Unofficial Consolidation: Form 33-109F6 Firm Registration

Unofficial Consolidation: Form 33-109F6 Firm Registration

Forms

Ontario Securities Commission

Form 33-109F6

Unofficial consolidation current to 2018-06-12.

This document is not an official statement of law or policy and should be used for reference purposes only.

Form 33-109F6
Firm Registration

Who should complete this form?

This form is for firms seeking registration under securities legislation, derivatives legislation or both.

Complete and submit this form to seek initial registration as a dealer, adviser or investment fund manager, or to add one or more jurisdiction of Canada or categories to a firms registration.

Definitions

In this form:

Chief compliance officer - see section 2.1 of NI 31-103.

Derivatives - financial instruments, such as futures contracts (including exchange traded contracts), futures options and swaps whose market price, value or payment obligations are derived from or based on one or more underlying interests. Derivatives can be in the form of instruments, agreements or securities.

Firm - the person or company seeking registration.

Foreign jurisdiction - see National Instrument 14-101 Definitions.

Form - Form 33-109F6 Firm Registration.

Jurisdiction or jurisdiction of Canada - see National Instrument 14-101 Definitions.

NI 31-103 - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

NI 33-109 - National Instrument 33-109 Registration Information.

NI 52-107 - National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

NRD - National Registration Database. For more information, visit www.nrd-info.ca.

Parent - a person or company that directly or indirectly has significant control of another person or company.

Permitted individual - see NI 33-109.

Predecessor - any entity listed in question 3.6 of this form.

Principal regulator - see NI 33-109.

Significant control - a person or company has significant control of another person or company if the person or company:

             directly or indirectly holds voting securities representing more than 20 per cent of the outstanding voting rights attached to all outstanding voting securities of the other person or company, or

             directly or indirectly is able to elect or appoint a majority of the directors (or individuals performing similar functions or occupying similar positions) of the other person or company.

Specified affiliate - a person or company that is a parent of the firm, a specified subsidiary of the firm, or a specified subsidiary of the firms parent.

Specified subsidiary - a person or company of which another person or company has significant control.

SRO - see National Instrument 14-101 Definitions.

Ultimate designated person - see section 2.1 of NI 31-103.

You - the individual who completes, submits, files and/or signs the form on behalf of the firm.

We and the regulator - the securities regulatory authority or regulator in the jurisdiction(s) of Canada where the firm is seeking registration.

Contents of the form

 

This form consists of the following:

Part 1 Registration details

Part 2 Contact information

Part 3 Business history and structure

Part 4 Registration history

Part 5 Financial condition

Part 6 Client relationships

Part 7 Regulatory action

Part 8 Legal action

Part 9 Certification

Schedule A Contact information for notice of collection and use of personal information

Schedule B Submission to jurisdiction and appointment of agent for service

Schedule C Form 31-103F1 Calculation of excess working capital

You are also required to submit the following supporting documents with your completed form:

  1. Schedule B Submission to jurisdiction and appointment of agent for service for each jurisdiction where the firm is seeking registration (question 2.4)

2.         Business plan, policies and procedures manual, and client agreements (except in Ontario) (question 3.3)

3.         Constating documents (question 3.7)

4.         Organization chart (question 3.11)

5.         Ownership chart (question 3.12)

6.         Calculation of excess working capital (question 5.1)

7.         Directors resolution approving insurance (question 5.7)

8.         Audited financial statements (question 5.13)

9.         Letter of direction to auditors (question 5.14)

 

 

 

 

 

How to complete and submit the form

 

The firm is required to pay a registration fee in each jurisdiction of Canada where it is submitting and filing this form. Refer to the prescribed fees of the applicable jurisdiction for details.

All dollar values are in Canadian dollars. If a question does not apply to the firm, write n/a in the space for the answer.

If the firm is seeking registration in more than one jurisdiction of Canada or category, other than in the category of restricted dealer, you only need to complete and submit one form. If the firm is seeking registration as a restricted dealer, submit and file the form with each jurisdiction of Canada where the firm is seeking that registration.

You can complete this form:

  • on paper and deliver it to the principal regulator or relevant SRO
  • on paper, scan it and e-mail it to the principal regulator or SRO

If the firm is seeking registration in Ontario, and Ontario is not the firms principal regulator, you must also file a copy of this form, without supporting documents, with the Ontario Securities Commission.

You can find contact information for submitting and filing the form in Appendix B of Companion Policy 33-109CP Registration Information.

We may accept the form in other formats. Please check with the regulator before you complete, submit and file the form. If you are completing the form on paper and need more space to answer a question, use a separate sheet of paper and attach it to this form. Clearly identify the question number.

You must include all supporting documents with your submission. We may ask you to provide other information and documents to help determine whether the firm is suitable for registration.

In most of this form, answers are required to questions that apply only to Canadian provinces and territories; you will find that the questions are referenced to jurisdictions or jurisdiction of Canada. These refer to all provinces and territories of Canada. However, the questions in Part 4 Registration History and Part 7 Regulatory Action are to be answered in respect of any jurisdiction in the world.

It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to give false or misleading information on this form.

