MUTUAL FUND DEALERS ASSOCIATION OF CANADA

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1 MUTUAL FUND DEALERS ASSOCIATION OF CANADA PROPOSED NEW MFDA POLICY NO. 8 PROFICIENCY STANDARD FOR APPROVED PERSONS SELLING EXCHANGE TRADED FUNDS ( ETFs ) I. OVERVIEW A. Current Framewrk Under MFDA Rule (Educatin, Training and Experience), an Apprved Persn must nt perfrm an activity that requires registratin under securities legislatin unless the Apprved Persn has the educatin, training and experience that a reasnable persn wuld cnsider necessary t perfrm the activity cmpetently, including understanding the structure, features and risks f each security that the Apprved Persn recmmends. Similar requirements exist under Natinal Instrument Registratin Requirements, Exemptins and Onging Registrant Obligatins ( NI ). B. Reasns fr Amendments Prpsed new MFDA Plicy N. 8 Prficiency Standard fr Apprved Persns Selling Exchange Traded Funds ( ETFs ) ( Plicy N. 8 ) wuld establish minimum standards in respect f prficiency fr Apprved Persns trading in ETFs. These standards are intended t satisfy requirements under MFDA Rule C. Objectives The bjective f prpsed new Plicy N. 8 is t establish minimum standards that are intended t ensure that Apprved Persns trading in ETFs have the educatin, training, and experience that a reasnable persn wuld cnsider necessary t perfrm the activity cmpetently. D. Effect f Prpsed Amendments The effect f prpsed new Plicy N. 8 will be t require Apprved Persns trading in ETFs t meet minimum prficiency standards and MFDA Members t meet minimum requirements in respect f related training fr their Apprved Persns. II. DETAILED ANALYSIS A. Prpsed MFDA Plicy N. 8 The fllwing is a summary f prpsed new MFDA Plicy N. 8. The text f the Plicy is attached as Schedule A t this Ntice. Page 1 f 5

2 Summary The purpse f the Plicy is t set ut minimum requirements that Members and Apprved Persns must meet t ensure that advice and transactins in respect f the sale f ETFs by Apprved Persns satisfy the prficiency, experience, and related requirements under MFDA Rule Tpics addressed under prpsed new Plicy N. 8 include: ETF Prficiency and Training: This sectin ntes that it is the respnsibility f the Member t ensure that each Apprved Persn advising r transacting in ETFs has adequate prficiency, educatin, and training; Member Plicies and Prcedures: Apprved Persns must receive specific training n Member plicies and prcedures that deal with advising and transacting in ETFs. The Plicy sets ut the minimum requirements that such training must address; ETF Prduct Training fr Apprved Persns: Apprved Persns must receive ETF prduct specific training. As set ut under the Plicy, this requirement may be satisfied by curses ffered thrugh independent curse prviders, r training ffered thrugh the Member. In either case, the curses r Member training must meet the minimum prduct training requirements set ut in the chart included as Appendix A t the Plicy; ETF Prduct Training fr Apprved Persns (Chart): The chart set ut under Appendix A t the Plicy ntes the minimum requirements that must be addressed as part f ETF prduct specific training fr Apprved Persns. These minimum requirements wuld be used t assess the adequacy f any ETF prduct training prvided by Members, r ETF curses ffered by independent prviders. B. Cmparisn with Similar Prvisins N cmparisn with similar prvisins was made. C. Issues and Alternatives Cnsidered IIROC Members IIROC dealers and their Investment Representatives ( IRs )/Registered Representatives ( RRs ) are licensed t transact in securities that are primarily exchange traded. As a result, IIROC dealers have the systems/technlgical infrastructure, and plicies/prcedures that are necessary t transact in exchange traded securities. In additin t prficiency requirements that IRs/RRs must meet under NI , IIROC dealers prvide training t their IRs/RRs in respect f exchange trading, the general peratin f the primary and secndary markets, prducts that trade n the secndary markets, including ETFs, and ther related matters. MFDA Members MFDA Members and their Apprved Persns are permitted t sell mutual funds, including certain ETFs that meet the definitin f a mutual fund. Hwever, MFDA Members have, histrically, nt transacted in securities that trade n an exchange. As a result, they have nt Page 2 f 5

