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Goldman Sachs Execution & Clearing L.P. - s. 7.1(1) of MI 33-109 Registration Information
Headnote
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 certain "Executive Officers" and its Registered Individuals which are those officers involved in the Ontario business activities.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Rules Cited
Multilateral Instrument 33-109 - Registration Information.
January 24, 2006
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
AND
IN THE MATTER OF
GOLDMAN SACHS EXECUTION & CLEARING, L.P.
DECISION
(Subsection 7.1(1) of Multilateral Instrument 33-109)
UPON the application (the Application) of Goldman Sachs Execution & Clearing, L.P. (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) and section 3.3 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 limited partnership governed by the laws of the State of New York of the United States of America and is indirectly wholly-owned by The Goldman Sachs Group, Inc. The head office of the Applicant is located in Jersey City, New Jersey.
2. The Applicant is registered under the Ontario Securities Act (the Act) as an international dealer and intends to maintain such registration. The Applicant is also registered as a broker-dealer with the U.S. Securities and Exchange Commission and in all of the states in the United States and is a member of the NASD, the New York Stock Exchange, Inc. and all other major United States securities and futures exchanges.
3. The Applicant has applied to the Commission for registration under the Act as a dealer in the category of a LMD.
4. The Applicant provides trade execution and clearing services to its clients in respect of securities traded on exchanges and other marketplaces throughout the world.
5. 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.
6. Of the Applicant's approximately 123 officers, not more than 9 will be involved in the Applicant's trading activities in Ontario. All officers, and any new officers, who 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 31-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.
7. Other than the Executive Officers (as defined below), 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 title "vice president" or a similar title but are not in charge of a principal business unit, division or function of the Applicant and, in any event, will not be involved in or have oversight of the Applicant's dealer activities in Ontario. 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 Executive Officer, Chief Financial Officer, Co-Chief Operating Officers, Co-Chief Compliance Officers and Registered Options Principal (the Executive Officers).
8. The Applicant is a limited partnership and as such does not have any directors. It is managed primarily by its Executive Officers and other employees.
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 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.
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 33-109F4's for its Nominal Officers.
13. 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 107 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 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"