 

 

 

Updating the information on the form

 

See Part 3 of NI 33-109.

The firm is required to notify the regulator, within specified times, of any changes to the information on this form by submitting and filing Form 33-109F5 Change of Registration Information.

Collection and use of personal information

We and the SROs (if applicable) require personal information about the people referred to in this form as part of our review to determine whether the firm is suitable for registration. If the firm is approved, we also require this information to assess whether the firm continues to meet the registration requirements.

We may only:

            collect the personal information under the requirements in securities legislation or derivatives legislation or both

            use this information to administer and enforce provisions of the securities legislation or derivatives legislation or both

We may collect personal information from police records, records of other regulators or SROs, credit records, employment records, government and private bodies or agencies, individuals, corporations, and other organizations. We may also collect personal information indirectly.

We may provide personal information about the individuals referred to in this form to other regulators, securities or derivatives exchanges, SROs or similar organizations, if required for an investigation or other regulatory issue.

If anyone referred to in this form has any questions about the collection and use of their personal information, they can contact the regulator or SRO, if applicable, in the relevant jurisdiction of Canada. See Schedule A for details. In Québec, they can also contact the Commission daccès à linformation du Québec at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

 

 

 

Part 1 – Registration details

1.1             Firms full legal name

Provide the full legal name of the firm as it appears on the firms constating documents required under question 3.7. If the firm is a sole proprietorship, provide your first, last and any middle names.

If the firms legal name is in English and French, provide both versions.

 

 

 

 

 

1.2             Firms NRD number

For more information, visit www.nrd-info.ca.

 

 

 

1.3             Why are you submitting this form?

Complete:

□     To seek initial registration as a firm in one or more jurisdictions of Canada

□     To add one or more jurisdictions of Canada to the firms registration

□     To add one or more categories to the firms registration

The entire form

Questions 1.1, 1.2, 1.4, 1.5, 2.4, 3.9,
5.4, 5.6*, and Part 9

Questions 1.1, 1.2, 1.4, 1.5, 3.1, 5.1, 5.4,
5.5, 5.6*, 5.7, 5.8, Part 6 and Part 9

 

* If the firm is adding Québec as a jurisdiction for registration in the category of mutual fund dealer or scholarship plan dealer, complete question 5.6.

1.4             In what category and jurisdiction is the firm seeking registration? Check all that apply.

(a)              Categories under securities legislation

 

Abbreviations

Alberta (AB)

British Columbia (BC)

Manitoba (MB)

New Brunswick (NB)

Newfoundland and Labrador (NL)

Northwest Territories (NT)

Nova Scotia (NS)

Nunavut (NU)

Ontario (ON)

Prince Edward Island (PE)

Québec (QC)

Saskatchewan (SK)

Yukon (YT)

 

Jurisdiction

 

 

Category

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

 

 

Investment dealer

 

 

Mutual fund dealer

 

 

Scholarship plan dealer

 

 

Exempt market dealer

 

 

Restricted dealer

 

 

Investment fund manager

 

 

Portfolio manager

 

 

Restricted

portfolio

manager

 

 

(b)              Categories under derivatives legislation (Manitoba and Ontario only)

 

Category

Dealer (merchant)

Manitoba

 

Dealer (futures commission merchant)

 

Dealer (floor broker)

 

Local

 

Adviser

 

 

Ontario

 

Commodity trading adviser

 

Commodity trading counsel

 

Commodity trading manager

 

Futures commission merchant

 

(c)              Investment dealers and portfolio managers (Québec only)

 

If the firm is seeking registration in Québec as an investment dealer or a portfolio manager, will the firm also act as a:

 

Derivatives dealer

Yes       □               No   

 

 

Derivatives portfolio manager

Yes       □               No   

 

 

 

 

 

 

 

1.5             Exemptions

 

Is the firm applying for any exemptions under securities or derivatives legislation?

Yes            □                No 

If yes, provide the following information for each exemption:

 

 

 

 

Type of exemption

 

 

 

Legislation

 

 

 

Jurisdiction(s) where the firm has applied for the exemption

 

 

 

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

 

 

 

 

                                                                           

 

 

 

Part 2 –Contact information

Addresses

2.1             Head office address

A post office box on its own is not acceptable for a head office address.

 

Address line 1

 

 

Address line 2

 

 

City

Province/territory/state

 

 

Country

Postal/zip code

 

 

Telephone number

Fax number

 

 

Website

 

 

If the firms head office is in Canada, go to question 2.3.

If the firms head office is not in Canada, go to question 2.2.

2.2             Firms whose head office is not in Canada

(a)              Does the firm have any business location addresses in Canada?

Yes            □                No        

If yes, provide the firms primary Canadian business location address:

 

 

 

Address line 1

 

 

 

Address line 2

 

 

 

City

Province/territory

 

 

 

Postal code

 

 

The securities regulatory authority in this jurisdiction of Canada is the firms principal regulator in Canada.

 

A post office box is acceptable for a mailing address.

(b)              If a firm is not registered in a jurisdiction of Canada, indicate the jurisdiction of Canada in which the firm expects to conduct most of its activities that require registration as at the end of its current financial year or conducted most of its activities that require registration as at the end of its most recently completed financial year.