3 develped the necessary systems functinality, and plicies/prcedures that wuld be necessary t transact in exchange traded securities. MFDA Members d nt, generally, prvide training t their Apprved Persns in respect f exchange trading r prducts that trade n an exchange. In additin, while certain ETFs meet the definitin f a mutual fund, there are imprtant differences between ETFs and cnventinal mutual funds, including hw they are transacted, that Apprved Persns must understand t meet the general prficiency requirements under MFDA Rule Als, existing curses and examinatins used by the Apprved Persns f MFDA Members t satisfy prficiency requirements under NI (i.e. thse related t trading in cnventinal mutual funds) d nt adequately address the sale f ETFs. D. Systems Impact f Amendments It is nt anticipated that prpsed new Plicy N. 8 will have any additinal material impact upn Members systems, impse any material burden r cnstraint n cmpetitin r innvatin, impse any material csts r restrictins n the activities f market participants, r result in any material increased csts f cmpliance. E. Best Interests f the Capital Markets Prpsed new Plicy N. 8 was apprved by the MFDA Bard f Directrs at their June 8, 2016 meeting. The Bard has determined that the prpsed Plicy is cnsistent with the best interests f the capital markets. F. Public Interest Objective Prpsed new Plicy N. 8 is cnsistent with the public interest and will enhance investr prtectin by establishing minimum prficiency standards fr Apprved Persns trading in ETFs, and minimum requirements fr MFDA Members in respect f related training fr their Apprved Persns. G. Classificatin Prpsed new Plicy N. 8 has been classified as a Public Cmment Rule prpsal. III. COMMENTARY A. Filing in Other Jurisdictins Prpsed new Plicy N. 8 will be filed fr apprval with the Alberta, British Clumbia, Manitba, Nva Sctia and Ontari Securities Cmmissins, the New Brunswick Financial and Cnsumer Services Cmmissin, the Superintendent f Securities f Prince Edward Island, and the Saskatchewan Financial and Cnsumer Affairs Authrity. B. Effectiveness Prpsed new Plicy N. 8 is simple and effective. Page 3 f 5

4 C. Prcess Related Cnsultatin n ETF Prficiency Standards / Cmments Received On July 22, 2015, the MFDA published, fr a 60-day public cmment perid, a Cnsultatin Dcument respecting Prficiency Standards fr Apprved Persns Selling ETFs (see MFDA Bulletin #0653-P). The Cnsultatin Dcument was intended t slicit cmment in respect f prpsed prficiency standards, fr Apprved Persns trading in ETFs, which wuld satisfy requirements under MFDA Rule Fur submissins were received in respnse t the request fr cmments. Cmmenters ffered general drafting suggestins, prvided input n the ETF prficiency standards table that was included with the Cnsultatin Dcument, and sught clarificatin as t when the prpsed prficiency standards wuld apply. A summary f cmments was published n April 4, 2016 (see MFDA Bulletin #0686-P). Prpsed new Plicy N. 8 was develped in cnsultatin with the relevant departments within the MFDA, and has been reviewed by the MFDA Plicy Advisry Cmmittee, the Regulatry Issues Cmmittee f the MFDA Bard f Directrs and, subsequently, apprved by the full MFDA Bard f Directrs. The MFDA Bard f Directrs apprved prpsed new Plicy N. 8 n June 8, In apprving the Plicy, the MFDA has fllwed its established internal gvernance practices and has cnsidered the need fr cnsequential amendments. D. Effective Date Prpsed new Plicy N. 8 will be effective n a date t be subsequently determined by the MFDA. E. Exemptin frm Requirements under Securities Legislatin Prpsed new Plicy N. 8 des nt invlve a Rule that the MFDA, r its Members r Apprved Persns must cmply with in rder t be exempted frm a securities legislatin requirement. F. Cnflict with Applicable Laws r Terms and Cnditins f Recgnitin Order Prpsed new Plicy N. 8 des nt cnflict with applicable laws r the Terms and Cnditins f a Recgnizing Regulatr s Recgnitin Order. IV. SOURCES MFDA Rule (Educatin, Training and Experience); NI Page 4 f 5

5 V. REQUIREMENT TO PUBLISH FOR COMMENT The MFDA is required t publish fr cmment prpsed new Plicy N. 8 s that the issues referred t abve may be cnsidered by the Recgnizing Regulatrs. The MFDA has determined that the entry int frce f prpsed new Plicy N. 8 wuld be in the public interest and is nt detrimental t the capital markets. Cmments are sught n the prpsed new Plicy. Cmments shuld be made in writing. One cpy f each cmment letter shuld be delivered within 90 days f the publicatin f this ntice, addressed t the attentin f: Paige Ward General Cunsel, Crprate Secretary and Vice-President, Plicy Mutual Fund Dealers Assciatin f Canada 121 King St. West, Suite 1000 Trnt, Ontari M5H 3T9 pward@mfda.ca and ne cpy addressed t the attentin f: Anne Hamiltn Senir Legal Cunsel British Clumbia Securities Cmmissin 701 West Gergia Street P.O. Bx 10142, Pacific Centre Vancuver, British Clumbia, V7Y 1L2 ahamiltn@bcsc.bc.ca Thse submitting cmment letters shuld be aware that a cpy f their cmment letter will be made publicly available n the MFDA website at Questins may be referred t: Paige Ward General Cunsel, Crprate Secretary and Vice-President, Plicy Mutual Fund Dealers Assciatin f Canada (416) DM#482629v2 Page 5 f 5

