Archived Notices, Instruments, Rules and Policies

1 CSA Staff Notice 31-335 Extension of Interim Relief for Members of the Investment Industry Regulatory Organization of Canada from the Requirement in section 14.2(1) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Respect of the Provision of Relationship Disclosure Information to Existing Clients October 3, 2013 Introduction All Canadian Securities Administrators (CSA) members have issued parallel orders that provide a limited extension of previously issued interim relief from the requirement to provide relationship disclosure information (RDI) prescribed by section 14.2(1) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for firms that are members of the Investment Industry Regulatory Organization of Canada (IIROC). The relief has been extended to March 26, 2014 in respect of the provision of RDI to existing clients only (i.e. clients that were clients of the firm before March 26, 2013). Relief Section 14.2(1) of NI 31-103 sets out the principle that a registered firm must deliver to a client all information that a reasonable investor would consider important about the client’s relationship with the registrant. As announced in CSA Staff Notice 31-329 issued on September 28, 2011, all CSA members issued parallel orders that exempted firms that are members of IIROC from the application of the requirement of section 14.2(1) of NI 31-103, provided that after the IIROC RDI rules are approved, the IIROC member complies with them, subject to applicable transition periods. The orders were set to expire on December 31, 2013, by which time the IIROC RDI rules were expected to be fully implemented. On March 26, 2012, IIROC announced in IIROC Notice 12-0107 Client Relationship Model – Implementation the implementation of, among other things, new IIROC Dealer Member Rule 3500 – Relationship disclosure (the IIROC RDI Rule). The IIROC RDI Rule sets out detailed requirements to assist registered firms who are IIROC members to comply with the general principle in section 14.2(1) of NI 31-103. The implementation schedule for the IIROC RDI Rule provided that the provision of RDI to: (i) new clients be given a one year transition period, with an effective implementation date of March 26, 2013, and (ii) existing clients be given a two year transition period, with an implementation date of March 26, 2014. Since the IIROC RDI Rule will not come into effect until March 26, 2014 in respect of the provision of RDI to existing clients, all CSA members have issued parallel orders that exempt registered firms that are members of IIROC from the application of the requirements of section 14.2(1) of NI 31-103 in respect of the provision of RDI to their clients that were clients of the

-2- firm before March 26, 2013. The orders will come into effect on December 31, 2013 and will expire on March 26, 2014, by which time the IIROC RDI Rule will be fully implemented. We are publishing the orders with this Notice. The orders are also available on websites of CSA members, including: www.lautorite.qc.ca www.albertasecurities.com www.bcsc.bc.ca www.msc.gov.mb.ca www.gov.ns.ca/nssc www.nbsc-cvmnb.ca www.osc.gov.on.ca www.sfsc.gov.sk.ca Questions If you have questions regarding this Notice or the orders please direct them to any of the following: Christopher Jepson Brian W. Murphy Senior Legal Counsel Deputy Director, Capital Markets Compliance and Registrant Regulation Nova Scotia Securities Commission Ontario Securities Commission 902-424-4592 416-593-2379 murphybw@gov.ns.ca cjepson@osc.gov.on.ca Gérard Chagnon Jason L. Alcorn Analyste expert en réglementation Legal Counsel, Securities Direction des pratiques de distribution et Financial and Consumer Services des OAR Commission (New Brunswick) Autorité des marchés financiers 506-643-7857 418-525-0337, ext 4815 jason.alcorn@fcnb.ca 1-877-525-0337 gerard.chagnon@lautorite.qc.ca Kate Lioubar Katharine Tummon Senior Legal Counsel Director Capital Markets Regulation Office of the Superintendent British Columbia Securities Commission of Securities, P.E.I. 604-899-6628 and 902-368-4542 1-800-373-6393 kptummon@gov.pe.ca klioubar@bcsc.bc.ca

