ON, Canada M5H 3Y4 T F Vancouver 1200 Waterfront Centre 200 Burrard St, P.O. Box Vancouver, BC, Canada V7X 1T2 T F Waterloo Region Waterloo City Centre 100 Regina St S, Suite 220 Waterloo, ON, Canada N2J 4P9 T F F (IP) This bulletin is prepared as a service for our clients and other persons dealing with investment management issues. It is not intended to be a complete statement of the law or an opinion on any subject. Although we endeavour to ensure its accuracy, no one should act upon it without a thorough examination of the law after the facts of a specific situation are considered. No part of this publication may be reproduced without prior written permission of Borden Ladner Gervais LLP (BLG). This bulletin has been sent to you courtesy of BLG. We respect your privacy, and wish to point out that our privacy policy relative to bulletins may be found at If you have received this bulletin in error, or if you do not wish to receive further bulletins, you may ask to have your contact information removed from our mailing lists by phoning BLG.LAW1 or by ing unsubscribe@ Borden Ladner Gervais LLP Borden Ladner Gervais LLP is an Ontario Limited Liability Partnership.
INVESTMENT MANAGEMENT BULLETIN
July 2012 INVESTMENT MANAGEMENT BULLETIN TWO DISTINCT REGULATORY APPROACHES FOR NON-RESIDENT INVESTMENT FUND MANAGERS FINALIZED IN CANADA EFFECTIVE SEPTEMBER 28, 2012 The Canadian securities regulatory
More informationNATIONAL INSTRUMENT INVESTMENT DEALERS IIROC MEMBERS. regime will become effective on September 28, 2009 (subject to government
Keeping Reforms in Sight: Understanding the New Canadian Registration Requirements AUGUST 2009 www.blgcanada.com What s New? NATIONAL INSTRUMENT 31-103 INVESTMENT DEALERS IIROC MEMBERS The long-anticipated
More informationMarrying the Rules for ETFs and Mutual Funds?
JUNE 2015 Marrying the Rules for ETFs and Mutual Funds? Canadian Securities Administrators Propose New ETF Facts to be Delivered to Investors Post-Trade INVESTMENT MANAGEMENT BULLETIN On June 18, 2015,
More informationINVESTMENT MANAGEMENT BULLETIN NATIONAL INSTRUMENT AT A GLANCE (UPDATED!*) APRIL 2016
INVESTMENT MANAGEMENT BULLETIN APRIL 2016 NATIONAL INSTRUMENT 31-103 AT A GLANCE (UPDATED!*) Since 2009, we have prepared an Investment Management Bulletin that sets out the main features of National Instrument
More informationINVESTMENT MANAGEMENT ADVISORY HEDGE FUND MANAGERS: TIME FOR YOUR ANNUAL CHECK-UP? QUICK TIPS ON DOING A SELF-DIAGNOSIS
SEPTEMBER 2007 HEDGE FUND MANAGERS: TIME FOR YOUR ANNUAL CHECK-UP? QUICK TIPS ON DOING A SELF-DIAGNOSIS INVESTMENT MANAGEMENT ADVISORY www.blgcanada.com The Compliance Team of the Ontario Securities Commission
More informationHEDGE FUND MANAGERS: YOUR 2012 ANNUAL COMPLIANCE CHECK-UP QUICK TIPS ON DOING A SELF-DIAGNOSIS
April 2012 Investment Management Bulletin HEDGE FUND MANAGERS: YOUR 2012 ANNUAL COMPLIANCE CHECK-UP QUICK TIPS ON DOING A SELF-DIAGNOSIS Securities laws, anti-money laundering and terrorist financing reporting
More informationOCTOBER Current calculation: Management fee is 2% = $200 GST is 5% = $10 total is $210
OCTOBER 2009 ONTARIO HARMONIZATION AND THE ISSUES FACED BY MUTUAL FUNDS AND FUND MANAGERS TAX LAW BULLETIN The Government of Ontario has announced that, on July 1, 2010, it will replace the current Retail
More informationNotice of Multilateral Policy Registration Requirement for Investment Fund Managers. and
Notice of Multilateral Policy 31-202 Registration Requirement for Investment Fund Managers and Amendments to Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations
More informationTAX LAW BULLETIN PRIMER ON TRANSFER PRICING AUDITS MARCH 2012
MARCH 2012 PRIMER ON TRANSFER PRICING AUDITS TAX LAW BULLETIN Transfer pricing attracts a lot of attention from tax authorities, generally because large amounts are often involved and most countries are
More informationONTARIO MODERNIZES CREDIT UNION LEGISLATION
SEPTEMBER 2009 ONTARIO MODERNIZES CREDIT UNION LEGISLATION Proposed Amendments to Ontario s Credit Union Legislation The Credit Unions and Caisses Populaires Act, 1994 (the "Act") and associated Regulations
