Ontario Securities Commission — 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

ONTARIO SECURITIES COMMISSION

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

The Ontario Securities Commission, considering that to do so would not be prejudicial to the public interest, orders that, effective on February 13, 2023, Ontario Instrument 13-511 entitled: "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" is made.

February 13, 2023

Authority under which the order is made:

Act and section: Commodity Future Act (Ontario), subsection 75(2)

 

ONTARIO SECURITIES COMMISSION

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

Definitions

1. Terms defined in the Commodity Futures Act (Ontario) (the CFA) and Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees (OSC Rule 13-503) have the same meaning in this order, except where otherwise specifically defined.

Background

2. On April 30, 2019, the Ontario Securities Commission (the OSC) approved an amending instrument (the Amending Instrument) to amend OSC Rule 13-503. On the same date, the OSC approved a change document to make corresponding changes to the Companion Policy for OSC Rule 13-503. The OSC delivered the Amending Instrument to the Minister of Finance on May 9, 2019, and the subject amendments came into force on July 23, 2019.

3. The Amending Instrument had the effect of providing a temporary exemption to persons and companies from the requirement to pay the late fee, under section 3.3 of OSC Rule 13-503 for their late filing of a Form 33-506F5 for the purpose of amending item 10 of Form 33-506F4, including amendments relating to disclosure of certain outside activities (OAs), which was in effect during a period from January 1, 2019 to December 31, 2021 (the Initial OA Moratorium).{1}

4. 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).{2} The effect of the Moratorium Extension was to extend for registrants the expiry date of the temporary exemption referred to in paragraph 3.

5. On January 21, 2022, the OSC published for comment proposed amendments to OSC Rule 13-503 (the Proposed 13-503 Amendments), in its Notice entitled: "Proposed Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and Proposed Changes to their Companion Policies."{3} The Proposed 13-503 Amendments were, among other things, intended to provide for the permanent elimination of late fees for disclosing amendments to item 10 of Form 33-506F4 after the required filing deadline.

6. On November 23, 2022, the OSC published final amendments to OSC Rule 13-503, in its notice entitled: "Repeal and Replacement of Ontario Securities Commission Rule 13-502 Fees and Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees, Replacement of their Companion Policies and Related Consequential Amendments and Changes" (the Notice of 13-503 Amendments).{4}

7. As in the case of the Proposed 13-503 Amendments, the Final 13-503 Amendments included the permanent elimination of the late fee for disclosing amendments to item 10 of Form 33-506F4 after the required filing deadline.{5}

8. The Final 13-503 Amendments and other required materials were delivered to the Minister of Finance on or about November 21, 2022. The Final 13-503 Amendments will come into force on April 3, 2023.

9. Under subsection 75(2) of the CFA, if the OSC considers that it would not be prejudicial to the public interest to do so, the OSC may, on application by an interested person or company or on its own initiative, make an order exempting a class of persons or companies, contracts, trades, or intended trades from any requirement of Ontario commodity futures law on such terms or conditions as may be set out in the order, subject to limitations on the duration of the order specified in subsection 75(3) of the CFA.

10. The OSC is satisfied that it would not be prejudicial to the public interest to provide the exemption set out in the below order.

Order

11. Consequently, this order provides for the temporary exemption listed below.

12. Persons and companies are exempt from the requirement to pay the late fee, under subsection 3.3 of OSC Rule 13-503 in respect of their late filing of a Form 33-506F5 to amend item 10 of Form 33-506F4, where the Form 33-506F5 is filed:

i) on or after the date of this order; and

ii) before April 3, 2023.

Effective date and Term

13. This order comes into effect on February 13, 2023 and ceases to be in effect on April 3, 2023.

{1} 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

{2} https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-508/ontario-instrument-13-508-extension-moratorium-outside-activities-late-filing-fees

https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-508/notice-general-order-ontario-instrument-13-508-extension-moratorium-outside-activities-late-filing

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

{4} 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

{5} A blackline comparing the Proposed 13-503 Amendments against current law was set out in the following link: https://www.osc.ca/en/securities-law/instruments-rules-policies/1/13-502/proposed-amendments-osc-rule-13-502-fees-osc-rule-13-503-commodity-futures-act-fees-and-proposed-0

See in particular Appendix D.

The Notice included a blackline comparing the Final 13-503 Amendments against the Proposed 13-503 Amendments, as set out in the following link: 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-1