 

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

 

 

 

2.3             Mailing address

□               Same as the head office address

 

Address line 1

 

 

Address line 2

 

 

City

Province/territory/state

 

 

Country

Postal/zip code

 

 

If the firm does not have an office in a jurisdiction of Canada where it is seeking registration, it must appoint an agent for service in that jurisdiction of Canada.

2.4             Address for service and agent for service

Attach a completed Schedule B Submission to jurisdiction and appointment of agent for service for each jurisdiction of Canada where the firm is seeking registration and does not have an office.

Contact names

2.5             Ultimate designated person

A registered firm must have an individual registered in the category of ultimate designated person.

 

Legal name

 

Officer title

Telephone number

E-mail address

NRD number, if available

Address

□              Same as firm head office address

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

 

2.6             Chief compliance officer

□               Same as ultimate designated person

A registered firm must have an individual registered in the category of chief compliance officer.

 

Legal name

 

Officer title

Telephone number

E-mail address

NRD number, if available

Address

□      Same as firm head office address

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

                                       

 

 

Part 3 –Business history and structure

Business activities

3.1             The firms business

Provide a description of the firms proposed business, including its primary business activities, target market, and the products and services it will provide to clients.

 

 

 

 

 

3.2             Other names

In addition to the firms legal name in question 1.1, does the firm use any other names, such as a trade name?

Yes            □                No 

If yes, list all other names and indicate if each name has been registered:

 

 

 

 

 

3.3             Business documents

Does the firm have the following documents to support its business activities?

 

 

 

Yes

No

 

 

 

(a)   Business plan for at least the next three years

 

 

 

 

 

(b)   Policies and procedures manual, including account opening procedures and the firms policy on fairness in allocation of investment opportunities, if applicable

 

 

 

 

If no, explain why the firm does not have the document:

 

 

 

 

 

Attach the firms business plan, policies and procedures manual and client agreements, including any investment policy statements and investment management agreements, except if the regulator in Ontario is the principal regulator of the firm seeking registration, unless the regulator in Ontario has requested they be provided.

 

History of the firm

3.4             When was the firm created?

 

 

yyyy/mm/dd

 

 

3.5             How was the firm created?

 

New start-up

Merger or amalgamation

Reorganization

Other statutory arrangement

□            Go to question 3.7.

□            Go to question 3.6.

□            Go to question 3.6.

□            Please specify below and go to question 3.6.

 

 

 

 

 

3.6             Predecessors

List the entities that were merged, amalgamated, reorganized or otherwise arranged to create the firm.

 

 

 

 

 

3.7             Constating documents

Attach the legal documents that established the firm as an entity, for example, the firms articles and certificate of incorporation, any articles of amendments, partnership agreement or declaration of trust. If the firm is a sole proprietorship, provide a copy of the registration of trade name.

As part of their constating documents, firms whose head office is outside Canada may be required to provide proof of extra-provincial registration.

Business structure and ownership

3.8             Type of legal structure

 

Sole proprietorship

Partnership

Limited partnership

Corporation

Other

□   Name of general partner ______________________________

□   Please specify ______________________________________

 

3.9             Business registration number, if applicable

This is the firms corporate registration number or Québec enterprise number (NEQ).

List the firms business registration number for each jurisdiction of Canada where the firm is seeking registration.

 

Business registration number

Jurisdiction of Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.10           Permitted individuals

List all permitted individuals of the firm.

 

 

Name

Title

NRD number, if applicable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.11           Organization chart

Attach an organization chart showing the firms reporting structure. Include all permitted individuals, the ultimate designated person and the chief compliance officer.

3.12           Ownership chart

Attach a chart showing the firms structure and ownership. At a minimum, include all parents, specified affiliates and specified subsidiaries.

Include the name of the person or company, and class, type, amount and voting percentage of ownership of the firms securities.

Part 4 – Registration history

The questions in Part 4 apply to any jurisdiction and any foreign jurisdiction.

4.1             Securities registration

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed to trade or advise in securities or derivatives?

Yes            □                No        

If yes, provide the following information for each registration:

 

 

Name of entity

 

 

 

Registration category

 

 

 

Regulator/organization

 

 

 

Date registered or licensed (yyyy/mm/dd)

Expiry date, if applicable
(yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

4.2             Exemption from securities registration

Is the firm currently relying on any exemptions from registration or licensing to trade or advise in securities or derivatives (other than those exemptions with respect to which the firm has already notified the securities regulator or, in Québec, the securities regulatory authority in accordance with the applicable exemption)?

Yes           □              No      

If yes, provide the following information for each exemption:

 

 

Type of exemption

 

 

 

Regulator/organization

 

 

 

Date of exemption (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

4.3             Membership in an exchange or SRO

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been a member of a securities or derivatives exchange, SRO or similar organization?

Yes            □                No        

If yes, provide the following information for each membership:

 

 

Name of entity

 

 

 

Organization

 

 

 

Date of membership (yyyy/mm/dd)

Expiry date, if applicable (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

4.4             Exemption from membership in an exchange or SRO

Is the firm currently relying on any exemptions from membership with a securities or derivatives exchange, SRO or similar organization?