6 Schedule A MFDA POLICY NO. 8 PROFICIENCY STANDARD FOR APPROVED PERSONS SELLING EXCHANGE TRADED FUNDS ( ETFs ) Purpse Under Rule (Educatin, Training and Experience), an Apprved Persn must nt perfrm an activity that requires securities registratin unless the Apprved Persn has the educatin, training, and experience that a reasnable persn wuld cnsider necessary t perfrm the activity cmpetently, including understanding the structure, features, and risks f each security that the Apprved Persn recmmends. A similar requirement exists under Natinal Instrument Registratin Requirements, Exemptins and Onging Registrant Obligatins ( NI ). Cnventinal mutual funds are thse that are traded as a primary distributin with the issuer. In cntrast, ETFs are mutual funds that are traded in the secndary market n an exchange. The purpse f this Plicy is t set ut minimum requirements that Members and Apprved Persns must meet t ensure that advice and transactins in respect f the sale f ETFs by Apprved Persns satisfy the prficiency, experience, and related requirements under Rule and NI Requirements under this Plicy d nt apply t the sale f cnventinal mutual funds that invest in ETFs. Backgrund MFDA Members and their Apprved Persns are permitted t sell ETFs that meet the definitin f a mutual fund. Hwever, there are imprtant differences between ETFs and cnventinal mutual funds. With the exceptin f the Canadian Securities Curse ( CSC ), existing curses and examinatins used by Apprved Persns t satisfy prficiency requirements under NI , in respect f the sale f cnventinal mutual funds, d nt adequately address the sale f ETFs. As a result, additinal measures must be taken t ensure that advice and transactins in respect f the sale f ETFs by Members and their Apprved Persns meet the prficiency, experience, and related requirements under Rule and NI ETF Prficiency and Training Members must ensure that each Apprved Persn advising r transacting in ETFs has adequate prficiency, educatin, and training. In rder t satisfy requirements under Rule 1.2.3, Apprved Persns must receive apprpriate training frm the Member in respect f the fllwing: infrmatin abut the characteristics, features, benefits, and risks f ETFs; and hw ETFs will be ffered thrugh the Member. Page 1 f 8

7 Member Plicies and Prcedures Where ETFs are sld by a Member, the Member must have apprpriate plicies and prcedures regarding their sale. Apprved Persns must receive specific training n thse aspects f the Member s plicies and prcedures that deal with advising and transacting in ETFs. Such training must, at a minimum, include: detailed prduct infrmatin in respect f the ETFs apprved fr sale by the Member; hw market qutes will be btained; the types f trades accepted and the infrmatin required fr each trade accepted; the disclsure infrmatin required fr each transactin; hw evidence f trade instructins, whether executed r unexecuted, and disclsures will be maintained; and hw trade rders will be prcessed. ETF Prduct Training fr Apprved Persns As nted abve, there are existing curses and examinatins used by Apprved Persns t satisfy prficiency requirements under NI in respect f the sale f cnventinal mutual funds. Sme f the infrmatin in such curses verlaps with infrmatin that Apprved Persns wuld be required t knw and understand fr the purpse f prviding advice and transacting in ETFs. Training must fcus n unique aspects f ETFs that Apprved Persns must understand in respect f the particular ETF prducts ffered thrugh the Member. In additin, Apprved Persn training in this area must highlight key differences between ETFs and cnventinal mutual funds. Attached as Appendix A t this Plicy is a chart that sets ut hw new infrmatin and existing tpics/cncepts shuld be addressed as part f ETF prduct training fr Apprved Persns. ETF prduct training fr Apprved Persns may be satisfied by curses ffered thrugh independent curse prviders, r training ffered thrugh the Member. In either case, the training must, at a minimum, address all f the matters included in the chart set ut in Appendix A. Independent Curse Prviders The fllwing curses wuld be acceptable t meet ETF prduct training requirements fr Apprved Persns: Exchange Traded Funds fr Mutual Fund Representatives (Canadian Securities Institute); The Canadian Exchange-Traded Funds Curse (IFSE Institute); Exchange Traded Funds Fr Mutual Fund Dealers (SmartenUP Institute). Page 2 f 8

