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Enoch Wealth & Hurun

150 150 Enoch Wealth Management

推动创业精神,助力未来领袖 | 《2022以诺财富·胡润加拿大U30创业领袖》重磅发布

2022年4月29日,提供有质量的榜单与调研的胡润研究院携手加拿大证券金融机构以诺财富,于加拿大温哥华联合发布 《2022以诺财富·胡润加拿大U30创业领袖》(Enoch Wealth · Hurun Canada Under 30s To Watch 2022),旨在寻找在加拿大的30岁以下(含30岁)的创业领袖。

胡润百富携手以诺财富在温哥华会展中心举办千人规模的财富论坛和五百人规模的颁奖晚宴,由中加亲善大使大山主持,诸多驻加拿大的企业家和投资机构齐聚一堂,包括知名独角兽、瞪羚企业,以及胡润全球富豪榜上的企业家。这是疫情后胡润百富第一次在加拿大举办活动,也是胡润百富近年来在加拿大举办的第三次活动。

来自35家公司的50位创业领袖荣登榜单。他们平均年龄28岁,22%(11位)为女性,12位华人。企业平均成立于6年前。

胡润百富董事长兼首席调研官胡润表示:“很高兴能与温哥华的金融证券机构以诺财富联合发布《2022以诺财富·胡润加拿大U30创业领袖》榜单,并在温哥华联合举办财富论坛和颁奖晚宴。希望这份榜单能帮助这些年轻创业者更受关注和鼓励,让投资者关注这些年轻创业者在做什么,也希望能给地方政府带来一些启发,去关注和完善当地的创业生态。”

“平均而言,这些不到30岁的年轻创业者所创办的企业已经价值1000万加元。想象一下,到他们50岁,80岁时,能做多大?”“如果你想预测加拿大经济的未来,就看看我们的这份‘加拿大U30创业领袖’榜单上的年轻企业家们在做什么行业就知道了。”

以诺财富CEO徐志强表示:“以诺财富很荣幸能携手提供有质量的榜单与调研的胡润研究院联合发布《2022以诺财富·胡润加拿大U30创业领袖》。中国经济的崛起正在改变全球高资产客户财富的分布格局,而华人不断融入海外居住地也很大程度改变着海外华人的社会地位。以诺财富驻扎北美、顺应时代的发展,引领和探索海外华人在全球化经济的挑战中实现财富的累积和传承。全体员工秉承‘专业,谨慎,专注’三大工作原则,以风险管理为基石,坚持为高资产客户寻求长期价值的投资。公司严守合规,注重监管,与时俱进,为华人在海外长期发展带来价值,与客户共同成长。”

关于以诺财富

以诺财富创立于2015年。在一级市场投资以西人公司为主的情况下,以诺财富致力于服务华人投资者,让华人资本更简单、更安全地参与一级市场投资。以诺财富是受BC省和ON省证监会批准成立和监管的金融证券机构(Exempt Market Dealer),证券机构代码NRD51660。以诺财富在BC省和ON省都设有办公室和专业销售团队。在第三方认证的加拿大EMD排名中,以诺财富拿到了BC省第一、加拿大领先的好成绩。*

*数据来源: Private Capital Journal: Hl 2019 Canaccord and Greybrook leading dealer and EMO financing fees earned

关于胡润百富集团 Hurun Group

胡润百富致力于通过有质量的榜单和调研,发现企业价值,弘扬企业家精神。胡润百富主要IP有“3+N”:富豪榜系列,为中国和全球最成功的企业家排名,通过这一系列,让世界更了解中国经济,迄今已成为全球最大的财富榜;500强企业系列,为中国和全球最具价值的企业排名;创业系列,为中国和全球最具成长性的独角兽企业、瞪羚企业、猎豹企业和30岁以下创业领袖(U30)排名;特色榜单,包括《胡润慈善榜》、《胡润品牌榜》、《胡润艺术榜》、《胡润财富报告》、《胡润中国国际学校百强》、《胡润中国最具投资潜力区域百强榜》等。随着榜单的发布,胡润百富每年在全球各地举办近百场极具高端社交与公关价值的精彩交流活动,线上线下紧密结合。

CC&L Equity Fund Webinar Recording

150 150 Enoch Wealth Management

CC&L Equity Fund Webinar Recording

About

Connor, Clark & Lunn Private Capital is a discretionary investment counsellor managing portfolios for high net worth individuals, Indigenous communities, not-for-profits and charitable foundations across Canada. They get to know the clients and listen carefully to their needs. Their experienced and dedicated investment professionals, using an outcome-orientated approach, provide personalized, tax-efficient portfolios to help clients reach their financial goals. The clients can benefit from investing in traditional and alternative assets, as they uniquely bring together independent, specialist teams managing a broad range of distinct asset classes that comprise clients’ investment portfolios.

The Team

CC&L Private Capital’s Chief Investment Officer, Jeff Guise, works closely with the money managers who head up each team, and orchestrates the combination of asset classes to deliver custom portfolios designed to help our clients reach their financial goals. CC&L Financial Group draws on the expertise of over 120 portfolio managers and analysts, to seek out investment opportunities in public and private financial markets. The quality of these money managers affords them responsibility to manage capital for some of the largest institutional clients in North America, including the Canadian Pension Plan Investment Board and applying the same calibre of money management to CC&L Private Capital’s client portfolios.

CC&L Equity Fund Webinar Recording

About

Connor, Clark & Lunn Private Capital is a discretionary investment counsellor managing portfolios for high net worth individuals, Indigenous communities, not-for-profits and charitable foundations across Canada. They get to know the clients and listen carefully to their needs. Their experienced and dedicated investment professionals, using an outcome-orientated approach, provide personalized, tax-efficient portfolios to help clients reach their financial goals. The clients can benefit from investing in traditional and alternative assets, as they uniquely bring together independent, specialist teams managing a broad range of distinct asset classes that comprise clients’ investment portfolios.

The Team

CC&L Private Capital’s Chief Investment Officer, Jeff Guise, works closely with the money managers who head up each team, and orchestrates the combination of asset classes to deliver custom portfolios designed to help our clients reach their financial goals. CC&L Financial Group draws on the expertise of over 120 portfolio managers and analysts, to seek out investment opportunities in public and private financial markets. The quality of these money managers affords them responsibility to manage capital for some of the largest institutional clients in North America, including the Canadian Pension Plan Investment Board and applying the same calibre of money management to CC&L Private Capital’s client portfolios.

Resolve Osprey Fund Webinar Recording

150 150 Enoch Wealth Management

Resolve Osprey Fund Webinar Recording

About

ReSolve Global refers to ReSolve Asset Management SEZC (Cayman) which is registered with the Commodity Futures Trading Commission as a commodity trading advisor and commodity pool operator. This registration is administered through the National Futures Association (“NFA”). Further, ReSolve Global is a registered person with the Cayman Islands Monetary Authority.

They provide tailored financial services for a variety of different entities. Their team has experience advising pensions, endowments, and other institutions. They have advised with central banks and regulators all over the world. They have leading academics and professionals to help plan and manage the future for your institution. Contact them today so they can have a confidential discussion about your institution and goals.

Resolve Osprey Fund

Fund Objective

Generate high risk-adjusted returns by deploying and executing an ensemble of systematic sub-strategies across liquid futures contracts.