-3- Navdeep Gill Craig Whalen Manager, Registration Manager of Licensing, Registration and Alberta Securities Commission Compliance 403-355-9043 Office of the Superintendent of Securities navdeep.gill@asc.ca Government of Newfoundland and Labrador 709-729-5661 cwhalen@gov.nl.ca Dean Murrison Louis Arki Director, Securities Division Director, Legal Registries Financial and Consumer Affairs Authority Department of Justice, Government of of Saskatchewan Nunavut 306-787-5842 867-975-6587 dean.murrison@gov.sk.ca larki@gov.nu.ca Chris Besko Rhonda Horte Deputy Director, Legal Counsel Deputy Superintendent The Manitoba Securities Commission Office of the Yukon Superintendent 204-945-2561 and 1-800-655-5244 of Securities (Toll Free (Manitoba only)) 867-667-5466 chris.besko@gov.mb.ca rhonda.horte@gov.yk.ca Carla Buchanan Donn MacDougall Compliance Auditor Deputy Superintendent, Legal & The Manitoba Securities Commission Enforcement 204-945-2561 and 1-800-655-5244 Office of the Superintendent of Securities (Toll Free (Manitoba only)) Government of the Northwest Territories carla.buchanan@gov.mb.ca Tel: 867-920-8984 donald.macdougall@gov.nt.ca

THE MANITOBA. THE SECURITIES ACT ) Order No. 6813 SECURITIES ) COMMISSION Section 20(1) and National Instrument) 31-103 Registration Requirements ) And Exemptions ) October 3, 2013 Transitional relief from the requirement to provide the relationship disclosure information prescribed by section 14.2(1) of NI 31-103 for llROC member firms BLANKET ORDER 31-514 INTERPRETATION Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") or National Instrument 14-101 Definitions have the same meaning. WHEREAS: (A) Under section 14.2(1) [relationship disclosure information] of NI 31-103, a registered firm must deliver to a client all information that a reasonable investor would consider important about the client's relationship with the registrant. (B) Under section 16.14 of NI 31-103, section 14.2 of NI 31-103 did not apply until September 28, 2010 to persons or companies that were registered on September 28, 2009. (C) On September 10, 2010, the commission issued Blanket Order 31-514, providing temporary relief from the application of section 14.2(1) of NI 31-103 until September 28, 2011 to Investment Industry Regulatory Organization of Canada ("llROC") members. The temporary relief was provided in anticipation of the finalization of the llROC relationship disclosure information proposal (the "ROI Proposal"). (D) On September 23, 2011, the commission issued Commission Order No. 6400 Transitional relief from the requirement to provide the relationship disclosure information prescribed by section 14.2(1) of NI 31-103 for I/ROG member firms Blanket Order 31-514, providing further temporary relief from the application of section 14.2(1) of NI 31-103 until December 31, 2013 to llROC members (the "ROI Order"). It was anticipated that the llROC ROI Proposal would be finalized and new llROC member rules reflecting the llROC ROI Proposal would be approved before the end of 2011 with provisions for their implementation in phases over a two-year transition period . (E) On March 26, 2012, the llROC announced in llROC Notice 12-0107 500-4{)0 St. lt,.fary Av-emit:', Winnipl.'J.:, ManiWb.a RJC 4KS tel : (Zl.1-1) Q45 .2548 fax: (204) Q4S .03JO "-ww.msc.~ov.mb.rn

2 Client Relationship Model - Implementation the implementation of, among other things , new llROC Dealer Member Rule 3500 - Relationship disclosure (the "llROC ROI Rule"). (F) The llROC ROI Rule sets out detailed requirements to assist registered firms who are llROC members to comply with the general principle in section 14.2(1) of NI 31 -103. (G) The implementation schedule for the llROC ROI Rule provided that the provision of relationship disclosure information to: (i) new clients be given a one year transition period , with an effective implementation date of March 26 , 2013, and (ii) existing clients be given a two year transition period , with an implementation date of March 26, 2014. (H) If a registered firm that is a member of llROC is required to comply with section 14.2(1) of NI 31-103 on December 31 , 2013, the date when the ROI Order expires, it will be required to prepare detailed relationship disclosure information for its existing clients and may incur significant costs changing its relationship disclosure communications with existing clients when the llROC ROI Rule is implemented. (I) Since the llROC ROI Rule will come into effect on March 26, 2014 in respect of the provision of relationship disclosure information to existing clients , the cost that llROC members will incur by having to comply with section 14.2(1) of NI 31-103 on December 31 , 2013 in the interim is not justified . IT IS ORDERED: 1. THAT under s. 20(1) of The Securities Act, R.S.M. 1988, c. 850, registered firms that are members of llROC are exempt from section 14.2(1) of NI 31-103 in respect of the provision of relationship disclosure information to their clients that were clients of the firm before March 26, 2013. 2. THAT this order comes into effect on December 31 , 2013 and expires on March 26, 2014. BY ORDER OF THE COMMISSION Deputy Director