Securities Law & Instruments

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OSC STAFF NOTICE 21-709
MARKETPLACE OPERATION AND FORMS 21-101F1 (F1) AND 21-101 F2 (F2)



The purpose of this notice is to remind marketplaces and their operators that they are only permitted to operate within the scope of the operations described in their existing F1 or F2. Should a marketplace wish to engage in activity outside the scope of its F1 or F2, the requisite regulatory approvals must be obtained. Specifically, a marketplace must file an F1 or F2 amendment in accordance with the applicable protocol for review and approval of rules and the information contained in the F1 or F2 (Protocol), and receive regulatory approval before it offers new functionality to its participants.

A complete and accurate F1 or F2, and compliance with the Protocol, are fundamentally important to the Commission's oversight of all marketplaces. The information in the F1 or F2 comprises the basis on which the Commission and Staff understand the operations of the marketplace and underpins our ability to assess the potential impact on its operations, on the marketplace as a whole and on investors. This ensures our markets remain fair, efficient and that investor confidence is maintained.

In addition, Staff remind marketplaces that recent changes to section 3.2(4) of NI 21-101, published in the OSC Bulletin on June 25, 2015,{1} will require annual written certification by the chief executive officer of a marketplace, or an individual performing a similar function verifying "that the information contained in the marketplace's current form F1 or F2, as applicable, is true, correct, and complete and that the marketplace is operating as described in the applicable form". These changes will take effect on October 1, 2015.

Should a marketplace fail to comply with applicable regulatory requirements, including requirements with respect to its F1 or F2, Staff will take appropriate steps under the Securities Act (Ontario).

I. Questions

Questions may be referred to any of:

Paul Romain
promain@osc.gov.on.ca
 
Louis-Philippe Pellegrini
lpellegrini@osc.gov.on.ca
 
Tracey Stern
tstern@osc.gov.on.ca

{1} (2015), 38 OSCB (Supp-2).