Strategy Description

The Osprey Program can go long/short a wide array of global futures contracts, using a proprietary machine learning process engineered by ReSolve to identify thousands of combinations of profitable trading signals. The strategy generation process selects features with return profiles consistent with the strategy’s objective and discards those that do not meet the desired criteria. Each candidate sub-strategy is run through a rigorous battery of filters and validation steps to ensure that only the most robust strategies are selected, after accounting for possible overfitting, trading friction and costs. This process is repeated on a continuous basis.

Resolve Osprey Fund Webinar Recording

About

ReSolve Global refers to ReSolve Asset Management SEZC (Cayman) which is registered with the Commodity Futures Trading Commission as a commodity trading advisor and commodity pool operator. This registration is administered through the National Futures Association (“NFA”). Further, ReSolve Global is a registered person with the Cayman Islands Monetary Authority.

They provide tailored financial services for a variety of different entities. Their team has experience advising pensions, endowments, and other institutions. They have advised with central banks and regulators all over the world. They have leading academics and professionals to help plan and manage the future for your institution. Contact them today so they can have a confidential discussion about your institution and goals.

Resolve Osprey Fund

Fund Objective

Generate high risk-adjusted returns by deploying and executing an ensemble of systematic sub-strategies across liquid futures contracts.

Strategy Description

The Osprey Program can go long/short a wide array of global futures contracts, using a proprietary machine learning process engineered by ReSolve to identify thousands of combinations of profitable trading signals. The strategy generation process selects features with return profiles consistent with the strategy’s objective and discards those that do not meet the desired criteria. Each candidate sub-strategy is run through a rigorous battery of filters and validation steps to ensure that only the most robust strategies are selected, after accounting for possible overfitting, trading friction and costs. This process is repeated on a continuous basis.

Lionguard Opportunity Fund Webinar Recording

150 150 Enoch Wealth Management

Lionguard Opportunity Fund Webinar Recording

About

LionGuard is a specialized investment management company with expertise on small- and medium-capitalization North American equities. Their unique investment solutions benefit from detailed fundamental research and analysis on a market segment with numerous inefficiencies. They are proud to serve a sophisticated clientele of institutional investors, family offices, funds of funds, investment advisors and select high net worth individuals.

Investment Process

Their investment process includes the following steps:

1. Fundamental research & analysis

Conduct detailed fundamental research and analysis on companies before they are included in the portfolio.

2. Calculation of intrinsic value

With the help of in-house financial models, they compute the intrinsic value of the business.

3. Risk management analysis

Identify and quantify risks that have an impact on the intrinsic value of the business.

4. Portfolio construction considerations

Build our portfolio using a bottom-up stock selection approach by adding one company at a time.

5. Monitoring, re-balancing, exiting

Monitor all positions in the portfolio and incorporate all relevant new information in their analysis and decision making.

LionGuard Opportunities Fund

LionGuard Opportunities Fund has the objective to achieve long-term growth of capital through disciplined investing across North American equities. The Fund invests on a long/short basis and intends to achieve positive absolute returns with low correlation to equity markets.

Lionguard Opportunity Fund Webinar Recording

About

LionGuard is a specialized investment management company with expertise on small- and medium-capitalization North American equities. Their unique investment solutions benefit from detailed fundamental research and analysis on a market segment with numerous inefficiencies. They are proud to serve a sophisticated clientele of institutional investors, family offices, funds of funds, investment advisors and select high net worth individuals.

Investment Process

Their investment process includes the following steps:

1. Fundamental research & analysis

Conduct detailed fundamental research and analysis on companies before they are included in the portfolio.

2. Calculation of intrinsic value

With the help of in-house financial models, they compute the intrinsic value of the business.

3. Risk management analysis

Identify and quantify risks that have an impact on the intrinsic value of the business.

4. Portfolio construction considerations

Build our portfolio using a bottom-up stock selection approach by adding one company at a time.

5. Monitoring, re-balancing, exiting

Monitor all positions in the portfolio and incorporate all relevant new information in their analysis and decision making.

LionGuard Opportunities Fund

LionGuard Opportunities Fund has the objective to achieve long-term growth of capital through disciplined investing across North American equities. The Fund invests on a long/short basis and intends to achieve positive absolute returns with low correlation to equity markets.

ForeGrowth Ellesmere L.P. Webinar Recording

150 150 Enoch Wealth Management

ForeGrowth Ellesmere L.P. Webinar Recording

About

ForeGrowth works with institutions and registered dealers to design private high-quality institutional investments that offer superior risk adjusted returns that are not typically accessible to everyday investors.

Investment Overview

Exceptional Location Next to University of Toronto

- Greater Toronto Area is projected to be the fastest growing regions in Canada with its population increasing by 41% in the next 20 years due to international demand for the prestigious postsecondary education and migration for employment and residency.

- Toronto hosts the highest number of international students in its colleges and universities in Canada. In 2018, there were 130,000 study permit holders, 150% more than in 2015.

- UTSC has a Master Plan development plan to accommodate 35,000 students (~13,000 students.

- The site is located within walking distance of University of Toronto Scarborough and Centennial College campuses and the area has zero purpose-built student housing off campus.

Project Overview

- Three campuses located in the area of the site – University of Toronto Scarborough Campus (UTSC), Morningside and Progress Campuses of Centennial College.

- Only 200 meters away from Morningside Campus of Centennial College and the UTSC campus.

- No student-purpose built properties in the area and almost no class-A property competition.

- If financially lucrative, property could partner with UTSC to become an off-campus residence to satisfy first year student demand.

- ForeGrowth investors get to participate in the project with no premium paid on the land since its purchase in September 2020.

- Reichmann International a seasoned institution working on and co-investing in the Property alongside ForeGrowth.

- UT downtown residences accomodate 50.9% of its first year students, UTM 24.4%, UTSC only 15.6%.

ForeGrowth Ellesmere L.P. Webinar Recording

About

ForeGrowth works with institutions and registered dealers to design private high-quality institutional investments that offer superior risk adjusted returns that are not typically accessible to everyday investors.

Investment Overview

Exceptional Location Next to University of Toronto

- Greater Toronto Area is projected to be the fastest growing regions in Canada with its population increasing by 41% in the next 20 years due to international demand for the prestigious postsecondary education and migration for employment and residency.

- Toronto hosts the highest number of international students in its colleges and universities in Canada. In 2018, there were 130,000 study permit holders, 150% more than in 2015.

- UTSC has a Master Plan development plan to accommodate 35,000 students (~13,000 students.

- The site is located within walking distance of University of Toronto Scarborough and Centennial College campuses and the area has zero purpose-built student housing off campus.

Project Overview

- Three campuses located in the area of the site – University of Toronto Scarborough Campus (UTSC), Morningside and Progress Campuses of Centennial College.

- Only 200 meters away from Morningside Campus of Centennial College and the UTSC campus.

- No student-purpose built properties in the area and almost no class-A property competition.

- If financially lucrative, property could partner with UTSC to become an off-campus residence to satisfy first year student demand.

- ForeGrowth investors get to participate in the project with no premium paid on the land since its purchase in September 2020.

- Reichmann International a seasoned institution working on and co-investing in the Property alongside ForeGrowth.

