BCN 2001/82 - Publication for Comment of Proposed Multilateral Instrument 33-109 and Related Documents [BCN - Rescinded]

Publication for comment
The British Columbia Securities Commission is publishing for comment Multilateral Instrument 33-109 Registration Information Requirements (MI 33-109), its companion policy, and related forms that, together, would consolidate and harmonize the requirements for submitting registration information. The documents are:

• MI 33-109
• Forms 33-109F1 to 33-109F5
• Companion Policy 33-109CP Registration Information Requirements

Concurrently with this publication for comment, we and other jurisdictions are publishing for comment a related notice regarding the National Registration Database (the NRD), and Multilateral Instrument 31-102 National Registration Database (NRD) (MI 31-102), with its associated documents. The NRD initiative would establish a database to transmit and store registration information primarily for individual registrants.

Substance and purpose of the proposed instrument
Proposed MI 33-109 would consolidate and harmonize requirements regarding initial submissions of registration information and updating that information.

All of the jurisdictions represented by the Canadian Securities Administrators (the CSA), except Québec, expect to implement MI 33-109 as a rule, regulation or other appropriate instrument.

Summary of the proposed instrument
The proposed MI 33-109 would govern the information required for registration. It would replace section 42 of the Securities Act and section 68 of the Securities Rules and it would maintain the five-business-day notification requirement currently in place for some changes to registration information. The proposed MI 33-109 sets out the information that firms and individuals must submit, the due diligence requirements, and the forms for submitting registration-related information. Its requirements also include information that firms would submit for certain non-registered persons.

Under MI 33-109, firms would no longer have to submit many types of supporting documents to securities regulators, although in some circumstances the requirement remains. The record-keeping and the due diligence requirements address this change.

Related instruments
Proposed MI 33-109, its companion policy, and related forms relate to proposed MI 31-102, its companion policy, and related forms, which we are publishing for comment concurrently with this notice. Staff intends to have all of these proposed instruments come into force concurrently.

Amendments to other rules
We propose the following consequential amendments to the Rules, and to the Registration Transfer Rules:

• Amend various sections to make references to registration, renewal, amendment, and reinstatement consistent.
• Add a section to allow exchange contracts dealers to sell commodity pool securities.
• Add a section to allow mutual fund dealers to sell scholarship plan securities.
• Amend various sections to remove the requirement for a securities adviser to have a compliance officer or a branch manager.
• Give the executive director greater discretion to permit off-site branch supervision.
• Repeal section 68 of the Rules as a consequence of a proposal to repeal section 42 of the Securities Act, and because proposed MI 33-109 will set out notice and time requirements.
• Require a firm or an individual registered under the Act that is applying to surrender registration to also consent to a suspension of registration.
• Remove the requirement for written confirmation of registration.
• Clarify which firms and individuals must file registration-related information with the Investment Dealers Association of Canada.
• Delegate the power to exempt Investment Dealers Association of Canada member firms, their representatives, and non-registered persons from MI 31-102 and MI 33-109.

Anticipated costs and benefits
We believe that the proposed MI 33-109 would benefit firms and individuals by harmonizing the notification requirements described in MI 33-109 among those jurisdictions that adopt it. This harmonization complements NRD and would benefit firms and individuals that file information with multiple NRD-participating regulators because those firms and individuals would meet their notification requirements by making a single NRD submission to multiple regulators.

Also, the proposed MI 33-109 would significantly benefit firms because it reduces the paper filings of supporting documents. We believe that the due diligence and record-keeping requirements would not impose significant additional costs on sponsoring firms since currently most firms likely perform a due diligence review of sponsored individuals.

Comments
We published earlier versions of Form 33-109F4 (then called Form 31-102F4) for comment on August 4, 2000, and on July 6, 2001. Responses to the comments received are in Appendix A to this notice.

The CSA jurisdictions participating in NRD invite interested parties to make written submissions about the proposed MI 33-109 and its related documents. Submissions received by March 18, 2002 will be considered.

Submissions should be sent to all securities regulatory authorities listed below in care of the Ontario Securities Commission, in duplicate:

• British Columbia Securities Commission
• Alberta Securities Commission
• Saskatchewan Securities Commission
• The Manitoba Securities Commission
• Ontario Securities Commission
• Office of the Administrator, New Brunswick
• Registrar of Securities, Prince Edward Island
• Nova Scotia Securities Commission
• Securities Commission of Newfoundland
• Registrar of Securities, Northwest Territories
• Registrar of Securities, Nunavut
• Registrar of Securities, Yukon Territory

c/o John Stevenson, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario
M5H 3S8
jstevenson@osc.gov.on.ca

Commenters should also include a diskette containing the submissions (in DOS or Windows format, preferably WordPerfect). Since securities legislation in certain jurisdictions requires some securities regulatory authorities to publish summaries of written comments received during the comment period, submissions cannot be kept confidential.