More informationCanadian Securities Regulatory Requirements applicable to NonResident Broker-Dealers, Advisers. and Investment Fund Managers
This memorandum provides a summary only of only some of the more significant Canadian securities regulatory requirements that are applicable to non-resident broker-dealers, advisers and investment fund
More informationDirectrice du secrétariat. 20 Queen Street West Tour de la Bourse, 800, square Victoria 19 th Floor, Box 55 C.P. 246, 22e étage
Borden Ladner Gervais LLP Lawyers Patent & Trade-mark Agents Scotia Plaza, 40 King Street West Toronto, Ontario, Canada M5H 3Y4 tel.: (416) 367-6000 fax: (416) 367-6749 www.blgcanada.com September 30,
More informationASC Releases Results of EMD Sweep and Best Practices and CSA Provides Guidance on Small Firms Compliance and Regulatory Obligations
ASC Releases Results of EMD Sweep and Best Practices and CSA Provides Guidance on Small Firms Compliance and Regulatory Obligations Thursday, June 8, 2017 Introduction On May 10, 2017, the Alberta Securities
More informationDirectrice du secrétariat. 20 Queen Street West Tour de la Bourse, 800, square Victoria 19 th Floor, Box 55 C.P. 246, 22e étage
Borden Ladner Gervais LLP Scotia Plaza, 40 King Street W Toronto, ON, Canada M5H 3Y4 T 416.367.6000 F 416.367.6749 blg.com February 22, 2013 DELIVERED VIA E-MAIL British Columbia Securities Commission
More informationA Brief Comparison of the US Consumer Product Safety Act & The New Canada Consumer Product Safety Act
A Brief Comparison of the US Consumer Product Safety Act & The New Canada Consumer Product Safety Act The application of the regime Products excluded from the regime Power to ban certain products Setting
More informationPension Risk Management: Administration Risks
Pension Risk Management: Administration Risks Our Pension Alert series on risk management have discussed financial risks and investment risks. In this third issue, we discuss administration risks which
More informationVERONICA ARMSTRONG LAW CORPORATION
VERONICA ARMSTRONG LAW CORPORATION John Stevenson, Secretary Ontario Securities Commission 20 Queen Street West, Suite 1903, Box 55 Toronto, ON M5H 3S8 M e Anne-Marie Beaudoin Corporate Secretary Autorité
More informationIN THE MATTER OF THE SECURITIES ACT, R.S.N.W.T. 1988, ch. S-5, AS AMENDED. IN THE MATTER OF Certain Exemptions for Capital Accumulation Plans
IN THE MATTER OF THE SECURITIES ACT, R.S.N.W.T. 1988, ch. S-5, AS AMENDED - and - IN THE MATTER OF Certain Exemptions for Capital Accumulation Plans BLANKET ORDER NO. 6 WHEREAS the Joint Forum of Financial
More informationHeadnote Multilateral Instrument Passport System and National Policy Process for Exemptive Relief Applications in Multiple Jurisdictions
2013 BCSECCOM 99 Headnote Multilateral Instrument 11-102 Passport System National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions National Instrument 81-102 Mutual Funds
More informationFraudulent Misrepresentation To Receivers and Beyond: Meridian Credit Union Limited v Baig
Fraudulent Misrepresentation To Receivers and Beyond: Meridian Credit Union Limited v Baig The Ontario Court of Appeal in Meridian Credit Union Limited v Baig 1 made it clear that misinforming a receiver
More informationMULTILATERAL INSTRUMENT LISTING REPRESENTATION AND STATUTORY RIGHTS OF ACTION DISCLOSURE EXEMPTIONS
Definitions Office of the Yukon Superintendent of Securities Ministerial Order Enacting Rule: 2015/19 Instrument Initally effective in Yukon: September 8, 2015 MULTILATERAL INSTRUMENT 45-107 LISTING REPRESENTATION
More informationIn the Matter of the Securities Legislation of British Columbia and Ontario (the Jurisdictions) and
Citation: 2018 BCSECCOM 94 Headnote Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - National Instrument 81-102
More informationFederal and Provincial/Territorial Tax Rates for Income Earned
by a CCPC Effective January 1, 2015 and 2016 by a CCPC Effective January 1, 2015 1 Federal rates General corporate rate 38.0% 38.0% 38.0% Federal abatement (10.0) (10.0) (10.0) 28.0 28.0 28.0 business
More informationThe final version of Guideline E-22 Margin Requirements for Non-Centrally Cleared Derivatives What s new?