- UT downtown residences accomodate 50.9% of its first year students, UTM 24.4%, UTSC only 15.6%.

Avenue Living CORE Trust Webinar Recording

150 150 Enoch Wealth Management

Avenue Living CORE Trust Webinar Recording

About

Based in their Calgary, Alta. head office, Avenue Living Asset Management is a leading Canadian alternative asset manager with over $3 billion in assets under management and four alternative investment products. Avenue Living owns and operates all its assets, which support sectors essential to the everyday lives of North Americans — workforce housing, commercial real estate, farmland, and self-storage. A vertically integrated platform, access to capital, and operational expertise allow them to continue to grow based on fundamentals.

They provide a comprehensive range of services, including advisory, investment management, trust-level accounting, taxation, and legal services. They manage all aspects of deal sourcing, underwriting, financing, and strategic operations for real estate acquisitions and dispositions. Their team employs an active, hands-on approach to asset management, while consistently maintaining a long term, value-oriented view on their investment strategies.

They have developed a platform comprised of shared-services, industry expertise, strategic innovation and data-driven development, designed to benefit and optimize their investments.

It’s a basic tenet of how they approach every investment. They know the choices they make affect not just them, but their investors and all their stakeholders.

Core trust

The Core Trust continuously focuses on long-term portfolio stability through active sales and leasing, responsive maintenance services, and strategic capital improvements. In Canada they leverage in-house resources such as property management services, a robust 24/7 customer experience call centre, contract services and a full-scale marketing agency. In the United States, they partner closely with best-in-class local companies to ensure they are efficient and effective in every market. These partners include property managers, who help optimize occupancy and rent while ensuring residents have a safe, comfortable place to call home.

Their strategy is driven by the fact that they are stewards of capital. They filter every investment decision through our ultimate goal: long-term capital appreciation and preservation that can provide healthy cash flows and distributions for their investors.

Avenue Living CORE Trust Webinar Recording

About

Based in their Calgary, Alta. head office, Avenue Living Asset Management is a leading Canadian alternative asset manager with over $3 billion in assets under management and four alternative investment products. Avenue Living owns and operates all its assets, which support sectors essential to the everyday lives of North Americans — workforce housing, commercial real estate, farmland, and self-storage. A vertically integrated platform, access to capital, and operational expertise allow them to continue to grow based on fundamentals.

They provide a comprehensive range of services, including advisory, investment management, trust-level accounting, taxation, and legal services. They manage all aspects of deal sourcing, underwriting, financing, and strategic operations for real estate acquisitions and dispositions. Their team employs an active, hands-on approach to asset management, while consistently maintaining a long term, value-oriented view on their investment strategies.

They have developed a platform comprised of shared-services, industry expertise, strategic innovation and data-driven development, designed to benefit and optimize their investments.

It’s a basic tenet of how they approach every investment. They know the choices they make affect not just them, but their investors and all their stakeholders.

Core trust

The Core Trust continuously focuses on long-term portfolio stability through active sales and leasing, responsive maintenance services, and strategic capital improvements. In Canada they leverage in-house resources such as property management services, a robust 24/7 customer experience call centre, contract services and a full-scale marketing agency. In the United States, they partner closely with best-in-class local companies to ensure they are efficient and effective in every market. These partners include property managers, who help optimize occupancy and rent while ensuring residents have a safe, comfortable place to call home.

Their strategy is driven by the fact that they are stewards of capital. They filter every investment decision through our ultimate goal: long-term capital appreciation and preservation that can provide healthy cash flows and distributions for their investors.

Centurion Apartment Real Estate Investment Trust Webinar Recording

150 150 Enoch Wealth Management

Centurion Apartment Real Estate Investment Trust Webinar Recording

About

The Centurion Apartment Real Estate Investment Trust invests in a diversified portfolio of rental apartments and student housing properties, as well as mortgage and equity investments in property developments across Canada and the United States. With that mandate, the REIT always looks for opportunities using strict due diligence to ensure investments are responsible and beneficial for its investors. They concentrate on communities with historically low vacancy rates, growing population demographics, and opportunities to improve rent levels.

The Fund employs three strategies:

1. Purchase undervalued properties with untapped potential, low vacancy, and stable tenant base. We invest in these properties and perform upgrades to reduce operating costs and maximize income.

2. Invest in newer, stabilized buildings in desirable neighbourhoods that do not require upgrades and allow the REIT to realize maximum income quickly.

3. Leverage its strategic relationship with developers to proactively create a pipeline of new investment opportunities. The REIT’s involvement in the development process of new multi-residential and student housing properties ensures these potential acquisitions are familiar, having performed due diligence throughout the build and stabilization phases.

Centurion is a leading provider of quality multi-residential apartments in Canada and the United States. Their goal has always been to provide residents and their families clean, safe, and comfortable homes. Beyond these, Centurion also enhances their residents’ living experience by proactively attending to their needs and constantly seeking ways to elevate their rental experience.

Potential Advantages for Investors

– Investing in income-producing apartments and mortgage investments

– Tax-efficient

– Target distributions, paid monthly with a Distribution Reinvestment Plan available at a 2% discount

– Long-term growth potential

– RRSP, RRIF, and TFSA eligible

– Real estate ownership without responsibility of management

– Experienced professional management team with a track record of performance and value-oriented, process-driven methodology that is focused on unlocking unrecognized value

Centurion Apartment Real Estate Investment Trust Webinar Recording

About

The Centurion Apartment Real Estate Investment Trust invests in a diversified portfolio of rental apartments and student housing properties, as well as mortgage and equity investments in property developments across Canada and the United States. With that mandate, the REIT always looks for opportunities using strict due diligence to ensure investments are responsible and beneficial for its investors. They concentrate on communities with historically low vacancy rates, growing population demographics, and opportunities to improve rent levels.

The Fund employs three strategies:

1. Purchase undervalued properties with untapped potential, low vacancy, and stable tenant base. We invest in these properties and perform upgrades to reduce operating costs and maximize income.

2. Invest in newer, stabilized buildings in desirable neighbourhoods that do not require upgrades and allow the REIT to realize maximum income quickly.

3. Leverage its strategic relationship with developers to proactively create a pipeline of new investment opportunities. The REIT’s involvement in the development process of new multi-residential and student housing properties ensures these potential acquisitions are familiar, having performed due diligence throughout the build and stabilization phases.

Centurion is a leading provider of quality multi-residential apartments in Canada and the United States. Their goal has always been to provide residents and their families clean, safe, and comfortable homes. Beyond these, Centurion also enhances their residents’ living experience by proactively attending to their needs and constantly seeking ways to elevate their rental experience.

Potential Advantages for Investors

– Investing in income-producing apartments and mortgage investments

– Tax-efficient

– Target distributions, paid monthly with a Distribution Reinvestment Plan available at a 2% discount

– Long-term growth potential

– RRSP, RRIF, and TFSA eligible

– Real estate ownership without responsibility of management

– Experienced professional management team with a track record of performance and value-oriented, process-driven methodology that is focused on unlocking unrecognized value

BCSC Proposes New Rules for Stock Promoters

150 150 Enoch Wealth Management

BCSC Proposes New Rules for Stock Promoters

May 28th 2021

BCSC proposes new rules for stock promoters

Regulators in British Columbia, long a haven for stock touts and pump-and-dump schemes, are proposing new disclosure requirements for stock promotion activity.

