Notices

CSA Staff Notice 32-301 Omnibus/Blanket Orders Exempting Certain U.S. Broker- Dealers and U.S. Advisers from the Requirement to Register in Respect of Trades and Advice for U.S. Resident Clients March 26, 2015 Introduction The CSA are aware that certain broker-dealers (U.S. broker-dealers) and advisers (U.S. advisers) subject to U.S. federal securities law for trading and advising U.S. resident clients have offices or employees in Canada but are not registered in Canada. Trading and advising in securities in a Canadian jurisdiction, even if clients are not resident in Canada, may require registration under Canadian securities legislation. In the past, some Canadian securities regulatory authorities have, subject to certain conditions, exempted U.S. broker-dealers and U.S. advisers with offices in Canada from the requirement to register, on the basis that they: • trade for or advise U.S. resident clients • are appropriately registered (or exempt from registration) in the U.S. • are subject to the oversight of an acceptable securities regulator. Substance and Purpose These U.S. broker-dealer and U.S. adviser firms do not trade for or advise Canadian clients. CSA staff are of the view that it would not be prejudicial to the public interest to grant relief from the registration requirement for these U.S. broker-dealers and U.S. advisers. CSA members (except Ontario) are issuing parallel orders of general application, effective March 26, 2015. The orders grant an exemption from the requirement to register as a dealer to U.S. broker-dealer firms and their representatives operating from the local jurisdiction and an exemption from the requirement to register as an adviser to U.S. adviser firms and their representatives operating from the local jurisdiction, if they comply with the conditions in those orders. Orders of general application are not authorized under Ontario securities law. However, OSC staff would consider recommending the OSC grant exemptive relief on substantially the same terms as the orders to a U.S. broker-dealer or U.S. adviser on application.

We are publishing the orders with this Notice. The orders are also available on the 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.fcaa.gov.sk.ca Questions If you have questions about this Notice or the orders, please contact any of the following: Veronica Armstrong Senior Legal Counsel Capital Markets Regulation British Columbia Securities Commission 604-899-6839 varmstrong@bcsc.bc.ca Navdeep Gill Manager, Registration Alberta Securities Commission 403-355-9043 Navdeep.gill@asc.ca Mikale White Legal Counsel Securities Division Financial and Consumer Affairs Authority of Saskatchewan 306-787-5899 mikale.white@gov.sk.ca Isaac Filaté Senior Legal Counsel Capital Markets Regulation British Columbia Securities Commission 604-899-6573 ifilate@bcsc.bc.ca Liz Kutarna Deputy Director Capital Markets, Securities Division Financial and Consumer Affairs Authority of Saskatchewan 306-787-5871 liz.kutarna@gov.sk.ca Chris Besko Acting General Counsel and Acting Director The Manitoba Securities Commission 204-945-2561 Toll Free (Manitoba only) 1-800-655-5244 chris.besko@gov.mb.ca

Leigh-Ann Ronen Legal Counsel Compliance and Registrant Regulation Ontario Securities Commission 416-204-8954 lronen@osc.gov.on.ca Brian W. Murphy Deputy Director, Capital Markets Nova Scotia Securities Commission 902-424-4592 murphybw@gov.ns.ca Katharine Tummon Superintendent of Securities Prince Edward Island Securities Office 902-368-4542 kptummon@gov.pe.ca Louis Arki Director, Legal Registries Department of Justice Government of Nunavut 867-975-6587 larki@gov.nu.ca Rhonda Horte Deputy Superintendent Office of the Yukon Superintendent of Securities Corporate Affairs, Community Services, Yukon Government 867-667-5466 securities@gov.yk.ca Gérard Chagnon Analyste expert en réglementation Direction de l’encadrement des intermédiaires Autorité des marchés financiers 418-525-0337 ext. 4815 1-877-525-0337 gerard.chagnon@lautorite.qc.ca Jason Alcorn Legal Counsel, Securities Financial and Consumer Services Commission (NB) 506-643-7857 jason.alcorn@fcnb.ca Craig Whalen Manager of Licensing Registration and Compliance Office of the Superintendent of Securities Government of Newfoundland and Labrador 709-729-5661 cwhalen@gov.nl.ca Gary MacDougall Superintendent of Securities Government of the Northwest Territories 867-920-8984 gary_macdougall@gov.nt.ca