The final version of Guideline E-22 Margin Requirements for Non-Centrally Cleared Derivatives What s new? On February 29, 2016, the Office of the Superintendent of Financial Institutions (OSFI) published
More informationA Guide to. Capital Pool Companies and Qualifying Transactions Resulting in Reverse Take-Overs
A Guide to Capital Pool Companies and Qualifying Transactions Resulting in Reverse Take-Overs March 2017 CONTENTS Introduction...2 Formation of the CPC and Issuing Seed Shares to the CPC founders...2
More informationCitation: Re Mawer Investment Management Ltd., 2015 ABASC 726 Date:
Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jursidctions relief from investment restrictions in subsection 2.1(1) of National Instrument 81-102 Investment Funds
More informationThank you for providing us with the opportunity to comment on the Proposed Amendments.
May 26, 2014 SUBMITTED BY E-MAIL British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities
More informationMultilateral Instrument Passport System and National Policy Process for Exemptive Relief Applications in Multiple Jurisdictions
Citation: 2018 BCSECCOM 276 Headnote Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions National Instrument 81-102
More informationDirectrice du secrétariat. 20 Queen Street West Tour de la Bourse, 800, square Victoria
VIA EMAIL September 29, 2010 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission
More informationNo Need for Section 116 Clearance Certificate for Capital Distributions From An Estate to a U.S. Beneficiary
No Need for Section 116 Clearance Certificate for Capital Distributions From An Estate to a U.S. Beneficiary Thursday, October 27, 2016 Application to the Estates Context Often, an estate will both hold
More informationForm F2 Change or Surrender of Individual Categories (section 2.2(2), 2.4, 2.6(2) or 4.1(4))
Form 33-109F2 Change or Surrender of Individual Categories (section 2.2(2), 2.4, 2.6(2) or 4.1(4)) GENERAL INSTRUCTIONS Complete and submit this form to notify the relevant regulator(s) or, in Québec,
More informationVia . The Secretary Ontario Securities Commission 20 Queen Street West 22 nd Floor Toronto, Ontario M5H 3S8
Date June 6, 2018 Via Email Alberta Securities Commission Autorité des marchés financiers British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer
More informationNAVIGATING PRIVATE PLACEMENT REGIMES AROUND THE WORLD - CANADA
0 NAVIGATING PRIVATE PLACEMENT REGIMES AROUND THE WORLD - CANADA March 20, 2017 Jason Chertin, McMillan LLP Brooke Jamison, Davies Ward Phillips & Vineberg LLP Darin R. Renton, Stikeman Elliott LLP Moderator:
More informationAlternative Investment Management Association (AIMA) The Forum for Hedge Funds, Managed Futures and Managed Currencies
Chairman Gary Ostoich Tel. (416) 601-3171 Deputy Chairman Eamonn McConnell Tel. (416) 669-0151 Legal Counsel Michael Burns Tel. (416) 865-7261 Treasurer Chris Pitts Tel. (416) 947-8964 Secretary Andrew
More informationAnnex C. Amendments to National Instrument Prospectus Exemptions
Annex C Amendments to National Instrument 45-106 Prospectus Exemptions 1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument. 2. Section 6.2 is amended by adding the following
More informationTAX LAW BULLETIN U.S. SENATE RATIFIES FIFTH PROTOCOL. TRANSPARENT ENTITIES BEWARE! By Elinore Richardson and Stephanie Wong, Borden Ladner Gervais LLP
OCTOBER 2008 U.S. SENATE RATIFIES FIFTH PROTOCOL TO TREATY WITH CANADA: FISCALLY TRANSPARENT ENTITIES BEWARE! By Elinore Richardson and Stephanie Wong, Borden Ladner Gervais LLP TAX LAW BULLETIN www.blgcanada.com
More informationMay 29, Comments on Proposed National Instrument Registration Requirements. Dear Sirs / Mesdames,
British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des marches financiers
More informationCOMPANION POLICY CP REGISTRATION INFORMATION TABLE OF CONTENTS
This document is an unofficial consolidation of all amendments to Companion Policy to National Instrument 33-109 Registration Information, effective as of December 4, 2017. This document is for reference
More informationLang Michener LLP Lawyers Patent & Trade Mark Agents
