The Ontario Securities Commission (OSC) has granted an exemption to two foreign advisers, T. Rowe Price Associates, Inc. (TRP Associates) and T. Rowe Price International Ltd (TRP International), from the adviser registration requirement under paragraph 22(1)(b) of the Commodity Futures Act (CFA). This exemption allows the advisers to provide advice on commodity futures contracts and options, primarily traded and cleared outside Canada, to certain Ontario investors classified as “permitted clients” without the need for registration.
The exemption is based on the condition that the advisers only provide advice on foreign contracts and that their business activities, head office, and regulatory compliance remain consistent with their home jurisdictions—the United States for TRP Associates and the United Kingdom for TRP International. Both advisers are registered or exempt from registration in their respective home jurisdictions, allowing them to conduct activities similar to those permitted by the CFA in Ontario.
The exemption is subject to several terms and conditions, including notification requirements to permitted clients, submission of jurisdiction and appointment of an agent for service, and annual payment of participation fees if not already registered under the Ontario Securities Act. Additionally, the advisers must report any regulatory actions initiated against them post-exemption.
This exemption aligns with the International Adviser Exemption in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, which provides similar relief for international advisers regarding securities.
The exemption is time-limited and will expire upon the earliest of certain specified events, including legislative changes or five years from the date of the order, which was issued on February 26, 2021.