The new rules from the British Columbia Securities Commission (BCSC), which are out for a 60-day comment period, would apply to popular new avenues for touting stocks, such as Reddit, Twitter and TikTok, along with more traditional investment newsletters. The rules would also cover emails, verbal statements and other kinds of communications.

Under the proposed new rules, anyone promoting companies that have connections to B.C. would have to disclose any compensation they’re getting for their efforts, whether they have a stake in the company (both securities and derivatives), and other facts that could conceivably influence their objectivity.

The rules would not apply to investment funds, dealers engaging in activity that requires registration (such as selling a stock offering) or corporate executives and employees that identify themselves as promoting their own companies’ stock.

The BCSC said the objective of the proposals is to give investors “improved transparency about the source and reliability of promotional activity, enabling them to make more informed investment decisions.”

The commission also noted that the added disclosure requirements would help it root out “problematic promotional activity [that] undermines the integrity of the capital markets and puts investors at risk of harm from making misinformed investment decisions.”

The regulator said its proposals are “the first of their kind in Canada” and were enabled by amendments to the province’s securities legislation that took effect last year, which give the BCSC greater power to regulate promotional activity. With the growth of social media as a venue for hyping up stocks regulators are increasingly challenged to address this sort of activity.

“People should know if someone promoting a stock has a financial or other interest, because that would help them decide how much weight to give the promotion and make better informed investment decisions,” said Peter Brady, executive director of the BCSC, in a release.

Earlier this year, a provincial task force in Ontario recommended that the government specifically prohibit misleading, or untrue statements about public companies to make it easier for the Ontario Securities Commission (OSC) to combat both abusive “pump-and-dump” and “short-and-distort” campaigns in its market too.

The BCSC’s proposals also carry a couple of additional requirements for venture issuers, including that they would have to issue news releases disclosing outsourced promotional activity, and they’d have to disclose promotional spending that exceeds 10% of overall operating expenses in their financial statements.

“Some companies have a legitimate need to engage in promotional activities and they should have no trouble complying with the proposed rules,” Brady said. “But abusive stock promotions are a scourge that go hand in hand with abusive trading, and the new rules would give us one more tool to tackle them.”

Comments on the proposed rules are due by July 26.

BCSC Proposes New Rules for Stock Promoters

May 28th 2021

BCSC proposes new rules for stock promoters

Regulators in British Columbia, long a haven for stock touts and pump-and-dump schemes, are proposing new disclosure requirements for stock promotion activity.

The new rules from the British Columbia Securities Commission (BCSC), which are out for a 60-day comment period, would apply to popular new avenues for touting stocks, such as Reddit, Twitter and TikTok, along with more traditional investment newsletters. The rules would also cover emails, verbal statements and other kinds of communications.

Under the proposed new rules, anyone promoting companies that have connections to B.C. would have to disclose any compensation they’re getting for their efforts, whether they have a stake in the company (both securities and derivatives), and other facts that could conceivably influence their objectivity.

The rules would not apply to investment funds, dealers engaging in activity that requires registration (such as selling a stock offering) or corporate executives and employees that identify themselves as promoting their own companies’ stock.

The BCSC said the objective of the proposals is to give investors “improved transparency about the source and reliability of promotional activity, enabling them to make more informed investment decisions.”

The commission also noted that the added disclosure requirements would help it root out “problematic promotional activity [that] undermines the integrity of the capital markets and puts investors at risk of harm from making misinformed investment decisions.”

The regulator said its proposals are “the first of their kind in Canada” and were enabled by amendments to the province’s securities legislation that took effect last year, which give the BCSC greater power to regulate promotional activity. With the growth of social media as a venue for hyping up stocks regulators are increasingly challenged to address this sort of activity.

“People should know if someone promoting a stock has a financial or other interest, because that would help them decide how much weight to give the promotion and make better informed investment decisions,” said Peter Brady, executive director of the BCSC, in a release.

Earlier this year, a provincial task force in Ontario recommended that the government specifically prohibit misleading, or untrue statements about public companies to make it easier for the Ontario Securities Commission (OSC) to combat both abusive “pump-and-dump” and “short-and-distort” campaigns in its market too.

The BCSC’s proposals also carry a couple of additional requirements for venture issuers, including that they would have to issue news releases disclosing outsourced promotional activity, and they’d have to disclose promotional spending that exceeds 10% of overall operating expenses in their financial statements.

“Some companies have a legitimate need to engage in promotional activities and they should have no trouble complying with the proposed rules,” Brady said. “But abusive stock promotions are a scourge that go hand in hand with abusive trading, and the new rules would give us one more tool to tackle them.”

Comments on the proposed rules are due by July 26.

BCSC Proposes New Rules for Stock Promoters

May 28th 2021

BCSC proposes new rules for stock promoters

Regulators in British Columbia, long a haven for stock touts and pump-and-dump schemes, are proposing new disclosure requirements for stock promotion activity.

The new rules from the British Columbia Securities Commission (BCSC), which are out for a 60-day comment period, would apply to popular new avenues for touting stocks, such as Reddit, Twitter and TikTok, along with more traditional investment newsletters. The rules would also cover emails, verbal statements and other kinds of communications.

Under the proposed new rules, anyone promoting companies that have connections to B.C. would have to disclose any compensation they’re getting for their efforts, whether they have a stake in the company (both securities and derivatives), and other facts that could conceivably influence their objectivity.

The rules would not apply to investment funds, dealers engaging in activity that requires registration (such as selling a stock offering) or corporate executives and employees that identify themselves as promoting their own companies’ stock.

The BCSC said the objective of the proposals is to give investors “improved transparency about the source and reliability of promotional activity, enabling them to make more informed investment decisions.”

The commission also noted that the added disclosure requirements would help it root out “problematic promotional activity [that] undermines the integrity of the capital markets and puts investors at risk of harm from making misinformed investment decisions.”

The regulator said its proposals are “the first of their kind in Canada” and were enabled by amendments to the province’s securities legislation that took effect last year, which give the BCSC greater power to regulate promotional activity. With the growth of social media as a venue for hyping up stocks regulators are increasingly challenged to address this sort of activity.

“People should know if someone promoting a stock has a financial or other interest, because that would help them decide how much weight to give the promotion and make better informed investment decisions,” said Peter Brady, executive director of the BCSC, in a release.

Earlier this year, a provincial task force in Ontario recommended that the government specifically prohibit misleading, or untrue statements about public companies to make it easier for the Ontario Securities Commission (OSC) to combat both abusive “pump-and-dump” and “short-and-distort” campaigns in its market too.

The BCSC’s proposals also carry a couple of additional requirements for venture issuers, including that they would have to issue news releases disclosing outsourced promotional activity, and they’d have to disclose promotional spending that exceeds 10% of overall operating expenses in their financial statements.

“Some companies have a legitimate need to engage in promotional activities and they should have no trouble complying with the proposed rules,” Brady said. “But abusive stock promotions are a scourge that go hand in hand with abusive trading, and the new rules would give us one more tool to tackle them.”

Comments on the proposed rules are due by July 26.