Yes            □                No        

If yes, provide the following information for each exemption:

 

 

Type of exemption

 

 

 

Organization

 

 

 

Date of exemption (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

4.5             Refusal of registration, licensing or membership

Has the firm, or any predecessors or specified affiliates of the firm been refused registration, licensing or membership with a financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes            □                No        

If yes, provide the following information for each refusal:

 

 

Name of entity

 

 

 

Reason for refusal

 

 

 

Regulator/organization

 

 

 

Date of refusal (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

4.6             Registration for other financial products

Examples of other financial products include financial planning, life insurance and mortgages.

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed under legislation that requires registration or licensing to sell or advise in a financial product other than securities or derivatives?

Yes            □                No        

If yes, provide the following information for each registration or licence:

 

 

Name of entity

 

 

 

Type of licence or registration

 

 

 

Regulator/organization

 

 

 

Date of registration (yyyy/mm/dd)

Expiry date, if applicable (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

Part 5 - Financial condition

Capital requirements

5.1             Calculation of excess working capital

Attach the firms calculation of excess working capital.

       Investment dealers must use the capital calculation form required by the Investment Industry Regulatory Organization of Canada (IIROC).

       Mutual fund dealers must use the capital calculation form required by the Mutual Fund Dealers Association of Canada (MFDA), except for mutual fund dealers registered in Québec only.

       Firms that are not members of either IIROC or the MFDA must use Form 31-103F1 Calculation of Excess Working Capital. See Schedule C.

5.2             Sources of capital

List all cash, cash equivalents, debt and equity sources of the firms capital.

 

 

Name of person or entity providing the capital

Type of capital

Amount ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.3             Guarantors

See Schedule C Form 31-103F1

Calculation of Excess Working Capital.

In relation to its business, does the firm:

 

 

Yes

No

 

 

(a) Have any guarantors?

 

 

 

 

(b) Act as a guarantor for any party?

 

 

 

If yes, provide the following information for each guarantee:

 

Name of party to the guarantee

 

 

NRD number, if applicable

 

 

Relationship to the firm

Amount of guarantee ($)

 

 

Details of the guarantee

 

Bonding and insurance

Questions 5.4 to 5.8 apply to the firms bonding or insurance coverage or proposed bonding or insurance coverage for securities and derivatives activities only. This in accordance with Part 12, Division 2 of NI 31-103.

 

5.4             Jurisdictions covered

This information is on the financial institution bond.

Where does the firm have bonding or insurance coverage?

AB       

BC      

MB      

NB      

NL       

NS      

NT       

NU      

ON      

PE       

QC      

SK       

YT       

If the firms bonding or insurance does not cover all jurisdictions of Canada where it is seeking registration, explain why.

 

 

 

 

 

5.5             Bonding or insurance details

This information is on the binder of insurance or on the financial institution bond.

 

Name of insurer

 

 

Bond or policy number

 

 

Specific insuring agreements and clauses

 

 

Coverage for each claim ($)

Annual aggregate coverage ($)

 

 

Total coverage ($)

 

 

 

Amount of the deductible ($)

Expiry date (yyyy/mm/dd)

 

 

If the firms insurance or proposed insurance is not in the form of a financial institution bond, explain how it provides equivalent coverage to the bond.

 

 

 

 

 

5.6             Professional liability insurance (Québec only)

This information is required only if the firm is applying for registration in Québec as a mutual fund dealer or as a scholarship plan dealer.

If the firm is seeking registration in Québec as a mutual fund dealer or a scholarship plan dealer, provide the following information about the firms professional liability insurance:

 

Name of insurer

 

 

Policy number

 

Specific insuring agreements and clauses

 

Coverage for each claim ($)

Annual aggregate coverage ($)

 

 

Total coverage ($)

 

 

Amount of the deductible ($)

Renewal date (yyyy/mm/dd)

 

Jurisdictions covered:

 

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

 

 

 

 

Which insurance policy applies to your representatives?

Firm's policy  □              Individual's policy  □               Both

 

5.7             Directors resolution approving insurance

Attach a directors resolution confirming that the firm has sufficient insurance coverage for its securities or derivatives-related activities.

 

5.8             Bonding or insurance claims

In the last seven years, has the firm made any claims against a bond or on its insurance?

Yes          □               No       

If yes, provide the following information for each claim:

 

 

Type of bond or insurance

 

 

 

Date of claim (yyyy/mm/dd)

Amount ($)

 

 

 

Reason for claim

 

 

 

Date resolved (yyyy/mm/dd)

Result

 

 

 

Jurisdiction

 

 

Solvency

5.9             Bankruptcy

In the last seven years, has the firm or any of its specified affiliates declared bankruptcy, made an assignment or proposal in bankruptcy, or been the subject of a petition in bankruptcy, or the equivalent in any jurisdiction?

Yes            □                No        

If yes, provide the following information for each bankruptcy or assignment in bankruptcy:

 

 

Name of entity

 

 

 

Reason for bankruptcy or assignment

 

 

 

Date of bankruptcy, assignment or petition (yyyy/mm/dd)

Date discharge granted, if applicable (yyyy/mm/dd)

 

 

 

Name of trustee

 

 

 

Jurisdiction

 

 

If applicable, attach a copy of any discharge, release or equivalent document.