Lawyers Patent & Trade Mark Agents BCE Place, 181 Bay Street, Suite 2500 Reply to: P.O. Box 747 Philippe Tardif Toronto ON M5J 2T7 Direct dial: 416-307-4085 Canada Direct fax: 416-304-3761 ptardif@langmichener.ca
More informationFAS KE N MARTINEAU. July 10, 2013
Fasken Martineau DuMoulin LIP Barristers and Solicitors Patent and Trade-mark Agents 333 Bay Street, Suite 2400 Bay Adelaide Centre, Box 20 Toronto, Ontario, Canada M5H 2T6 416 366 8381 Telephone 416 364
More informationThe Impact of the Supreme Court of Canada's Decision in Chaoulli v. Québec (Attorney General)
JUNE 2005 The Impact of the Supreme Court of Canada's Decision in Chaoulli v. Québec (Attorney General) CASE SUMMARY On June 9, 2005, the Supreme Court of Canada released its landmark decision in Chaoulli
More information2002 BCSECCOM 418. Applicable British Columbia Provisions Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61 and 76
Headnote Mutual Reliance Review System for Exemptive Relief Applications Relief from the registration and prospectus requirements for securities underlying trust units being qualified by prospectus underlying
More informationPROVINCIAL/TERRITORIAL COUNCIL Of MINISTERS OF SECURITIES REGULATION (Council) ANNUAL PROGRESS REPORT January 2012 to December 2012
PROVINCIAL/TERRITORIAL COUNCIL Of MINISTERS OF SECURITIES REGULATION (Council) ANNUAL PROGRESS REPORT January 2012 to December 2012 BACKGROUND Canada withstood the recent financial crisis better than most
More informationCSA Staff Notice and Request for Comment Soliciting Dealer Arrangements
April 12, 2018 Introduction CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements This notice outlines certain issues that staff of the Canadian Securities Administrators (CSA)
More informationAPPENDIX G CONSEQUENTIAL CHANGES TO NATIONAL INSTRUMENTS, MULTILATERAL INSTRUMENTS AND COMPANION POLICIES
APPENDIX G CONSEQUENTIAL CHANGES TO NATIONAL INSTRUMENTS, MULTILATERAL INSTRUMENTS AND COMPANION POLICIES Substance and purpose of consequential changes to national instruments, multilateral instruments
More informationApril 20, Attention: VIA
April 20, 2009 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des
More informationBLUE SAND SECURITIES LLC. Notice to Clients
BLUE SAND SECURITIES LLC Notice to Clients Blue Sand Securities LLC (the Company ) trades securities with persons and companies located in Canada in reliance upon the international dealer exemption that
More informationForm F1 REPORT OF EXEMPT DISTRIBUTION
Form 45-106F1 REPORT OF EXEMPT DISTRIBUTION This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt distribution. Issuer/underwriter information Item 1: State the
More informationCSA Notice and Request for Comment Proposed Amendments to National Instrument Prospectus Exemptions
CSA Notice and Request for Comment Proposed Amendments to National Instrument 45-106 Prospectus Exemptions and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
More informationNet interest income on average assets and liabilities Table 66
Supplemental information Net interest income on average assets and liabilities Table 66 Average balances Interest (1) Average rate (C$ millions, except percentage amounts) 2009 2008 2007 2009 2008 2007
More informationCANADA. 1 Current market of Crowdfunding platforms in Canada
CANADA 1 Current market of Crowdfunding platforms in Canada Crowdfunding is divided into Non-Equity and Equity Crowdfunding platforms in Canada 1. Non-Equity platforms, as it name implies, do not involves
More informationAmendments to National Instrument Registration Information
Amendments to National Instrument 33-109 Registration Information 1. National Instrument 33-109 Registration Information is amended by this Instrument. 2. The definition of NI 31-103 in section 1.1 is
More informationBY MAIL & and
BY MAIL & E-MAIL: blaine.young@seccom.ab.ca and consultation-encours@lautorite.qc.ca March 17, 2005 Alberta Securities Commission British Columbia Securities Commission Manitoba Securities Commission New
More informationCSA Staff Notice and Request for Comment Soliciting Dealer Arrangements