Ontario Joins DSC Ban

150 150 Enoch Wealth Management

Ontario Joins DSC Ban

May 10th 2021

The province changed its position based on “overwhelming” support for a harmonized ban.

Ending a two-and-a-half-year stalemate, Ontario has decided to join the rest of the Canadian Securities Administrators (CSA) in eliminating deferred sales charge (DSC) mutual funds.

The volte-face on DSCs comes in the wake of a consultation by the Ontario Securities Commission (OSC) on a series of possible restrictions on the use of DSCs instead of an outright ban. According to the regulator, the majority of responses to that consultation called for Ontario to go along with the rest of the CSA and get rid of DSCs altogether.

In a staff notice outlining the policy pivot, the OSC said the comments on its proposals “overwhelmingly expressed support for a harmonized DSC ban.”

Those calls to scrap the fund structure came from both investors and parts of the investment industry. Investor advocates argued that preserving DSCs would perpetuate a compensation structure that harms investor interests.

Those in the industry who supported a ban worried that adopting different rules in Ontario from the rest of the country “would create a two-tiered regulatory approach, which would create compliance issues, be costly and burdensome to implement and monitor, and cause market inefficiency,” the OSC stated in its notice.

About 25% of the comments received by the OSC supported retaining the DSC option. That group of DSC defenders included industry heavyweights such as Invesco Canada Ltd., Fidelity Investments Canada ULC, AGF Investments Inc. and Mackenzie Financial Corp., along with industry trade groups.

A common theme in those comments was the idea that retaining the DSC option would preserve choice for smaller investors and ensure that they have access to the investment market and accompanying advice.

While that argument has long been used in defence of DSC funds, the OSC pointed out in its notice that cheap investment options have emerged in recent years and smaller investors are less likely to be priced out of the market if DSCs are eliminated.

“Industry innovation over the past few years has opened significant new avenues for investors with smaller accounts at an affordable cost,” the OSC stated.

This suggests regulators are counting on cost-effective alternatives — such as robo-advisors, low-cost portfolio ETFs and no-load funds — to fill the void created by the elimination of DSCs.

Ontario is expected to join the rest of the provinces in banning the DSC on June 1, 2022. As of that date, no new DSC funds will be sold, but the redemption schedules for existing DSC funds will continue. That means several years will pass before the final DSC-sold fund is gone for good.

Already, the size and share of industry assets sold under the DSC option is dwindling. According to the OSC, the category has been in net redemptions since 2016; last year, DSC funds saw $3.34 billion in net redemptions.

Even so, eliminating the DSC structure is a significant event for a fund industry that had its early growth fuelled by the development of the DSC in the late 1980s.

Thirty years ago, the entire investment industry had around $10 billion in assets under management (AUM). Today, mutual funds are approaching $2 trillion in AUM. While a variety of factors drove that growth, the development of the DSC removed a key impediment for retail investors: hefty upfront sales commissions (as high as 9%) that immediately slashed fund buyers’ investments.

The DSC structure was the brainchild of Mackenzie Financial Corp.’s trailblazing president at the time, James O’Donnell, and was conceived as a way to allow fund buyers to put their full investment to work immediately by eliminating the upfront commission in exchange for locking the investor into a fund for several years.

At the time, the DSC structure was viewed as a stroke of genius that benefited all sides. Buyers saw all their dollars invested. Fund companies got more money to manage. And fund dealers didn’t give up any revenues — the source of their compensation simply shifted from the investor to the fund companies, effectively turning dealers into the manufacturers’ target market.

For years, the DSC structure helped drive strong fund sales growth. Over time, however, it fell out of favour. Investor advocates and regulators grew concerned about the fact that investors could effectively be “locked in” to a poorly performing asset. Concerns also arose over the hefty redemption fees investors would face when struck by a sudden event — such as a job loss, business failure, divorce, market crash or pandemic — that sparks an urgent need for liquidity.

Additionally, some argued that the cost of financing the initial commissions paid by funds to dealers under the DSC structure increased fund management costs and acted as a drag on investors’ returns while also creating conflicts of interest for financial advisors.

The intuition that DSCs could be harmful to investors was confirmed in 2015 by a major CSA research project (led by York University finance professor Douglas Cumming), which concluded DSCs and trailer fees were associated with lower expected returns.

The flaws with the DSC structure became so apparent that, in 2018, the CSA decided to ban them. Ontario’s Progressive Conservative government, which was just a couple of months old at the time, rejected the regulators’ policy decision.

The Ontario government even took the unprecedented move of publicly declaring its opposition to the CSA before the public consultation process had played out. In a statement, then-¬finance minister Vic Fedeli said the ban would “discontinue a payment option for purchasing mutual funds that has enabled Ontario families and investors to save toward retirement and other financial goals.” The government promised to explore alternatives to an outright ban on the premise that DSCs were needed to preserve access to investing and advice for smaller investors.

That approach left the OSC to develop ways to preserve DSCs while addressing the regulatory concerns with the structure. To that end, the OSC recommended a series of proposed restrictions on DSC use that included limiting the size of investment, the age of the investor and the length of redemption schedules.

Ultimately, however, Ontario concluded that DSCs just aren’t worth the fight anymore.

Ontario Joins DSC Ban

May 10th 2021

The province changed its position based on “overwhelming” support for a harmonized ban.

Ending a two-and-a-half-year stalemate, Ontario has decided to join the rest of the Canadian Securities Administrators (CSA) in eliminating deferred sales charge (DSC) mutual funds.

The volte-face on DSCs comes in the wake of a consultation by the Ontario Securities Commission (OSC) on a series of possible restrictions on the use of DSCs instead of an outright ban. According to the regulator, the majority of responses to that consultation called for Ontario to go along with the rest of the CSA and get rid of DSCs altogether.

In a staff notice outlining the policy pivot, the OSC said the comments on its proposals “overwhelmingly expressed support for a harmonized DSC ban.”

Those calls to scrap the fund structure came from both investors and parts of the investment industry. Investor advocates argued that preserving DSCs would perpetuate a compensation structure that harms investor interests.

Those in the industry who supported a ban worried that adopting different rules in Ontario from the rest of the country “would create a two-tiered regulatory approach, which would create compliance issues, be costly and burdensome to implement and monitor, and cause market inefficiency,” the OSC stated in its notice.

About 25% of the comments received by the OSC supported retaining the DSC option. That group of DSC defenders included industry heavyweights such as Invesco Canada Ltd., Fidelity Investments Canada ULC, AGF Investments Inc. and Mackenzie Financial Corp., along with industry trade groups.

A common theme in those comments was the idea that retaining the DSC option would preserve choice for smaller investors and ensure that they have access to the investment market and accompanying advice.

While that argument has long been used in defence of DSC funds, the OSC pointed out in its notice that cheap investment options have emerged in recent years and smaller investors are less likely to be priced out of the market if DSCs are eliminated.

“Industry innovation over the past few years has opened significant new avenues for investors with smaller accounts at an affordable cost,” the OSC stated.

This suggests regulators are counting on cost-effective alternatives — such as robo-advisors, low-cost portfolio ETFs and no-load funds — to fill the void created by the elimination of DSCs.

Ontario is expected to join the rest of the provinces in banning the DSC on June 1, 2022. As of that date, no new DSC funds will be sold, but the redemption schedules for existing DSC funds will continue. That means several years will pass before the final DSC-sold fund is gone for good.

