Ontario Securities Commission Bulletin

Issue 44/50s4 - December 16, 2021

Ont. Sec. Bull. Issue 44/50s4

Table of Contents

AMENDMENTS TO NI 33-109 AND RELATED INSTRUMENTS

Modernizing Registration Information Requirements, Clarifying Outside Activity Reporting & Updating Filing Deadlines

CSA Notice of Amendments to National Instrument 33-109 Registration Information and Changes to the Companion Policy to National Instrument 33-109 Registration Information and Consequential Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Changes to the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations Modernizing Registration Information Requirements, Clarifying Outside Activity Reporting and Updating Filing Deadlines

Annex A -- Summary of notable changes to the Proposals

Annex B -- List of commenters and summary of comments on the Proposals and responses

Annex C -- Frequently asked questions on updating registration information on NRD

Annex D -- Adoption of the Amendments

Annex E -- Amendments to NI 33-109

Annex F -- Blackline showing amendments to NI 33-109

Annex G -- Changes to 33-109CP

Annex H -- Blackline showing changes to 33-109CP

Annex I -- Amendments to NI 31-103

Annex J -- Changes to 31-103CP

Annex K -- Local matters

OSC Notice of Amendments to OSC Rule 33-506 (Commodity Futures Act) Registration Information and Changes to the Companion Policy to OSC Rule 33-506 (Commodity Futures Act) Registration Information

Appendix A -- Summary of Notable Changes to the OSC Proposals

Appendix B -- Amendments to OSC Rule 33-506

Appendix C -- Blackline of OSC Rule 33-506

Appendix D -- Changes to 33-506CP

Appendix E -- Blackline of 33-506CP

 

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CSA Notice of Amendments to National Instrument 33-109 Registration Information and Changes to the Companion Policy to National Instrument 33-109 Registration Information and Consequential Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Changes to the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations Modernizing Registration Information Requirements, Clarifying Outside Activity Reporting and Updating Filing Deadlines

CSA Notice of Amendments to National Instrument 33-109 Registration Information and Changes to the Companion Policy to National Instrument 33-109 Registration Information and Consequential Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Changes to the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

Modernizing Registration Information Requirements, Clarifying Outside Activity Reporting and Updating Filing Deadlines

December 16, 2021

Introduction

The Canadian Securities Administrators (the CSA or we) requires accurate, complete and timely registration information to assess whether an individual or firm is or remains suitable for registration, with regards to their proficiency, integrity and solvency. Investor harm may arise if individuals and entities are inappropriately registered and carry on a securities business. In this regard, registration protects investors from unfair, improper or fraudulent practices and fosters fair and efficient capital markets and confidence in capital markets.

We are adopting targeted amendments to registration information requirements to provide greater clarity on the information to be submitted, to help individuals and firms provide complete and accurate registration information, and to reduce the regulatory burden of doing so, while allowing the CSA to receive the information necessary to carry out its regulatory roles. In this notice, we refer to firms who are registered or applying for registration, and individuals who are registered, are permitted individuals, or are applying for registration or to be permitted individuals, collectively as Registrants.

Specifically, we are adopting:

• amendments to National Instrument 33-109 Registration Information (NI 33-109), including its related forms (the Registration Forms), and changes to the Companion Policy 33-109 Registration Information (33-109CP), and

• consequential amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and changes to the Companion Policy 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (31-103CP).

We refer to the amendments to NI 33-109 and NI 31-103 and changes to 33-109CP and 31-103CP collectively as the Amendments.

The Amendments are relevant to all Registrants, including members of the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA, together with IIROC, the SROs).

The Amendments have been or are expected to be adopted by each member of the CSA. The CSA worked together with staff of the SROs to develop the Amendments. IIROC and the MFDA plan to implement corresponding amendments to the IIROC Rules and the MFDA Rules, respectively.

In some jurisdictions, ministerial approvals are required for the implementation of the Amendments. Provided all ministerial approvals are obtained, the Amendments will come into force on June 6, 2022.