 

5.10           Appointment of receiver

In the last seven years, has the firm or any of its specified affiliates appointed a receiver or receiver manager, or had one appointed, or the equivalent in any jurisdiction?

Yes            □                No        

If yes, provide the following information for each appointment of receiver:

 

 

Name of entity

 

 

 

Date of appointment (yyyy/mm/dd)

Reason for appointment

 

 

 

Date appointment ended (yyyy/mm/dd)

Reason appointment ended

 

 

 

Name of receiver or receiver manager

 

 

 

 

Jurisdiction

 

 

Financial reporting

5.11           Financial year-end

 

 

(mm/dd)

 

 

If the firm has not established its financial year-end, explain why.

 

 

 

 

Provide the name of the individual auditing the financial statements and the name of the firm, if applicable.

5.12           Auditor

 

Name of auditor and accounting firm

 

 

 

5.13           Audited financial statements

(a)              Attach, for your most recently completed year, either

(i)               non-consolidated audited financial statements; or

(ii)              audited financial statements prepared in accordance with section 3.2(3) of NI 52-107.

(b)              If the audited financial statements attached for item (a) were prepared for a period ending more than 90 days before the date of this application, also attach an interim financial report for a period of not more than 90 days before the date of this application.

If the firm is a start-up company, you can attach an audited opening statement of financial position instead.

 

5.14           Letter of direction to auditors

We may request an audit of the firm at any time while the firm is registered.

Attach a letter of direction from the firm authorizing the auditor to conduct any audit or review of the firm that the regulator may request.

 

Part 6 – Client relationships

6.1             Client assets

See Part 14, Division 3 of NI 31-103 and Companion Policy 31-103CP.

Will the firm hold or have access to client assets?

Yes                       No       

If yes, provide the following information for each financial institution where the trust accounts for client assets are held.

For guidance regarding whether a firm will hold or have access to client assets see section 12.4 of Companion Policy 31-103CP.

 

Name of financial institution

 

 

Address line 1

 

 

Address line 2

 

 

City

Province/territory

 

 

Postal code

Telephone number

 

6.2             Conflicts of interest

Does the firm have or expect to have any relationships that could reasonably result in any significant conflicts of interest in carrying out its registerable activities in accordance with securities or derivatives legislation?

Yes            □                No        

If yes, complete the following questions:

(a)              Provide details about each conflict:

 

 

 

 

 

(b)              Does the firm have policies and procedures to identify and respond to its conflicts of interest?

Yes            □                No        

If no, explain why:

 

 

 

 

 

Part 7 – Regulatory action

The questions in Part 7 apply to any jurisdiction and any foreign jurisdiction. The information must be provided in respect of the last 7 years.

 

7.1             Settlement agreements

Has the firm, or any predecessors or specified affiliates of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes            □                No        

If yes, provide the following information for each settlement agreement:

 

 

Name of entity

 

 

 

Regulator/organization

 

 

 

Date of settlement (yyyy/mm/dd)

 

 

 

Details of settlement

 

 

 

Jurisdiction

 

 

7.2             Disciplinary history

Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

 

 

 

Yes

No

 

 

 

Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization?

 

 

 

 

 

Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?

 

 

 

 

 

Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm?

 

 

 

 

 

Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm?

 

 

 

 

 

Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm?

 

 

 

 

 

Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm?

 

 

 

 

 

Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)?

 

 

 

 

If yes, provide the following information for each action:

 

 

Name of entity

 

 

 

Type of action

 

 

 

Regulator/organization

 

 

 

Date of action (yyyy/mm/dd)

Reason for action

 

 

 

Jurisdiction

 

 

 

7.3             Ongoing investigations

Is the firm aware of any ongoing investigations of which the firm or any of its specified affiliates is the subject?

Yes            □                No        

If yes, provide the following information for each investigation:

 

 

 

Name of entity

 

 

 

Reason or purpose of investigation

 

 

 

Regulator/organization

 

 

 

Date investigation commenced (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

Part 8 – Legal action

The firm must disclose offences or legal actions under any statute governing the firm and its business activities in any jurisdiction. The information must be provided in respect of the last 7 years.

8.1             Criminal convictions

Has the firm, or any predecessors or specified affiliates of the firm been convicted of any criminal or quasi-criminal offence?

Yes            □                No        

If yes, provide the following information for each conviction:

 

 

Name of entity

 

 

 

Type of offence

 

 

 

Case name

Case number, if applicable

 

 

 

Date of conviction (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

8.2             Outstanding criminal charges

Is the firm or any of its specified affiliates currently the subject of any outstanding criminal or quasi-criminal charges?

Yes            □                No        

If yes, provide the following information for each charge:

 

 

Name of entity

 

 

 

Type of offence

 

 

 

Date of charge (yyyy/mm/dd)

 

 

 

Jurisdiction

 

 

8.3             Outstanding legal actions

 

 

 

Yes

No

 

 

 

(a)   Is the firm currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action?