-1- CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements April 12, 2018 Introduction This notice outlines certain issues that staff of the Canadian Securities Administrators (CSA)
More informationFORM F1 REPORT OF EXEMPT DISTRIBUTION
FORM 45-106F1 REPORT OF EXEMPT DISTRIBUTION This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt distribution. Issuer information Item 1: State the full name
More informationTAX LAW BULLETIN CENTRAL MANAGEMENT AND CONTROL DETERMINES TRUST RESIDENCE SEPTEMBER Facts. By Elinore Richardson and Stephanie Wong
SEPTEMBER 2009 CENTRAL MANAGEMENT AND CONTROL DETERMINES TRUST RESIDENCE By Elinore Richardson and Stephanie Wong In Garron, M. et al. v. The Queen, 1 the Tax Court of Canada considered whether two Barbados
More informationSeptember 16 th, 2015
TD Securities TD Bank Group TD Tower 66 Wellington Street West, 7th Floor Toronto, Ontario M5K 1A2 September 16 th, 2015 British Columbia Securities Commission Alberta Securities Commission Financial and
More informationNotice and Request for Comment
Notice and Request for Comment Proposed Amendments to National Instrument 31-103 Registration Requirements and Exemptions and Companion Policy 31-103 CP Registration Requirements and Exemptions and Proposed
More informationRe: Proposed Amendments to NI and its Policy Re. Client Relationship Model Phase 2 (CRM2) Amendments
Naomi Solomon Managing Director nsolomon@iiac.ca Via Email October 5, 2016 British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan
More informationRequest for Comments
Chapter 6 Request for Comments 6.1.1 MI 32-102 Registration Exemptions for Non-Resident Investment Fund Managers and Companion Policy 32-102CP Registration Exemptions for Non-Resident Investment Fund Managers
More informationNational Instrument Definitions. (3) In a national instrument or multilateral instrument
PART 1 DEFINITIONS AND INTERPRETATION 1.1 and Interpretation (1) Every term that is defined or interpreted in the statute of the local jurisdiction referred to in Appendix B, the definition or interpretation
More information2011 BCSECCOM 77. Applicable British Columbia Provisions National Instrument Insider Reporting Requirements and Exemptions, s. 10.
February 1, 2011 Headnote Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions National Instrument 55-104 Insider
More informationStart-up Crowdfunding Guide for Funding Portals
Start-up Crowdfunding Guide for Funding Portals Crowdfunding is a process through which an individual or a business can raise small amounts of money from a large number of people, typically through the
More informationNATIONAL INSTRUMENT DEFINITIONS Act means the Securities Act of 1933 of the United States of America, as amended from time to time;
This document is an unofficial consolidation of all amendments to National Instrument 14-101 Definitions, current to December 7, 2017. It includes local amendments made outside Ontario, as set out in CSA
More informationIndividual Taxation Tax Planning Guide
Taxable Income TABLE I1 ONTARIO (2014) TAX TABLE Tax Effective Marginal Rate Federal Ontario Total Rate Federal Ontario Total $ $ $ $ 10,000-17 17 0.2 0.0 5.0 5.0 11,000-67 67 0.6 12.9 5.1 18.0 12,000
More informationM e Anne-Marie Beaudoin
May 18, 2018 BY EMAIL Alberta Securities Commission Autorité des marchés financiers British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer
More informationABCD. Dear Sirs: SENT BY ELECTRONIC MAIL
KPMG LLP Bay Adelaide Centre Suite 4600 333 Bay Street Toronto ON M5H 2S5 Telephone (416) 777-8500 Fax (416) 777-8818 www.kpmg.ca SENT BY ELECTRONIC MAIL British Columbia Securities Commission Alberta
More informationBY
Scotia Securities Inc. 40 King Street West, 33rd Floor Toronto, Ontario Canada M5H 1H1 BY EMAIL: jstevenson@osc.gov.on.ca; consultation-en-cours@lautorite.qc.ca October 16, 2009 British Columbia Securities
More informationForm F1 Report of Exempt Distribution
Form 45-106F1 Report of Exempt Distribution A. General Instructions 1. Filing instructions An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must
More informationRE : Comments on Proposed Amendments to NI Continuous Disclosure Obligations