Substance and Purpose

A Registrant submits registration information to securities regulatory authorities and is required to keep this information up-to-date. Registration information is submitted through seven different Registration Forms, the primary forms being Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (the Individual Registration Form) and Form 33-109F6 Firm Registration (the Firm Registration Form).

While registered firms are responsible for the oversight of their applicants for registration, registered individuals and permitted individuals{1} (collectively, Individual Registrants), registration is an important gatekeeper requirement in securities legislation. Considering the registration information submitted, among other information, we assess whether a Registrant is able to carry out their obligations under securities legislation. High standards of fitness and business conduct, as well as a demonstrated commitment to compliance with securities laws must be met to be registered.

The Amendments address issues identified by CSA staff and respond to concerns raised by Registrants. They will provide greater clarity on the information to be submitted, to help Registrants provide complete and accurate registration information, and to reduce the regulatory burden of doing so, while allowing regulators to receive the information necessary to carry out its regulatory roles. The changes include the following:

• Establishing a new reporting framework for reporting activities carried on by Individual Registrants outside of their sponsoring firms (Outside Activities, previously referred to as "outside business activities"),

• Implementing a new rule that will replace the existing practice of imposing terms and conditions which restrict the client base of Individual Registrants whose Outside Activities are positions of influence over certain clients (referred to as "restricted client terms and conditions"){2},

• Extending some deadlines to report changes in registration information,

• Modifying or clarifying certain registration information requirements to adjust the burden of collection with the intended purpose of collecting that information, such as reporting changes to percentage ownership in ownership charts, reporting a change in the annual expiry date of insurance policies, and reporting changes in litigation status,

• Implementing a new rule to reduce multiple filings of the same information by corporate groups by allowing registered firms to delegate to an affiliated registered firm the requirement to notify the securities regulatory authority of changes in certain registration information where the reporting and filing firms have the same principal regulator,

• Amending certain registration information requirements to provide greater clarity on the information asked for and reduce common errors, such as making clear that the following registration information is required to be disclosed:

• allegations of non-compliance with standards of conduct, such as a firm's policies and procedures, that existed at the time of resignation or termination from the firm (even if they were not the reason for the resignation or termination),

• non-compliance with securities laws, SRO rules or bylaws, or standards of conduct (e.g., the sponsoring firm's policies and procedures or the standards of conduct of a professional body), and other detrimental information that existed at the time of resignation or termination (even if they were not the reason for registration or termination),

• criminal offences under any foreign law,

• bankruptcy, consumer proposals and other insolvency events no matter how long ago they occurred, and

• all non-securities licences, including medical licences,

• Clarifying that Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals (the Reinstatement Form) may only be used if, among other requirements, the individual's registration information was up-to-date at the time the individual previously ceased to be registered or to be a permitted individual,

• Clarifying when certain Registration Forms should be used, such as which forms a permitted individual may be required to submit, to reduce the number of forms returned,

• Consolidating where information is provided on relevant securities experience in the Registration Forms and clarifying that only education and course information required for registration needs to be disclosed,

• Moving the certification to the front of each Registration Form and creating a single certification standard to underscore and clarify the standard of care expected of Registrants when completing the Registration Forms,

• Updating and improving the readability of the privacy notice to provide greater clarity on how personal information is collected and used by the CSA and SROs, and

• Implementing a new requirement to report the business titles and professional designations used by Individual Registrants.

The Amendments are not intended to change the nature of the registration process, the requirement to register or the assessment of fitness for registration. The Amendments are intended to provide the most benefit to Registrants and securities regulatory authorities, given the costs to make changes to the National Registration Database (NRD) and considering that NRD will eventually be replaced by SEDAR+.

Publication for Comment and Stakeholder Testing

We published proposed targeted amendments (the Proposals) on February 4, 2021 for a 90-day comment period. The comment period ended on May 5, 2021.

In addition, during the comment period, we conducted a test of the Proposals to the Individual Registration Form to assess whether those changes would have their intended effects.

