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 F4s on behalf of its directing minds, who are certain Executive Officers, and its Registered Individuals, who are those officers involved in the Ontario business activities.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Multilateral Instrument 33-109 -- Registration Information.
April 26, 2007
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
BLOOMBERG TRADEBOOK (BERMUDA) LTD.
(Subsection 7.1(1) of Multilateral Instrument 33-109)
UPON the application (the Application) of Bloomberg Tradebook (Bermuda) Ltd., (the Applicant) to the Ontario Securities Commission (the Commission) for an order 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 is a Bermuda company and is a wholly owned subsidiary of Bloomberg L.P. The head office of the Applicant is located in Hamilton, Bermuda.
2. The Applicant is registered under Section 87(2) of the Bermuda Investment Business Act 2003 to carry on investment business in or from Bermuda.
3. The Bloomberg Tradebook System is primarily an electronic order routing system that operates as an agency broker in equity securities. Users of the Bloomberg Tradebook System may enter orders for trades in securities which are routed for execution on exchanges and marketplaces around the world. The Bloomberg Tradebook System is offered in Canada by Bloomberg Tradebook Canada Company and is made available only to investment firms and institutional investors in Ontario, and not to individual investors. Bloomberg Tradebook Canada Company acts as the "introducing broker" and currently routes participants' orders for non-U.S. based equities to G-Trade Services Ltd.
4. The Applicant proposes to assume the order routing and trade execution functions currently performed by G-Trade Services Ltd. for orders in non-U.S. equity securities entered via the Bloomberg Tradebook System. In this capacity, the Applicant would, upon receipt of a user's order in non-U.S. equity securities, provide execution of such order with the assistance of an appropriately licensed local broker. In addition, the Applicant proposes to offer electronic pairing of clients' orders for non-U.S. equity securities with corresponding contra orders in non-U.S. equity securities entered via the Bloomberg Tradebook System. In each case, upon execution, the appropriately licensed local broker and a separate clearing broker, which may be an affiliate of the Applicant, will clear and settle the trade in accordance with local legal requirements. The Applicant will not take custody of any client assets. The Applicant will not exercise any investment discretion in respect of client assets. The Applicant intends to apply to the Commission for registration under the Act as a dealer in the category of a LMD.
5. The Applicant intends to apply to the Commission for registration under the Act as a dealer in the category of LMD.
6. 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 officers who have not applied to become Registered Individuals of the Applicant under subsection 2.2(1) of MI 33-109.
7. The Applicant current has seven officers, only three of whom will be involved in the Applicant's activities in Ontario. The three individuals that will be involved in the Applicant's activities in Ontario are Mr. Kim Bang, Mr. Joseph Zangri and Mr. Gary Stone (the Applicant's Executive Officers). Mr. Bang and Mr. Zangri are currently registered with the Commission as officers of certain affiliates of the Applicant and have already submitted a completed Form 33-109F4. Mr. Stone, as well as any new officers who become involved in activities 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 31-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.
8. Other than the Executive Officers, the Applicant's remaining officers would not reasonably be considered to be senior officers of the Applicant from a functional point of view. These officers (the Nominal Officers) have the titles "secretary", "assistant secretary" or "registered representative" or a similar title but are not in charge of a principal business unit, division or any operational function of the Applicant and, in any event, will not be involved in or have oversight of the Applicant's activities in Ontario.
9. The Applicant will designate an officer who is registered with the Commission, as the compliance officer (the Designated Compliance Officer) who will monitor and supervise the Ontario activities of the Applicant and will be responsible for compliance with Ontario securities law and any conditions of the Applicant's registration with the Commission in the category of LMD.
10. The Applicant will submit a Form 33-109F4 for each of the Executive Officers completed with all the information required for a non-registered individual.
11. The Applicant will also submit a Form 33-109F4 for the Designated Compliance Officer.
12. The Applicant seeks relief from the requirement to submit Form 33-109F4s for its Nominal Officers.
13. In the absence of the requested relief, the Applicant, in conjunction with its LMD registration, would be required to submit a completed Form 33-109F4 for each of its non-registered individuals, which would include its Nominal Officers, three of whom are currently resident in Bermuda. 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.
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 Executive Officer or Designated Compliance Officer, or other officer who will be involved in, or have oversight of, the Applicant's activities in Ontario in any capacity.
"David M. Gilkes"