Application pursuant to section 7.1 of MI 33-109 that the Applicant be relieved from the Form 33-109F requirements in respect of certain of its nominal officers. The exempted officers are without significant authority over any part of the applicant's operations and have no connection with its Ontario operation. The applicant is still required to submit 33-109 F4's on behalf of its directing minds, who are the directors and certain "Executive Officers", and its Registered Individuals which are those officers involved in the Ontario business activities.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Regulation made under the Securities act, R.R.O., Reg. 1015, as am., ss. 116, 117, 118.
Multilateral Instrument 33-109 -- Registration Information.
July 4, 2005
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the ACT)
IN THE MATTER OF
CREDIT SUISSE FIRST BOSTON LLC
(Subsection 7.1(1) of Multilateral Instrument 33-109)
UPON the application of Credit Suisse First Boston LLC (the Applicant) to the Ontario Securities Commission (the Commission) pursuant to section 7.1 of Multilateral Instrument 33-109 -- Registration Information (MI 33-109) for an exemption from the requirement in subsection 2.1(c) of MI 33-109 that the Applicant submit a completed Form 33-109F4 for all Non-Registered Individuals of the Applicant in connection with the Applicant's registration as a dealer in the category of a limited market dealer (LMD);
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Director that:
1. The Applicant organized under the laws of the State of Delaware and has its principal place of business in New York, New York.
2. The Applicant is currently registered with the Commission as a dealer in the category of international dealer and intends to maintain such registration. The Applicant is also seeking registration as a dealer in the category of a LMD.
3. The Applicant is a global brokerage firm providing institutional clients with access to financial and commodity markets around the world. The Applicant has approximately 6,800 officers.
4. Pursuant to MI 33-109, a LMD is required to submit, in accordance with Multilateral Instrument 31-102 -- National Registration Database (MI 31-102), a completed Form 33-109F4 for each Non-Registered Individual of the Applicant, including all directors and officers, who have not applied to become Registered Individuals of the Applicant under subsection 2.2(1) of MI 33-109.
5. Of the Applicant's approximately 6,800 officers, not more than one percent (1%) are involved in the Applicant's trading activities in Ontario. All officers, and any new officers, or officers who subsequently become involved in trading securities in Ontario on behalf of the Applicant, will register as Registered Individuals in accordance with the registration requirement under section 25(1) of the Act and the requirements of MI 33-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.
6. Many of the Applicant's remaining directors and officers would not reasonably be considered to be directors or senior officers of the Applicant from a functional point of view. These officers have the title "vice president" or a similar title but are not in charge of a principal business unit, division or function of the Applicant (the Nominal Officers). As disclosed on the Applicant's Form BD filed with the U.S. Securities and Exchange Commission, the Applicant's executive officers include the following: Chief Operations Officer; Compliance Registered Options Principal; President; Chief Executive Officer; General Counsel; Chief Compliance Officer; Senior Registered Options Principal, Chief Financial Officer; Corporate Secretary; and Treasurer (the Executive Officers).
7. The Applicant will designate a director or officer who is registered with the Commission, as the compliance officer (the Designated Compliance Officer) who will monitor and supervise the Ontario trading activities of the Applicant and will be responsible for compliance with Ontario securities law and any conditions of the Applicant's registration as a LMD in Ontario.
8. The Applicant will submit a Form 33-109F4 for each of its directors, the Executive Officers, each of the members of its board of managers (the Managers), and a Designated Compliance Officer pursuant to MI 31-109, completed with all the information required for a Non-Registered Individual.
9. The Applicant seeks relief from the requirement to submit Form 33-109F4's for its Nominal Officers.
10. In the absence of the requested exemption, subsection 2.1(c) of MI 33-109 would require that in conjunction with its LMD registration, the Applicant submit a completed Form 33-109F4 for each of its Non-Registered Individuals, which would include its nearly 6,800 Nominal Officers. These individual registrations would also need to be monitored on a constant basis to ensure that notices of change were submitted in accordance with the requirements of section 5.1 of MI 33-109 and that all information was kept current. Given the limited scope of the Applicant's activities in Ontario and the number of Nominal Officers, none of whom will have any involvement in the Applicant's Ontario activities, the preparation and filing of Form 33-109F4's on behalf on each Nominal Officer would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant and the Commission.
AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed,
IT IS ORDERED pursuant to section 7.1 of MI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of MI 33-109 and section 3.3 of MI 33-109 to submit a completed Form 33-109F4 for each of its Non-Registered Individuals who are Nominal Officers not involved in its Ontario business, provided that at no time will the Nominal Officers include any director, Executive Officer, Managers, or Designated Compliance Officer, or other officer who will be involved in, or have oversight of, the Applicants activities in Ontario in any capacity.
"David M. Gilkes"