Already, the size and share of industry assets sold under the DSC option is dwindling. According to the OSC, the category has been in net redemptions since 2016; last year, DSC funds saw $3.34 billion in net redemptions.

Even so, eliminating the DSC structure is a significant event for a fund industry that had its early growth fuelled by the development of the DSC in the late 1980s.

Thirty years ago, the entire investment industry had around $10 billion in assets under management (AUM). Today, mutual funds are approaching $2 trillion in AUM. While a variety of factors drove that growth, the development of the DSC removed a key impediment for retail investors: hefty upfront sales commissions (as high as 9%) that immediately slashed fund buyers’ investments.

The DSC structure was the brainchild of Mackenzie Financial Corp.’s trailblazing president at the time, James O’Donnell, and was conceived as a way to allow fund buyers to put their full investment to work immediately by eliminating the upfront commission in exchange for locking the investor into a fund for several years.

At the time, the DSC structure was viewed as a stroke of genius that benefited all sides. Buyers saw all their dollars invested. Fund companies got more money to manage. And fund dealers didn’t give up any revenues — the source of their compensation simply shifted from the investor to the fund companies, effectively turning dealers into the manufacturers’ target market.

For years, the DSC structure helped drive strong fund sales growth. Over time, however, it fell out of favour. Investor advocates and regulators grew concerned about the fact that investors could effectively be “locked in” to a poorly performing asset. Concerns also arose over the hefty redemption fees investors would face when struck by a sudden event — such as a job loss, business failure, divorce, market crash or pandemic — that sparks an urgent need for liquidity.

Additionally, some argued that the cost of financing the initial commissions paid by funds to dealers under the DSC structure increased fund management costs and acted as a drag on investors’ returns while also creating conflicts of interest for financial advisors.

The intuition that DSCs could be harmful to investors was confirmed in 2015 by a major CSA research project (led by York University finance professor Douglas Cumming), which concluded DSCs and trailer fees were associated with lower expected returns.

The flaws with the DSC structure became so apparent that, in 2018, the CSA decided to ban them. Ontario’s Progressive Conservative government, which was just a couple of months old at the time, rejected the regulators’ policy decision.

The Ontario government even took the unprecedented move of publicly declaring its opposition to the CSA before the public consultation process had played out. In a statement, then-¬finance minister Vic Fedeli said the ban would “discontinue a payment option for purchasing mutual funds that has enabled Ontario families and investors to save toward retirement and other financial goals.” The government promised to explore alternatives to an outright ban on the premise that DSCs were needed to preserve access to investing and advice for smaller investors.

That approach left the OSC to develop ways to preserve DSCs while addressing the regulatory concerns with the structure. To that end, the OSC recommended a series of proposed restrictions on DSC use that included limiting the size of investment, the age of the investor and the length of redemption schedules.

Ultimately, however, Ontario concluded that DSCs just aren’t worth the fight anymore.

Ontario Joins DSC Ban

May 10th 2021

The province changed its position based on “overwhelming” support for a harmonized ban.

Ending a two-and-a-half-year stalemate, Ontario has decided to join the rest of the Canadian Securities Administrators (CSA) in eliminating deferred sales charge (DSC) mutual funds.

The volte-face on DSCs comes in the wake of a consultation by the Ontario Securities Commission (OSC) on a series of possible restrictions on the use of DSCs instead of an outright ban. According to the regulator, the majority of responses to that consultation called for Ontario to go along with the rest of the CSA and get rid of DSCs altogether.

In a staff notice outlining the policy pivot, the OSC said the comments on its proposals “overwhelmingly expressed support for a harmonized DSC ban.”

Those calls to scrap the fund structure came from both investors and parts of the investment industry. Investor advocates argued that preserving DSCs would perpetuate a compensation structure that harms investor interests.

Those in the industry who supported a ban worried that adopting different rules in Ontario from the rest of the country “would create a two-tiered regulatory approach, which would create compliance issues, be costly and burdensome to implement and monitor, and cause market inefficiency,” the OSC stated in its notice.

About 25% of the comments received by the OSC supported retaining the DSC option. That group of DSC defenders included industry heavyweights such as Invesco Canada Ltd., Fidelity Investments Canada ULC, AGF Investments Inc. and Mackenzie Financial Corp., along with industry trade groups.

A common theme in those comments was the idea that retaining the DSC option would preserve choice for smaller investors and ensure that they have access to the investment market and accompanying advice.

While that argument has long been used in defence of DSC funds, the OSC pointed out in its notice that cheap investment options have emerged in recent years and smaller investors are less likely to be priced out of the market if DSCs are eliminated.

“Industry innovation over the past few years has opened significant new avenues for investors with smaller accounts at an affordable cost,” the OSC stated.

This suggests regulators are counting on cost-effective alternatives — such as robo-advisors, low-cost portfolio ETFs and no-load funds — to fill the void created by the elimination of DSCs.

Ontario is expected to join the rest of the provinces in banning the DSC on June 1, 2022. As of that date, no new DSC funds will be sold, but the redemption schedules for existing DSC funds will continue. That means several years will pass before the final DSC-sold fund is gone for good.

Already, the size and share of industry assets sold under the DSC option is dwindling. According to the OSC, the category has been in net redemptions since 2016; last year, DSC funds saw $3.34 billion in net redemptions.

Even so, eliminating the DSC structure is a significant event for a fund industry that had its early growth fuelled by the development of the DSC in the late 1980s.

Thirty years ago, the entire investment industry had around $10 billion in assets under management (AUM). Today, mutual funds are approaching $2 trillion in AUM. While a variety of factors drove that growth, the development of the DSC removed a key impediment for retail investors: hefty upfront sales commissions (as high as 9%) that immediately slashed fund buyers’ investments.

The DSC structure was the brainchild of Mackenzie Financial Corp.’s trailblazing president at the time, James O’Donnell, and was conceived as a way to allow fund buyers to put their full investment to work immediately by eliminating the upfront commission in exchange for locking the investor into a fund for several years.

At the time, the DSC structure was viewed as a stroke of genius that benefited all sides. Buyers saw all their dollars invested. Fund companies got more money to manage. And fund dealers didn’t give up any revenues — the source of their compensation simply shifted from the investor to the fund companies, effectively turning dealers into the manufacturers’ target market.

For years, the DSC structure helped drive strong fund sales growth. Over time, however, it fell out of favour. Investor advocates and regulators grew concerned about the fact that investors could effectively be “locked in” to a poorly performing asset. Concerns also arose over the hefty redemption fees investors would face when struck by a sudden event — such as a job loss, business failure, divorce, market crash or pandemic — that sparks an urgent need for liquidity.

Additionally, some argued that the cost of financing the initial commissions paid by funds to dealers under the DSC structure increased fund management costs and acted as a drag on investors’ returns while also creating conflicts of interest for financial advisors.

The intuition that DSCs could be harmful to investors was confirmed in 2015 by a major CSA research project (led by York University finance professor Douglas Cumming), which concluded DSCs and trailer fees were associated with lower expected returns.

The flaws with the DSC structure became so apparent that, in 2018, the CSA decided to ban them. Ontario’s Progressive Conservative government, which was just a couple of months old at the time, rejected the regulators’ policy decision.

