Application pursuant to section 7.1 of NI 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.
National Instrument 33-109 Registration Information.
October 25, 2007
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
ALTRINSIC GLOBAL ADVISORS, LLC
(Subsection 7.1(1) of National Instrument 33-109)
UPON the application (the Application) of Altrinsic Global Advisors, LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an exemption pursuant to subsection 7.1(1) of National Instrument 33-109 - Registration Information (NI 33-109) from the requirement in subsection 2.1(c) and section 3.3 of NI 33-109 that the Applicant submit a completed Form 33-109F4 for each non-registered individual of the Applicant in connection with the Applicant's registration as a dealer in the category of 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 liability company formed under the laws of the State of Delaware of the United States of America. The head office of the Applicant is located at 100 First Stamford Place, 6th Floor East, Stamford, CT 06902.
2. The Applicant is registered under the Act as an international adviser and intends to maintain such registration. The Applicant is also registered as an adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.
3. The Applicant carries on business as an adviser in the United States, providing investment advice through managed accounts and investment funds.
4. The Applicant has approximately 7 members that will have responsibilities that include trading in securities in Ontario. The Applicant does not have a board of directors.
5. The Applicant intends to apply to the Commission for registration under the Act as a dealer in the category of LMD, primarily for the purpose of engaging in the distribution of units of a pooled fund managed by the Applicant.
6. Pursuant to NI 33-109, a LMD is required to submit, in accordance with National Instrument 31-102 -- National Registration Database (NI 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 NI 33-109.
7. All individuals who intend to trade in 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 NI 31-102 by submitting a Form 33-109F4 completed with all the information required for a registered individual.
8. The Applicants remaining members will be Non-Registered Individuals, as defined in NI 33-109. Of the Applicant's Non-Registered Individuals many would not reasonably be considered to be directors or officers from a functional point of view. These individuals (the Nominal Officers) 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 dealer activities in Ontario. For purposes of reporting to securities regulatory authorities the Applicant considered only its portfolio managers to be analogous to officers (the Executive Officers) which would include a total of 3 people.
9. The Applicant seeks relief from the requirement to submit Form 33-109F4s for the Nominal Officers. The Applicant will submit Form 33-109F4s on behalf of each Executive Officer completed with all the information required for a non-registered individual. The Applicant will also submit a Form 33-109F4 for the designated compliance officer under the Applicant's proposed Non-Resident LMD registration (the Compliance Officer). The Compliance Officer will monitor and supervise the Ontario trading activities of the Applicant with respect to compliance with Ontario securities laws and any conditions of the Applicant's registration as a limited market dealer in Ontario.
10. In the absence of the requested exemptive relief, subsection 2.1(c) of NI 33-109 would require that in conjunction with its proposed LMD registration application, the Applicant submit a completed Form 33-109F4 for each of its non-registered individuals which would include its Nominal Officers and any new Nominal Officers, rather than limiting this filing requirement to the much smaller number of Executive Officers and the Designated Compliance Officer. The information contained in the filed Form 33-109F4 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 NI 33-109.
11. Given the limited scope of the Applicant's proposed 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 33-109F4s on behalf of each Nominal Officer would achieve little or no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant.
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 NI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of NI 33-109 and section 3.3 of NI 33-109 to submit a completed Form 33-109F4 for each of its non-registered individuals who are Nominal Officers not involved in its LMD business in Ontario, 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 LMD activities in Ontario in any capacity.