 

 

 

 

 

(b)   Are any of the firm’s specified affiliates currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action that involves fraud, theft or securities-related activities, or that could significantly affect the firm’s business?

 

 

 

 

If yes, provide the following information for each legal action:

 

 

Name of entity

 

 

 

Type of legal action

 

 

 

Date of legal action (yyyy/mm/dd)

 

 

 

Current stage of litigation

 

 

 

Remedies requested by plaintiff or appellant

 

 

 

Jurisdiction

 

 

8.4             Judgments

 

 

 

Yes

No

 

 

 

Has any judgment been rendered against the firm or is any judgment outstanding in any civil court for damages or other relief relating to fraud, theft or securities-related activities?

 

 

 

 

 

Are any of the firm’s specified affiliates currently the subject of any judgments that involve fraud, theft or securities-related activities, or that could significantly affect the firm’s business?

 

 

 

 

If yes, provide the following information for each judgment:

 

 

Name of entity

 

 

 

Type of judgment

 

 

 

Date of judgment (yyyy/mm/dd)

 

 

 

Current stage of litigation, if applicable

 

 

 

Remedies requested by plaintiffs

 

 

Part 9 – Certification

It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to give false or misleading information on this form.

By signing below, you:

1.               Certify to the regulator in each jurisdiction of Canada where the firm is submitting and filing this form, either directly or through the principal regulator, that:

                 you have read this form, and

                 to the best of your knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.

2.               Certify to each regulator in a non-principal jurisdiction of Canada where the firm is submitting and filing this form, either directly or through the principal regulator, that at the date of this submission:

•                 the firm has submitted and filed all information required to be submitted and filed under the securities legislation or derivatives legislation or both of the principal jurisdiction of Canada in relation to the firms registration in that jurisdiction, and

•                 this information is true and complete.

3.               Authorize the principal regulator to give each non-principal regulator access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both of the principal jurisdiction of Canada in relation to the firms registration in that jurisdiction.

4.               Acknowledge that the regulator may collect and provide personal information about the individuals referred to in this form under Collection and use of personal information.

5.               Confirm that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information.

 

 

 

Name of firm

 

 

 

Name of firm’s authorized signing officer or partner

 

 

 

Title of firm’s authorized signing officer or partner

 

 

 

Signature

 

 

 

Date (yyyy/mm/dd)

 

 

                                                                                 

 

 

 

Witness

 

The witness must be a lawyer, notary public or commissioner of oaths.

 

Name of witness

 

Title of witness

Signature

Date (yyyy/mm/dd)

 

 

Schedule A
Contact information for
Notice of collection and use of personal information

Alberta

Alberta Securities Commission

Suite 600, 2505th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 297-6454

Nunavut

Government of Nunavut

Department of Justice

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Superintendent of Securities

Telephone: (867) 975-6590

 

 

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information Officer

Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)

Ontario

Ontario Securities Commission

22nd Floor

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant Regulation

Telephone: (416) 593-8314

e-mail: [email protected]

 

 

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone: (204) 945-2548

Fax: (204) 945-0330

Prince Edward Island

Securities Office

Department of Community Affairs and Attorney General

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Superintendent of Securities

Telephone: (902) 368-6288

 

 

New Brunswick

Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Registration

Telephone: (506) 658-3060

Québec

Autorité des marchés financiers

800, square Victoria, 22e étage

C.P. 246, tour de la Bourse

Montréal (Québec) H4Z 1G3

Attention: Responsable de laccès à linformation

Telephone: (514) 395-0337 or (877) 525-0337

 

 

Newfoundland and Labrador

Superintendent of Securities, Service NL

Government of Newfoundland and Labrador

P.O. Box 8700

2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Telephone: (709) 729-5661

Saskatchewan

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Deputy Director, Capital Markets

Telephone: (306) 787-5871

 

 

Nova Scotia

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Halifax, NS B3J 1P3

Attention: Deputy Director, Capital Markets

Telephone: (902) 424-7768

Yukon

Government of Yukon

Superintendent of Securities

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5314

 

 

Northwest Territories

Government of the Northwest Territories

Department of Justice

1st Floor Stuart M. Hodgson Building

5009 49th Street

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of Securities

Telephone: (867) 920-8984

Self-regulatory organization

Investment Industry Regulatory Organization of Canada

121 King Street West, Suite 2000

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: [email protected]

 

 

Schedule B
Submission to jurisdiction and appointment of agent for service

1.           Name of person or company (the Firm):    _____________________________________

2.           Jurisdiction of incorporation of the person or company:     __________________________

3.           Name of agent for service of process (the "Agent for Service")      ____________________

4.           Address for service of process on the Agent for Service:     _________________________

________________________________________________________________________

________________________________________________________________________

Phone number of the Agent for Service: ________________________________________

5.           The Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defense in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

6.           The Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction and any administrative proceeding in the local jurisdiction, in any proceeding arising out of or related to or concerning the Firm's activities in the local jurisdiction.

7.           Until six years after the Firm ceases to be registered, the Firm must file

a.           a new Submission to jurisdiction and appointment of agent for service in this form no later than the 10th day after the date this Submission to jurisdiction and appointment of agent for service is terminated; and

b.           an amended Submission to jurisdiction and appointment of agent for service no later than the 10th day after any change in the name or above address of the Agent for Service.