8 ETF Prduct Training Prvided by Member Where ETF prduct training fr Apprved Persns is prvided by the Member, the Member must keep apprpriate recrds f such training, as required under MFDA Rule N. 5 (Bks, Recrds and Reprting). Examples include, but are nt limited t, the fllwing: attendance recrds; evidence f training sessins; cntent f training materials; and results f exams administered by the Member. Page 3 f 8

9 Appendix A ETF Prduct Training fr Apprved Persns Chart Belw is a chart that sets ut hw new infrmatin and existing tpics/cncepts must, at a minimum, be addressed as part f ETF prduct training fr Apprved Persns. Legend: New Infrmatin Existing Tpics and Cncepts Cntent shuld be explained in detail. Generally a higher level f detail is expected. Shuld include cmparisn f ETFs and cnventinal mutual funds. Existing tpics and cncepts shuld be explained in the cntext f ETFs. Shuld include cmparisn f ETFs and cnventinal mutual funds. General Tpic Sub-Tpics Cmment Percentage Allcatin Intrductin t ETFs Definitin f an Exchange-Traded Fund Registratin/licensing requirements and limitatins Prvide an ETF definitin. Explain hw they have attributes f bth cnventinal mutual funds and stcks. Review the registratin requirements t sell mutual funds and the limitatins f registratin fr Dealing Representatives. 15 Review prducts that Dealing Representatives can and cannt sell. Descriptin f ETFs that can be sld by Apprved Persns: Index Tracking Actively Managed Quasi-Active/Quasi-Passive Describe in detail the types f ETFs that can be sld by Dealing Representatives. Descriptin f ETFs that cannt be sld by Apprved Persns: Leverage and Inverse Describe in general the types f ETFs that cannt be sld by Dealing Representatives. Page 4 f 8

10 General Tpic Sub-Tpics Cmment Percentage Allcatin Regulatin f ETFs Offering Dcuments (Natinal Instrument General Prspectus Requirements) Disclsure Requirements Delivery f ETF disclsure dcument, as prescribed under securities legislatin Cntinuus Disclsure Investment Restrictins Investment restrictins applicable t ETFs Generally describe the regulatin f ETFs including the ffering dcuments, disclsure requirements, investment restrictins and the rle f the Independent Review Cmmittee. May include a summary f hw the regulatin f ETFs is similar/different than cnventinal mutual funds. 10 Characteristics f ETFs Independent Review Cmmittee Rle and respnsibility Descriptin f investment management styles: Active vs. Passive Quasi-Active/Quasi-Passive Indexing What are indices?* Tracking an Index Physical vs. Synthetic Full Replicatin vs. Sampling Tracking Errr Describe Passive vs. Active investment management styles. Describe Quasi-Passive/Active investment management styles. Prvide examples f each style. Define Index and describe in detail the different methds fr tracking an Index. 20 Creatin and Redemptin f Units Designated Brkers/Dealers/Market Makers New ETFs In-kind creatin In-cash creatin Existing ETFs Additinal unit creatin Redemptin f units When number f units may change Explain, and give examples f, tracking errrs. Describe generally the varius rles and respnsibilities f: Designated Brkers; Dealers; Market Makers. Describe in detail hw new ETFs are created and funded. Describe hw new units are created fr existing ETFs. Describe hw existing ETF units are redeemed. Operating Csts Management fees Operating expenses Trading expenses Trailing cmmissins Describe circumstances where ETF units may be created r redeemed. Generally describe the varius perating csts that can apply t ETFs with a fcus n differences between ETFs and cnventinal mutual funds. Page 5 f 8

