Notice of General Order – Ontario Instrument 13-511 Temporary Exemption from the Late Fee under Section 3.3 of Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees for the Late Filing of a Form 33-506F5 to Amend Item 10 of Form 33-506F4, which includes Disclosure Requirements in respect of Certain Outside Activities

NOTICE OF GENERAL ORDER

Ontario Instrument 13-511 Temporary Exemption from the Late Fee under Section 3.3 of Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees for the Late Filing of a Form 33-506F5 to Amend Item 10 of Form 33-506F4, which includes Disclosure Requirements in respect of Certain Outside Activities

February 16, 2023

Description of CFA Order

The Ontario Securities Commission (theCommission or OSC) has made an order (theCFA Order) under subsection 75(2) of the Commodity Futures Act (Ontario) (theCFA) providing a temporary exemption from the requirement to pay the late fee for the late filing under Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information (OSC Rule 33-506) of a Form 33-506F5 Change of Registration Information (Form 33-506F5) to amend item 10 of Form 33-506F4 Registration of Individuals and Review of Permitted Individuals (Form 33-506F4), on the terms set out in the CFA Order.

More specifically, under the CFA Order, effective February 13, 2023, persons and companies are exemptfrom the requirement to pay late fees under section 3.3 of Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees (OSC Rule 13-503) in respect of their late filing of a Form 33-506F5 to amend item 10 of their Form 33-506F4, where the Form 33-506F5 is filed:

i) on or after February 13, 2023; and

ii) before April 3, 2023.{1}

The full text of the CFA Order is contained in Ontario Instrument 13-511 Temporary Exemption from the Late Fee under Section 3.3 of Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees for the Late Filing of a Form 33-506F5 to Amend Item 10 of Form 33-506F4, which includes Disclosure Requirements in respect of Certain Outside Activities (Ontario Instrument 13-511), which is set out in the accompanying Annex A to this Notice.{2}

Background

Initial moratorium on late fees for the late filing of outside activities information

The temporary exemption provided for in the CFA Order corresponds to an exemption that previously existed during a moratorium period from January 1, 2019 to December 31, 2021 (theInitial OA Moratorium).{3}

On December 16, 2021, the OSC extended the Initial OA Moratorium until June 6, 2022 by way of Ontario Instrument 13-509 Extension of Moratorium on Outside Activities Late Filing Fees (Commodity Futures Act) (the Moratorium Extension).{4} The effect of the Moratorium Extension was to extend for registrants the expiry date of the previous temporary exemption during the Initial OA Moratorium until June 6, 2022.{5}

Fee rule amendments

On January 21, 2022, the OSC published for comment proposed amendments to OSC Rule 13-503 (the Proposed 13-503 Amendments).{6} The Proposed 13-503 Amendments were, among other things, intended to provide for the permanent elimination of the late fee upon the late filing of a Form 33-506F5 to disclose amendments to item 10 of Form 33-506F4 after the required filing deadline for the Form 33-506F5.

On November 23, 2022, the OSC published final amendments to OSC Rule 13-503 (the Final 13-503 Amendments).{7}

As in the case of the Proposed 13-503 Amendments, the Final 13-503 Amendments (which come into force on April 3, 2023) provide for the permanent elimination of the late fee for disclosing amendments to item 10 of Form 33-506F4 after the required filing deadline.

Reasons for CFA Order

The CFA Order is intended to reduce regulatory burden, consistent with the previous temporary exemptions and the Final 13-503 Amendments.

In response to the proposed elimination of the subject late fees in the Proposed 13-503 Amendments, the OSC received comments supporting the elimination and did not receive comments opposing the elimination.

Day on which the CFA Order Ceases to Have Effect

The CFA Order came into effect on February 13, 2023 and ceases to have effect on April 3, 2023.

{1} Once the Final 13-503 Amendments come into force on April 3, 2023, there will no longer be any late fees for these late filings and therefore no need to continue the temporary exemption.

{2} The OSC has also issued a similar general Order under the Ontario Securities Act (the OSA) in Ontario Instrument 13-510 Temporary Exemption from the Late Fee under subsection 6.4(1) of Ontario Securities Commission Rule 13-502 Fees for the Late Filing of a Form 33-109F5 to Amend Item 10 of Form 33-109F4, which includes Disclosure Requirements in respect of Certain Outside Activities -- that is the subject matter of a separate notice.

{3} https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-502/notice-amendments-and-changes-osc-rule-13-502-fees-and-osc-rule-13-503-commodity-futures-act-fees

{4} https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-509/ontario-instrument-13-509-extension-moratorium-outside-activities-late-filing-fees-commodity

https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-509/notice-general-order-ontario-instrument-13-509-extension-moratorium-outside-activities-late-filing

{5} The Initial OA Moratorium was not extended to a "permitted individual" (as defined in OSC Rule 33-506) that was not also a registrant.

{6} https://www.osc.ca/sites/default/files/2022-01/rule_20220121_13-502_13-503-rfc-proposed-amendments.pdf

{7} https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-502/amendments-osc-rule-13-502-fees-osc-rule-13-503-commodity-futures-act-fees-changes-their-companion