1470 Hurontario Street, Suite 201, Mississauga, Ontario L5G 3H4 Telephone (905) 274-1639 Facsimile (905) 274-7861 Web Site: www.ciri.org E-Mail:enquiries@ciri.org March 9, 2006 British Columbia Securities
More informationThe Canadian Securities Administrators (the CSA or we) are publishing for a 90 day comment period proposed amendments (the Proposed Amendments) to:
CSA Notice and Request for Comment Proposed Amendments to Certain National and Multilateral Instruments and Policies Related to the Recognition of Aequitas Neo Exchange Inc. December 11, 2014 Introduction
More informationMarch 6, Attention of:
March 6, 2006 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission - Securities Division Manitoba Securities Commission Ontario Securities Commission
More informationRe: Pension Investment Association of Canada ( PIAC ) Comments on CSA Proposed National Instrument Derivatives: Business Conduct
August 29, 2017 British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission
More informationMackenzie's Canadian Federal / Provincial Marginal Tax Rates
Mackenzie's Federal / Provincial Marginal Tax Rates Current as of: July 1, 2012 Quick Links by Province AB NS QC BC NT SK MB NU YT NB ON NL PE How To Use These Tables: Marginal Tax Rates calculate the
More informationFORM F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS (sections 2.3 and 2.5(2))
FORM 33-109F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS (sections 2.3 and 2.5(2)) GENERAL INSTRUCTIONS Complete and submit this form to the relevant regulator(s) or in Québec, the
More informationSTIKEMAN ELLIOTT. Stikeman Elliott LLP Barristers & Solicitors
Stikeman Elliott LLP Barristers & Solicitors 5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9 Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com DELIVERED BY E-MAIL September 30,
More information6.1.2 Adoption of a T+2 Settlement Cycle for Conventional Mutual Funds Proposed Amendments to National Instrument Investment Funds
6.1.2 Adoption of a T+2 Settlement Cycle for Conventional Mutual Funds Proposed Amendments to National Instrument 81-102 Investment Funds Notice and Request for Comment Adoption of a T+2 Settlement Cycle
More informationEXHIBIT 1 ACCREDITED INVESTOR CERTIFICATE ACCREDITED INVESTORS. HARBOUREDGE MORTGAGE INVESTMENT CORPORATION (the Company )
EXHIBIT 1 ACCREDITED INVESTOR CERTIFICATE ACCREDITED INVESTORS TO: RE: HARBOUREDGE MORTGAGE INVESTMENT CORPORATION (the Company ) PURCHASE OF CLASS A PREFERRED SHARES OF THE ISSUER (the Securities ) The
More informationAMENDMENTS TO NATIONAL INSTRUMENT REGISTRATION INFORMATION
AMENDMENTS TO NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION 1. National Instrument 33-109 Registration Information is amended by this Instrument. 2. Section 1.1 is amended by (a) adding the following
More informationProposed Amendments to National Instruments , and Related Forms and Companion Policies Response to Request for Comments
May 28, 2008 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des marchés
More informationApplicable British Columbia Provisions National Instrument Mutual Funds s.19.1, s. 2.7(1) and s. 2.7(4), and s. 6.1(1)
Citation: 2013 BCSECCOM 525 Headnote Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions National Instrument 81-102
More informationProposed Amendments to Multilateral Instrument Resale of Securities
Osler, Hoskin & Harcourt LLP Canadian Lawyers 280 Park Avenue 30 W, New York, New York, U.S.A. 10017 T 212 867 5800 F 212 867 5802 osler.com N E W Y O R K T O R O N T O O T T A W A C A L G A R Y M O N
More informationLEGAL CONSIDERATIONS FOR STARTING A POOLED FUND Pierre-Yves Châtillon, Fasken Martineau DuMoulin
LEGAL CONSIDERATIONS FOR STARTING A POOLED FUND Pierre-Yves Châtillon, Fasken Martineau DuMoulin 1. The Pooled Fund Structure a) Benefits: Is a conduit that can maintain same characterization of income
More informationInsolvency Statistics in Canada. September 2015
Insolvency Statistics in Canada September 2015 List of Tables Table 1: Total Insolvencies... 1 Table 2: Insolvencies Filed by Consumers... 2 Table 3: Insolvencies Filed by Businesses... 3 Table 4: Insolvencies