8.           This Submission to jurisdiction and appointment of agent for service is governed by and construed in accordance with the laws of the local jurisdiction.

Dated: ____________________________________

__________________________________________

(Signature of the Firm or authorized signatory)

__________________________________________

(Name and Title of authorized signatory)

Acceptance

The undersigned accepts the appointment as Agent for Service of (Insert name of the Firm) under the terms and conditions of the foregoing Submission to jurisdiction and appointment of agent for service.

Dated: ____________________________________

__________________________________________

(Signature of Agent for Service or authorized signatory)

__________________________________________

(Name and Title of authorized signatory)

 

 

Schedule C
FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL

______________________________________

Firm Name

Capital Calculation
(as at ________________ with comparative figures as at _____________ )

 

Component

Current period

Prior period

1.

Current assets

 

 

2.

Less current assets not readily convertible into cash (e.g., prepaid expenses)

 

 

3.

Adjusted current assets
Line 1 minus line 2 =

 

 

4.

Current liabilities

 

 

5.

Add 100% of non-current related party debt unless the firm and the lender have executed a subordination agreement in the form set out in Appendix B of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the firm has delivered a copy of the agreement to the regulator or, in Québec, the securities regulatory authority. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

 

 

6.

Adjusted current liabilities
Line 4 plus line 5 =

 

 

7.

Adjusted working capital
Line 3 minus line 6 =

 

 

8.

Less minimum capital

 

 

9.

Less market risk

 

 

10.

Less any deductible under the bonding or insurance policy required under Part 12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or, in Québec, for a firm registered only in that jurisdiction and solely in the category of mutual fund dealer, less the deductible under the liability insurance required under section 193 of the Québec Securities Regulation

 

 

11.

Less Guarantees

 

 

12.

Less unresolved differences

 

 

13.

Excess working capital

 

 

Notes:

Form 31-103F1 Calculation of Excess Working Capital must be prepared using the accounting principles that you use to prepare your financial statements in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations provides further guidance in respect of these accounting principles.

Line 5. Related-party debt Refer to the CICA Handbook for the definition of related party for publicly accountable enterprises. The firm is required to deliver a copy of the executed subordination agreement to the regulator or, in Québec, the securities regulatory authority on the earlier of a) 10 days after the date the agreement is executed or b) the date an amount subordinated by the agreement is excluded from its calculation of excess working capital on Form 31-103F1 Calculation of Excess Working Capital. The firm must notify the regulator or, in Québec, the securities regulatory authority, 10 days before it repays the loan (in whole or in part), or terminates the subordination agreement. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Line 8. Minimum Capital The amount on this line must be not less than (a) $25,000 for an adviser and (b) $50,000 for a dealer. For an investment fund manager, the amount must be not less than $100,000 unless subsection 12.1(4) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations applies.

Line 9. Market Risk The amount on this line must be calculated according to the instructions set out in Schedule 1 to Form 31-103F1 Calculation of Excess Working Capital. A schedule supporting the calculation of any amounts included in Line 9 as market risk should be provided to the regulator or, in Québec, the securities regulatory authority in conjunction with the submission of Form 31-103F1 Calculation of Excess Working Capital.

Line 11. Guarantees If the registered firm is guaranteeing the liability of another party, the total amount of the guarantee must be included in the capital calculation. If the amount of a guarantee is included in the firms statement of financial position as a current liability and is reflected in line 4, do not include the amount of the guarantee on line 11.

Line 12. Unresolved differences Any unresolved differences that could result in a loss from either firm or client assets must be included in the capital calculation. The examples below provide guidance as to how to calculate unresolved differences:

(i)           If there is an unresolved difference relating to client securities, the amount to be reported on Line 12 will be equal to the fair value of the client securities that are short, plus the applicable margin rate for those securities.

(ii)          If there is an unresolved difference relating to the registrant's investments, the amount to be reported on Line 12 will be equal to the fair value of the investments (securities) that are short.

(iii)         If there is an unresolved difference relating to cash, the amount to be reported on Line 12 will be equal to the amount of the shortfall in cash.

Please refer to section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations for further guidance on how to prepare and file Form 31-103F1 Calculation of Excess Working Capital.

 

 

Management Certification

Registered Firm Name: ___________________________________________

We have examined the attached capital calculation and certify that the firm is in compliance with the capital requirements as at _________________________________________.

Name and Title

Signature

Date

1    ____________________

____________________

______________________

_____________________

2.   ____________________

____________________

______________________

_____________________

 

 

Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital
(calculating line 9 [market risk])

For purposes of completing this form:

(1)          Fair value means the value of a security determined in accordance with Canadian GAAP applicable to publicly accountable enterprises.

(2)          For each security whose value is included in line 1, Current Assets, multiply the fair value of the security by the margin rate for that security set out below. Add up the resulting amounts for all of the securities you hold. The total is the "market risk" to be entered on line 9.