Questions may be referred to:

Dirk de Lint
Legal Counsel
Ontario Securities Commission
(416) 593-8090
ddelint@osc.gov.on.ca

Melinda Ando
Legal Counsel
Alberta Securities Commission
(403) 297-7274
melinda.ando@seccom.ab.ca

Kathleen Blevin
Legal Counsel
Alberta Securities Commission
(403) 297-3308
kathleen.blevins@seccom.ab.ca

Anthony Wong
Senior Legal Counsel, Legal and Market Initiatives
British Columbia Securities Commission
(604) 899-6777 or (800) 373-6393 (in BC)
awong@bcsc.bc.ca

Proposed instrument
The text of the proposed multilateral instrument, companion policy, and forms follow. The footnotes are not part of the proposed MI 33-109 but have been included to provide background and explanation.

December 13, 2001

Douglas M. Hyndman
Chair

Ref: MI 33-109
 Form 33-109F1
 Form 33-109F2
 Form 33-109F3
 Form 33-109F4
 Form 33-109F5
 CP 33-109
 MI 31-102
 Form 31-102F4
 Securities Rules, section 68
 Securities Act, section 42
 Registration Transfer Rules

This Notice may refer to other documents.  These documents can be found at the B.C. Securities Commission public website at www.bcsc.ca in the Commission Documents database or the Historical Documents database.   

Multilateral Instrument 31-102 National Registration Database
Multilateral Instrument 33-109 Registration Information Requirements

Proposed Amendments to the Registration Transfer Rules

1 Section 1 of the Registration Transfer Rules, B.C. Reg. 193/97, is amended by adding the following definition:

“non-registered individual” has the meaning defined in Multilateral Instrument 33-109;.

2 Section 4 is amended by repealing subsection (5).

3 Section 8 is repealed and replaced by the following:

8. A person referred to in section 3(1) and, with respect to a person referred to in section 3(1), a non-registered individual must submit the information required by Multilateral Instrument 33-109 to the designated organization instead of to the executive director.

4 Section 9 is amended by repealing paragraph (1)(b).

5 The following section is added:

 Powers under multilateral instruments

10. A designated organization, with respect to any person referred to in section 8, may exercise the executive director’s powers under

(a) section 7.1(1) of Multilateral Instrument 31-102, and
(b) section 7.1(1) of Multilateral Instrument 33-109.

Multilateral Instrument 31-102 National Registration Database
Multilateral Instrument 33-109 Registration Information Requirements
 
Proposed Amendments to the Securities Rules

1 Section 1(1) of the Securities Rules, B.C. Reg. 194/97, is amended by adding the following definitions:

 “commodity pool” has the meaning defined in National Instrument 81-104.

2 Sections 6 is amended by adding the following subsections:

(3) Despite subparagraph (2)(d)(i), a person that is registered to trade in exchange contracts, forward contracts or both may trade in securities of commodity pools.

(4) Despite subparagraph (2)(d)(ii), a person that is registered to trade in the securities of mutual funds may trade in securities of a scholarship or educational plan or trust.

3 Section 13 is amended:

(a) in the head note by striking out “or to renew” and substituting “, renew or reinstate”, and

(b) by striking out “or renew” and substituting “, renew or reinstate”.

4 Section 60(2)(b) is amended by striking out “an adviser,” and substituting “, a portfolio manager or investment counsel”.

5 Section 65 is amended by striking out “or adviser” and substituting “, portfolio manager or investment counsel”.

6 Section 66 is amended:

(a) in subsection (1) by striking out “or adviser” and substituting
  “, portfolio manager or investment counsel”,
(b) in subsection (2) by striking out “or adviser” and substituting    “, portfolio manager or investment counsel”, and
(c) in subsection (3) by adding “or if the executive director is satisfied that a branch manager in another branch office is able to ensure that the branch office without a branch manager complies with the Act and the regulations” after “basis”.

7 Section 67 is repealed and the following substituted:

67 Unless earlier suspended or canceled and subject to section 36(1) of the Act, registration expires on December 31 of the year in which the registration was granted, renewed or reinstated.

8 Section 68 is repealed and the following substituted:

Surrender of registration

68 If a registrant files an application to surrender registration, the registrant must also consent to a suspension of registration.