The Ontario government even took the unprecedented move of publicly declaring its opposition to the CSA before the public consultation process had played out. In a statement, then-¬finance minister Vic Fedeli said the ban would “discontinue a payment option for purchasing mutual funds that has enabled Ontario families and investors to save toward retirement and other financial goals.” The government promised to explore alternatives to an outright ban on the premise that DSCs were needed to preserve access to investing and advice for smaller investors.

That approach left the OSC to develop ways to preserve DSCs while addressing the regulatory concerns with the structure. To that end, the OSC recommended a series of proposed restrictions on DSC use that included limiting the size of investment, the age of the investor and the length of redemption schedules.

Ultimately, however, Ontario concluded that DSCs just aren’t worth the fight anymore.

CSA Finalizes Amendments to Syndicated Mortgages Regime

150 150 Enoch Wealth Management

CSA Finalizes Amendments to Syndicated Mortgages Regime

February 26th 2021

BCSC proposes new rules for stock promoters

CSA Finalizes Amendments to Syndicated Mortgages Regime, while OSC and FSRA Publish Local Rules

On August 6, the Canadian Securities Administrators (CSA) published final amendments to national rules affecting the prospectus and registration exemptions for distributions of securities involving syndicated mortgages (National Amendments). In addition, some provinces including Ontario have proposed additional changes to their local prospectus and registration exemptions, and the Financial Services Regulatory Authority of Ontario (FSRA) is consulting on draft guidance (FSRA Guidance) for its supervision of mortgage brokers and administrators dealing in certain syndicated mortgages. The National Amendments, proposed FSRA Guidance, and proposed Ontario-specific amendments prospectus and registration exemptions (Ontario Rules) are expected to come into effect on March 1, 2021. Below, we highlight key features of the reforms.

The National Amendments will amend National Instrument 45-106 Prospectus Exemptions (NI 45-106), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), and the related companion policies. Among other things:

• The existing prospectus and registration exemptions in Ontario, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and the Yukon for securities that are syndicated mortgages (Mortgage Exemptions) will be removed. This will align the regulatory frameworks in these jurisdictions with the rest of Canada.

• The private issuer prospectus exemption (Private Issuer Exemption) will be removed for distributions of syndicated mortgages.

• Because of these changes, exempt distributions of syndicated mortgages in Canada will have to be effected under another prospectus exemption, such as the accredited investor exemption (AI Exemption), offering memorandum exemption (OM Exemption), or family, friends and business associates exemption (FFBA Exemption).

• Consistent with the current approach in British Columbia for syndicated mortgages distributed under the OM Exemption, the National Amendments will require supplemental disclosure tailored to syndicated mortgages.

• In Ontario and other jurisdictions where the Mortgage Exemptions currently apply to syndicated mortgages, market participants that are in the business of trading syndicated mortgages will need to determine whether the registration requirement applies to them.

Changes since 2019: The National Amendments are substantially similar to the proposed amendments published by the CSA for comment in March 2019 (2019 Proposal). But there have been a few changes. For example, Form 45-106F18 Supplemental Disclosure for Syndicated Mortgages will require disclosure of the potential subordination of the syndicated mortgage, clarify the calculation of the loan-to-value ratio, and include additional examples of risk factors.

Some jurisdictions have proposed further changes to their exemptions:

• Qualified syndicated mortgages: Ontario and New Brunswick have published for comment prospectus and registration exemptions for “qualified syndicated mortgages” (QSMs), and we expect Nova Scotia to introduce a similar pair of exemptions. Alberta and Québec have proposed a prospectus-only exemption for trades in QSMs.

• Distributions of non-qualified syndicated mortgage investments (NQSMIs) to permitted investors: Ontario and New Brunswick also have proposed prospectus and registration exemptions for distributions of NQSMIs to permitted clients (i.e. institutional and high net worth investors). Alberta has proposed a prospectus-only exemption for trades in NQSMIs to permitted clients, while Québec is asking for feedback on whether such an exemption should be introduced.

• Reports of exempt distribution: Ontario and New Brunswick will not require a Form 45-106F1 Report of Exemption Distribution to be filed for distributions of QSMs under their new prospectus exemptions or for distributions of NQSMIs sold to permitted clients.

Who will regulate what in Ontario beginning in March 2021? FSRA currently regulates all syndicated mortgage investments in Ontario. When the new regime comes into effect, FSRA will continue to supervise transactions involving qualified, syndicated mortgage investments and the mortgage brokers and administrators involved in such transactions. Oversight of NQSMIs will be split between FSRA and the OSC, depending on the status of the investor/lender and the type of transaction. In particular, FSRA will supervise:

• NQSMI transactions with permitted clients;

• NQSMI transactions with permitted and non-permitted clients before March 1, 2021 (Legacy NQSMIs); and

• Administrators of NQSMIs.

Mortgage brokerages that deal in mortgages and syndicated mortgages only with permitted clients will not have to register with the OSC and the distributions of these products to permitted clients will be exempt from the prospectus requirement. There will be dual oversight however, in some circumstances. For example, FSRA will have oversight over mortgage brokers dealing in NQSMIs when they act on behalf of the borrower who is not a permitted client, with the OSC having oversight over the trades with respect to that investor/lender.

The proposed FSRA Guidance describes FSRA’s forward-looking, risk-based approach to supervision of the firms and transactions over which it will have authority and outlines the data it plans to collect from firms to inform its risk assessments.

CSA Finalizes Amendments to Syndicated Mortgages Regime

February 26th 2021

BCSC proposes new rules for stock promoters

CSA Finalizes Amendments to Syndicated Mortgages Regime, while OSC and FSRA Publish Local Rules

On August 6, the Canadian Securities Administrators (CSA) published final amendments to national rules affecting the prospectus and registration exemptions for distributions of securities involving syndicated mortgages (National Amendments). In addition, some provinces including Ontario have proposed additional changes to their local prospectus and registration exemptions, and the Financial Services Regulatory Authority of Ontario (FSRA) is consulting on draft guidance (FSRA Guidance) for its supervision of mortgage brokers and administrators dealing in certain syndicated mortgages. The National Amendments, proposed FSRA Guidance, and proposed Ontario-specific amendments prospectus and registration exemptions (Ontario Rules) are expected to come into effect on March 1, 2021. Below, we highlight key features of the reforms.

The National Amendments will amend National Instrument 45-106 Prospectus Exemptions (NI 45-106), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), and the related companion policies. Among other things:

• The existing prospectus and registration exemptions in Ontario, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and the Yukon for securities that are syndicated mortgages (Mortgage Exemptions) will be removed. This will align the regulatory frameworks in these jurisdictions with the rest of Canada.

• The private issuer prospectus exemption (Private Issuer Exemption) will be removed for distributions of syndicated mortgages.

• Because of these changes, exempt distributions of syndicated mortgages in Canada will have to be effected under another prospectus exemption, such as the accredited investor exemption (AI Exemption), offering memorandum exemption (OM Exemption), or family, friends and business associates exemption (FFBA Exemption).

• Consistent with the current approach in British Columbia for syndicated mortgages distributed under the OM Exemption, the National Amendments will require supplemental disclosure tailored to syndicated mortgages.

