32-501 (Blanket Order) - Dealer and Adviser Registration Requirement Exemption

Securities Act
R.S.P.E.I. 1988, Cap.-S-3.1

Document Type: Blanket Order
Document No.: 32-501
Subject: Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice for U.S. resident clients
Effective Date: August 13, 2015

Blanket Order 32-501 Section 16 Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice for U.S. resident clients

Part 1 Definitions

1.1  Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in NI 31-103 or National Instrument 14-101 Definitions have the same meaning.

Part 2 Background

2.1  Certain broker-dealers registered under U.S. federal securities law (U.S. broker-dealer firms) may have offices or employees in Prince Edward Island.

2.2  Certain advisers registered or exempt from registration under U.S. federal securities law (U.S. adviser firms) may have offices or employees in Prince Edward Island.

2.3  Those U.S. broker-dealer firms and U.S. adviser firms may trade for and advise U.S. resident clients and may be subsidiaries of, affiliated to, or have arrangements with registered firms in Prince Edward Island.

2.4  Employees of Prince Edward Island of

(a)  those U.S. broker-dealer firms who trade for U.S. resident clients must be registered to trade for U.S. resident clients under U.S. federal securities law;

(b)  those U.S. adviser firms who advise U.S. resident clients must be registered or exempt from registration to advise U.S. resident clients under U.S. federal securities law, (registered representatives).

2.5  If those U.S. broker-dealer firms and U.S. adviser firms and their registered representatives trade for and advise U.S. resident clients and are not registered in Prince Edward Island, they are in default of the dealer registration requirement or adviser registration requirement, because carrying out those activities in Prince Edward Island requires registration.

2.6  Those U.S. broker-dealer firms and U.S. adviser firms and their registered representatives are subject to U.S. federal securities law in respect of trades for and advice to U.S. resident clients.

Part 3 Order

3.1  Considering that to do so would not be prejudicial to the public interest, the Superintendent orders that:

(1)  a U.S. broker-dealer firm and its representatives are exempt from the dealer registration requirement in respect of trades for U.S. resident clients,

(2)  a U.S. adviser firm and its representatives are exempt from the adviser registration requirement in respect of advice to U.S. resident clients,

if they comply with all of the following conditions:

(a)  The U.S. broker-dealer firm or U.S. adviser firm files with the Superintendent a current information report in the form prescribed in Appendix A before relying on this order, and files an updated information report within 10 days of a change to a previously filed information report.

(b)  The U.S. broker-dealer firm or U.S. adviser firm does not trade securities for or advise clients resident in Prince Edward Island, and their registered representatives only trade securities for or advise clients resident in Prince Edward Island if they are registered in the appropriate category.

(c)  The U.S. broker-dealer firm or U.S. adviser firm files with the regulator all information and records about its trading and advising activities as the Superintendent requires from time to time.

(d)  The U.S. broker-dealer firm and its representatives or the U.S. adviser firm and its representatives are not in default of securities law in any jurisdiction or foreign jurisdiction.

(e)  The U.S. broker-dealer firm and its representatives are registered under U.S. federal securities law.

(f)  The U.S. adviser firm and its representatives are registered or exempt from registration under U.S. federal securities law.

Part 4 Effective Date

4.1 This order comes into effect on August 13, 2015.

Dated at Charlottetown, Prince Edward Island, this 13th day of August, 2015.