More informationSecurities Passport System Implemented
For Immediate Release January 25, 2008 Securities Passport System Implemented Regulators Introduce Streamlined Review Policies for Passport Jurisdictions and Ontario Vancouver Today, the Canadian Securities
More informationDelivered By
December 22, 2016 Delivered By Email: comments@osc.gov.on.ca; consultation-en-cours@lautorite.qc.ca British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority
More informationSeptember 24, 2010 SUBMITTED BY
Fasken Martineau DuMoulin LLP Barristers and Solicitors Patent and Trade-mark Agents www.fasken.com 66 Wellington Street West Suite 4200, Toronto Dominion Bank Tower Box 20, Toronto-Dominion Centre Toronto,
More informationCSA Consultation Paper Auditor Oversight Issues in Foreign Jurisdictions
CSA Consultation Paper 52-403 Auditor Oversight Issues in Foreign Jurisdictions April 25, 2017 I. Introduction The Canadian Securities Administrators (CSA or we) are publishing this consultation paper
More informationCompanion Policy CP Prospectus and Registration Exemptions
Companion Policy 45-106CP Prospectus and Registration Exemptions PART 1 - INTRODUCTION 1.1 Purpose 1.2 Status in Yukon 1.3 All trades are subject to securities legislation 1.4 Multi-jurisdictional trades
More informationMULTILATERAL INSTRUMENT
Chapter 5 Rules and Policies 5.1.1 Multilateral Instrument 33-109, Registration Information MULTILATERAL INSTRUMENT 33-109 REGISTRATION INFORMATION TABLE OF CONTENTS PART TITLE PART 1 DEFINITIONS 1.1 Definitions
More informationAppendix A Jurisdiction-Specific Requirements General Insurance Agents And Brokers
Appendix A Jurisdiction-Specific Requirements General Insurance Agents And Brokers Documents to be attached to Application: Non-residents must attach a Certificate of Authority from their home jurisdiction
More informationMultilateral CSA Notice Multilateral Instrument Listing Representation and Statutory Rights of Action Disclosure Exemptions
Multilateral CSA Notice Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions June 25, 2015 Introduction All of the members of the Canadian Securities
More informationMultilateral Instrument Principal Regulator System
Document Type: Rule Document N o. : 11-101 Subject: Principal Regulator System Amendments: Published Date: 26 August 2005 Effective Date: 19 September 2005 Multilateral Instrument 11-101 Principal Regulator
More informationSent by electronic mail: November 11, 2013
Sent by electronic mail: November 11, 2013 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities
More informationConsultation Paper December 20, 2010
Consultation Paper December 20, 2010 Consultation on Possible Options for the Incorporation of Individual Representatives of Registered Dealers and Advisers in Canada PURPOSE A working group of provincial/territorial
More informationSECURITIES LAW NEWSLETTER
SECURITIES LAW NEWSLETTER Q4 2015 FOR MORE INFORMATION OR INQUIRIES Michael Dolphin 416.947.5005» full bio Zachary Goldenberg 416.619.6291» full bio A Newsletter Providing Concise Updates on Securities
More information2002 BCSECCOM 732 AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND
Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from continuous disclosure, insider reporting and SEDI filing requirements in connection with an arrangement involving exchangeable
More informationIn the Matter of the Securities Legislation of British Columbia and Ontario (the Jurisdictions) and
Citation: 2017 BCSECCOM 122 Headnote Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions 1996 Securities Act s,76
More informationNotice and Request for Comment Proposed National Instrument Derivatives: Business Conduct and Proposed Companion Policy CP
Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE Toronto Montréal Calgary Ottawa New York September 1, 2017 SENT BY
More informationRe: Revised Draft National Instrument "Registration Requirements" - Comments Submitted by Osler, Hoskin & Harcourt LLP
Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE May 29, 2008 Toronto Montréal Ottawa Calgary New York British Columbia
More information