11 General Tpic Sub-Tpics Cmment Percentage Allcatin Exchange Trading Features and Benefits Prfessinally Managed Lw cst Transparency Tax Efficiency Liquidity Diversificatin General Risks Market Risk Equity Risk Interest Rate Risk Currency Risk Credit Risk Freign Investment Risk Style Risk Cncentratin Risk Cunter-party Risk Tracking Errr Risk that market price differs frm NAV Cmpare ETFs t: Cnventinal Mutual Funds Clsed-End Funds Exchange -Traded Ntes Intrductin t Financial Markets Describe Primary Market Describe Secndary Markets* Auctin Markets Dealer (Over-The-Cunter) Markets Trading n an Exchange ETF Pricing Market pricing Cntinuus during market pen hurs NAV pricing End f day calculatin Daily, Weekly, Mnthly Risk that market price differs frm NAV Generally describe the features and benefits f ETFs with a fcus n differences cmpared t cnventinal mutual funds. Explain that sme features may nly apply t certain ETFs (e.g. sme ETFs may nt be diversified). Generally describe, with examples, each risk that can apply t ETFs. Explain in detail the risk f market price. Explain hw market price differs frm NAV pricing and that market price risk applies t ETFs and nt cnventinal mutual funds. Prvide a summary f key differences and similarities between ETFs and Cnventinal Mutual Funds, Clsed-End Funds, and Exchange -Traded Ntes. Define the terms Primary Market and Secndary Market. Describe in detail the varius Secndary Markets fcusing n the markets where ETFs will be traded. Details shuld include type f markets, market hurs and any specific trading rules and requirements. Explain that ETFs have bth a market price and a NAV calculatin. Explain the difference between calculating a NAV and market price. Explain that ETFs may nt trade at their NAV. 40 Page 6 f 8

12 General Tpic Sub-Tpics Cmment Percentage Allcatin Qutes system What is a Bid? What is an Ask? Bid/Ask Spread Last Trade Price Market Open/Market Clse Price Market Depth and Liquidity What is a Bard Lt/Odd Lt? Define Market Depth Liquidity Rle f Market Makers Distributins Define the term exdistributin Describe distributin reinvestment plans UMIR Rules Trading Halts Circuit Breakers Define the terms Bid, Ask and the Bid/Ask spread. Explain in detail hw t prperly qute an ETF. Define the terms Last Trade Price, Market Open and Market Clse. Define terms Bard Lt, Odd Lt, Market Depth. Explain liquidity and the rle f Market Makers fr exchange traded securities. Define the term exdistributin and explain what it means fr trading purpses. Describe distributin reinvestment plans fr ETFs. Prvide an verview f UMIR Rules and wh has t fllw them. Order Instructins Types f rders (Market, Limit, Stp Limit etc.) Order Dcumentatin Risks and benefits f each rder type Best practices fr rder entry (e.g. in cases f buying r selling large number f shares) Order Entry Order Prcessing Best Executin Exchange rules fr placement and executin Changing Trade Instructins Cancelling Trade Instructins Trade Settlement Cnfirmatins Transactin csts Trading as Principal vs. Agent Explain trading halts and circuit breakers including their purpse and when they are triggered. Describe the varius types f rders including the infrmatin required fr each rder as well as the risks and benefits. Describe situatins where certain rder types may be better than thers. Describe hw rders must be prcessed n exchanges including best executin requirements (e.g. immediate executin), exchange rules, and hw rders are filled. Describe hw t change and cancel pen rders. Discuss Settlement, Cnfirmatins and csts. Briefly explain trading as Principal vs. Agent. Page 7 f 8

13 General Tpic Sub-Tpics Cmment Percentage Allcatin Investing in ETFs Review existing bligatins fr: Knw-Yur-Client Knw-Yur-Prduct Suitability Obligatin Explain that existing bligatins fr KYC, KYP and Suitability apply t the sale f ETFs. 15 Prtfli Management Alpha and Beta Efficient Market Hypthesis Describe different investment strategies fr ETFs Review the fllwing and hw they apply t ETFs: Splits and Cnslidatins PACs, SWPs DRIPs Taxatin Incme Capital Gains and Lsses Dispsitins Custdy Nminee name ( street frm ) vs. client name Explain that nt all ETFs prvide the same level f infrmatin as cnventinal mutual funds, such as risk rating, and that this infrmatin wuld have t be assessed by the Member in rder t satisfy existing bligatins. Briefly explain the cncepts f Alpha, Beta and Efficient Market Hypthesis. Describe in detail the rles an ETF can fill when cnstructing a prtfli. Review these cmmn tpics with a fcus n hw they are applicable t trading in ETFs. Describe in detail nminee name accunt recrds, including a cmparisn f hw they differ frm client name accunt recrds. *Additinal resurce materials, that prvide mre detail n different trading exchanges and cmmn market indices, may be helpful fr Apprved Persns. DM#471611v3 Page 8 f 8

PROFICIENCY STANDARD FOR APPROVED PERSONS SELLING EXCHANGE TRADED FUNDS ( ETFs )

MFDA POLICY NO. 8 PROFICIENCY STANDARD FOR APPROVED PERSONS SELLING EXCHANGE TRADED FUNDS ( ) Purpse Under Rule 1.2.3 (Educatin, Training and Experience), an Apprved Persn must nt perfrm an activity that