(a)          Bonds, Debentures, Treasury Bills and Notes

(i)           Bonds, debentures, treasury bills and other securities of or guaranteed by the Government of Canada, of the United Kingdom, of the United States of America or of any other national foreign government (provided those foreign government securities have a current credit rating described in subparagraph (i.1)) maturing (or called for redemption):

within 1 year:

1% of fair value multiplied by the fraction determined by dividing the number of days to maturing by 365

over 1 year to 3 years:

1 % of fair value

over 3 years to 7 years:

2% of fair value

over 7 years to 11 years:

4% of fair value

over 11 years:

4% of fair value

(i.1)        A credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is the same as one of the following corresponding rating categories or that is the same as a category that replaces one of the following corresponding rating categories:

Designated Rating Organization

Long Term Debt

Short Term Debt

DBRS Limited

AAA

R-1 (high)

Fitch Ratings, Inc.

AAA

F1+

Moody’s Canada Inc.

Aaa

Prime-1

S&P Global Ratings Canada

AAA

A-1+

(ii)          Bonds, debentures, treasury bills and other securities of or guaranteed by any jurisdiction of Canada and obligations of the International Bank for Reconstruction and Development, maturing (or called for redemption):

within 1 year:

2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year to 3 years:

3 % of fair value

over 3 years to 7 years:

4% of fair value

over 7 years to 11 years:

over 11 years:

5% of fair value

5% of fair value

(iii)          Bonds, debentures or notes (not in default) of or guaranteed by any municipal corporation in Canada or the United Kingdom maturing:

within 1 year:

3% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year to 3 years:

5% of fair value

over 3 years to 7 years:

5% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

(iv)         Other non-commercial bonds and debentures (not in default): 10% of fair value

(v)          Commercial and corporate bonds, debentures and notes (not in default) and non-negotiable and non-transferable trust company and mortgage loan company obligations registered in the registered firms name maturing:

within 1 year:

3% of fair value

over 1 year to 3 years:

6% of fair value

over 3 years to 7 years:

7% of fair value

over 7 years to 11 years:

10% of fair value

over 11 years:

10% of fair value

(b)          Bank Paper

Deposit certificates, promissory notes or debentures issued by a Canadian chartered bank (and of Canadian chartered bank acceptances) maturing:

within 1 year:

2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds, debentures and notes

(c)          Acceptable foreign bank paper

Deposit certificates, promissory notes or debentures issued by a foreign bank, readily negotiable and transferable and maturing:

within 1 year:

2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds, debentures and notes

Acceptable Foreign Bank Paper consists of deposit certificates or promissory notes issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital plus reserves) of not less than $200,000,000.

(d)          Mutual Funds

Securities of mutual funds qualified by prospectus for sale in any jurisdiction of Canada:

(i)           5% of the net asset value per security as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, where the fund is a money market mutual fund as defined in National Instrument 81-102 Investment Funds; or

(ii)          the margin rate determined on the same basis as for listed stocks multiplied by the net asset value per security of the fund as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.

Securities of mutual funds qualified by prospectus for sale in the United States of America: 5% of the net asset value per security if the fund is registered as an investment company under the Investment Company Act of 1940, as amended from time to time, and complies with Rule 2a-7 thereof.

(e)          Stocks

In this paragraph, securities includes rights and warrants and does not include bonds and debentures.

(i)           On securities including investment fund securities, rights and warrants, listed on any exchange in Canada or the United States of America:

Long Positions Margin Required

Securities selling at $2.00 or more 50% of fair value

Securities selling at $1.75 to $1.99 60% of fair value

Securities selling at $1.50 to $1.74 80% of fair value

Securities selling under $1.50 100% of fair value

Short Positions Credit Required

Securities selling at $2.00 or more 150% of fair value

Securities selling at $1.50 to $1.99 $3.00 per share

Securities selling at $0.25 to $1.49 200% of fair value

Securities selling at less than $0.25 fair value plus $0.25 per share

(ii)          For positions in securities that are constituent securities on a major broadly-based index of one of the following exchanges, 50% of the fair value:

(a)          Australian Stock Exchange Limited

(b)          Bolsa de Madrid

(c)          Borsa Italiana

(d)          Copenhagen Stock Exchange

(e)          Euronext Amsterdam

(f)          Euronext Brussels

(g)          Euronext Paris S.A.

(h)          Frankfurt Stock Exchange

(i)           London Stock Exchange

(j)           New Zealand Exchange Limited

(k)          Stockholm Stock Exchange

(l)           SIX Swiss Exchange

(m)        The Stock Exchange of Hong Kong Limited

(n)          Tokyo Stock Exchange

(f)           Mortgages

(i)           For a firm registered in any jurisdiction of Canada except Ontario:

(a)          Insured mortgages (not in default): 6% of fair value

(b)          Mortgages which are not insured (not in default): 12% of fair value

(ii)          For a firm registered in Ontario:

(a)          Mortgages insured under the National Housing Act (Canada) (not in default): 6% of fair value

(b)          Conventional first mortgages (not in default): 12% of fair value.

If you are registered in Ontario regardless of whether you are also registered in another jurisdiction of Canada, you will need to apply the margin rates set forth in (ii) above.

(g)          For all other securities 100% of fair value.