• In Ontario and other jurisdictions where the Mortgage Exemptions currently apply to syndicated mortgages, market participants that are in the business of trading syndicated mortgages will need to determine whether the registration requirement applies to them.

Changes since 2019: The National Amendments are substantially similar to the proposed amendments published by the CSA for comment in March 2019 (2019 Proposal). But there have been a few changes. For example, Form 45-106F18 Supplemental Disclosure for Syndicated Mortgages will require disclosure of the potential subordination of the syndicated mortgage, clarify the calculation of the loan-to-value ratio, and include additional examples of risk factors.

Some jurisdictions have proposed further changes to their exemptions:

• Qualified syndicated mortgages: Ontario and New Brunswick have published for comment prospectus and registration exemptions for “qualified syndicated mortgages” (QSMs), and we expect Nova Scotia to introduce a similar pair of exemptions. Alberta and Québec have proposed a prospectus-only exemption for trades in QSMs.

• Distributions of non-qualified syndicated mortgage investments (NQSMIs) to permitted investors: Ontario and New Brunswick also have proposed prospectus and registration exemptions for distributions of NQSMIs to permitted clients (i.e. institutional and high net worth investors). Alberta has proposed a prospectus-only exemption for trades in NQSMIs to permitted clients, while Québec is asking for feedback on whether such an exemption should be introduced.

• Reports of exempt distribution: Ontario and New Brunswick will not require a Form 45-106F1 Report of Exemption Distribution to be filed for distributions of QSMs under their new prospectus exemptions or for distributions of NQSMIs sold to permitted clients.

Who will regulate what in Ontario beginning in March 2021? FSRA currently regulates all syndicated mortgage investments in Ontario. When the new regime comes into effect, FSRA will continue to supervise transactions involving qualified, syndicated mortgage investments and the mortgage brokers and administrators involved in such transactions. Oversight of NQSMIs will be split between FSRA and the OSC, depending on the status of the investor/lender and the type of transaction. In particular, FSRA will supervise:

• NQSMI transactions with permitted clients;

• NQSMI transactions with permitted and non-permitted clients before March 1, 2021 (Legacy NQSMIs); and

• Administrators of NQSMIs.

Mortgage brokerages that deal in mortgages and syndicated mortgages only with permitted clients will not have to register with the OSC and the distributions of these products to permitted clients will be exempt from the prospectus requirement. There will be dual oversight however, in some circumstances. For example, FSRA will have oversight over mortgage brokers dealing in NQSMIs when they act on behalf of the borrower who is not a permitted client, with the OSC having oversight over the trades with respect to that investor/lender.

The proposed FSRA Guidance describes FSRA’s forward-looking, risk-based approach to supervision of the firms and transactions over which it will have authority and outlines the data it plans to collect from firms to inform its risk assessments.

CSA Finalizes Amendments to Syndicated Mortgages Regime

February 26th 2021

BCSC proposes new rules for stock promoters

CSA Finalizes Amendments to Syndicated Mortgages Regime, while OSC and FSRA Publish Local Rules

On August 6, the Canadian Securities Administrators (CSA) published final amendments to national rules affecting the prospectus and registration exemptions for distributions of securities involving syndicated mortgages (National Amendments). In addition, some provinces including Ontario have proposed additional changes to their local prospectus and registration exemptions, and the Financial Services Regulatory Authority of Ontario (FSRA) is consulting on draft guidance (FSRA Guidance) for its supervision of mortgage brokers and administrators dealing in certain syndicated mortgages. The National Amendments, proposed FSRA Guidance, and proposed Ontario-specific amendments prospectus and registration exemptions (Ontario Rules) are expected to come into effect on March 1, 2021. Below, we highlight key features of the reforms.

The National Amendments will amend National Instrument 45-106 Prospectus Exemptions (NI 45-106), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), and the related companion policies. Among other things:

• The existing prospectus and registration exemptions in Ontario, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and the Yukon for securities that are syndicated mortgages (Mortgage Exemptions) will be removed. This will align the regulatory frameworks in these jurisdictions with the rest of Canada.

• The private issuer prospectus exemption (Private Issuer Exemption) will be removed for distributions of syndicated mortgages.

• Because of these changes, exempt distributions of syndicated mortgages in Canada will have to be effected under another prospectus exemption, such as the accredited investor exemption (AI Exemption), offering memorandum exemption (OM Exemption), or family, friends and business associates exemption (FFBA Exemption).

• Consistent with the current approach in British Columbia for syndicated mortgages distributed under the OM Exemption, the National Amendments will require supplemental disclosure tailored to syndicated mortgages.

• In Ontario and other jurisdictions where the Mortgage Exemptions currently apply to syndicated mortgages, market participants that are in the business of trading syndicated mortgages will need to determine whether the registration requirement applies to them.

Changes since 2019: The National Amendments are substantially similar to the proposed amendments published by the CSA for comment in March 2019 (2019 Proposal). But there have been a few changes. For example, Form 45-106F18 Supplemental Disclosure for Syndicated Mortgages will require disclosure of the potential subordination of the syndicated mortgage, clarify the calculation of the loan-to-value ratio, and include additional examples of risk factors.

Some jurisdictions have proposed further changes to their exemptions:

• Qualified syndicated mortgages: Ontario and New Brunswick have published for comment prospectus and registration exemptions for “qualified syndicated mortgages” (QSMs), and we expect Nova Scotia to introduce a similar pair of exemptions. Alberta and Québec have proposed a prospectus-only exemption for trades in QSMs.

• Distributions of non-qualified syndicated mortgage investments (NQSMIs) to permitted investors: Ontario and New Brunswick also have proposed prospectus and registration exemptions for distributions of NQSMIs to permitted clients (i.e. institutional and high net worth investors). Alberta has proposed a prospectus-only exemption for trades in NQSMIs to permitted clients, while Québec is asking for feedback on whether such an exemption should be introduced.

• Reports of exempt distribution: Ontario and New Brunswick will not require a Form 45-106F1 Report of Exemption Distribution to be filed for distributions of QSMs under their new prospectus exemptions or for distributions of NQSMIs sold to permitted clients.

Who will regulate what in Ontario beginning in March 2021? FSRA currently regulates all syndicated mortgage investments in Ontario. When the new regime comes into effect, FSRA will continue to supervise transactions involving qualified, syndicated mortgage investments and the mortgage brokers and administrators involved in such transactions. Oversight of NQSMIs will be split between FSRA and the OSC, depending on the status of the investor/lender and the type of transaction. In particular, FSRA will supervise:

• NQSMI transactions with permitted clients;

• NQSMI transactions with permitted and non-permitted clients before March 1, 2021 (Legacy NQSMIs); and

• Administrators of NQSMIs.

Mortgage brokerages that deal in mortgages and syndicated mortgages only with permitted clients will not have to register with the OSC and the distributions of these products to permitted clients will be exempt from the prospectus requirement. There will be dual oversight however, in some circumstances. For example, FSRA will have oversight over mortgage brokers dealing in NQSMIs when they act on behalf of the borrower who is not a permitted client, with the OSC having oversight over the trades with respect to that investor/lender.

The proposed FSRA Guidance describes FSRA’s forward-looking, risk-based approach to supervision of the firms and transactions over which it will have authority and outlines the data it plans to collect from firms to inform its risk assessments.

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