The test was conducted using an online survey between March 31, 2021 to April 19, 2021. Participants consisted of registered individuals from registered firms of different registration categories, different sizes and different geographical locations. Participants were randomly assigned to view the current language and the Proposals to the Individual Registration Form for the following questions:

• Disclosure of education and course information (Item 8.1);

• Outside Activities (Item 10);

• Allegations of detrimental information at the time of resignation or termination (Item 12);

• Disclosure of other registrations and licences (Item 13.3); and

• Financial disclosure (Item 16).

We thank the registered individuals who participated in the test and the registered firms for their support for this test. 302 registered individuals completed the test.

The overall test results indicate that the group which viewed the language in the Proposals outperformed the group which viewed the current, existing language. There was an 8.4% improvement in accurately disclosing information by those participants that saw the Proposals. This finding is statistically significant. In particular, there was a significant improvement in correct disclosures by participants who saw the Proposals relating to Outside Activities.

Summary of Changes

Annex A -- Summary of notable changes to the Proposals includes a summary of notable changes made to the Proposals and our reasons for making them.

The changes from the Proposals include the following:

• We have removed from the Outside Activities reporting framework the requirement to report Category 6 [Specified activities] to securities regulatory authorities.

• We have clarified that activities with an affiliate are to be reported as Outside Activities.

• We have revised the language of the new rule on positions of influence to specify that registered firms and their Individual Registrants should not sell to or advise individuals that the registered firm knows the Individual Registrant is in a position of influence over or the registered firm or Individual Registrant knows are certain close family members of an individual that the Individual Registrant is in a position of influence over.

• We have provided additional guidance on positions of influence in relation to Individual Registrants who are involved in the activities of community, cultural or religious organizations, or who are elected officials.

• We have changed the deadline to report a cessation of authority of an Individual Registrant or a change in an individual's status to 15 days, such that there are generally two reporting deadlines (i.e., 15 days or 30 days). We have made a consequential change to extend the deadline for the registered firm to provide an Individual Registrant with a copy of Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status from 10 days to 15 days.

• We have removed the requirement in Item 12 of the Individual Registration Form to report resignations and terminations following allegations that the Individual Registrant violated, or failed to appropriately supervise compliance with, the rules or bylaws or standards of conduct of an industry association.

• We have reverted to the original language for Item 12.3 of the Individual Registration Form to report allegations relating to fraud or the wrongful taking of property, including theft.

• We have added instructions for Item 13.3 of the Individual Registration Form that only registration and licensing required to deal with the public in any capacity are to be disclosed.

• We have amended section 2.3 of NI 33-109 to clarify when an Individual Registrant's NRD record is up-to-date so that a Reinstatement Form may be used and have provided guidance in Annex C of this notice relating to when Individual Registrants should review and respond to items in NRD that read "there is no response to this question".

• We have made a consequential amendment to section 12.7 of NI 31-103 that a change in the expiry date of a registered firm's insurance policy does not need to be reported where the insurance policy has not lapsed and there have been no other changes to the insurance policy.

• We have revised the guidance on reporting status updates to litigation to provide more details.

• We have clarified that Individual Registrants are to report their business titles and professional designations.

As these changes are not material, we are not publishing the changes to the Proposals for a further comment period.

Summary of Written Comments Received by the CSA

We received submissions from 21 commenters. We have considered the comments received and thank all of the commenters for their input. The list of the commenters and a summary of comments, together with our responses, are contained in Annex B -- List of commenters and summary of comments on the Proposals and responses of this notice.

The comment letters can be viewed on the websites of each of the:

• Alberta Securities Commission at www.albertasecurities.com,

• Autorité des marchés financiers at www.lautorite.qc.ca, and

• Ontario Securities Commission at www.osc.ca.

Transition

Provided all Ministerial approvals are obtained, the Amendments (including the Amendments to NI 31-103 relating to positions of influence) will come into force on June 6, 2022.

We wish to make it clear that it is not our expectation that current Individual Registrants would update their registration information, such as reporting Outside Activities under the new framework or providing their titles, as of the effective date of the Amendments (i.e., June 6, 2022) or immediately after that date. We would expect Individual Registrants will update their registration information when there has been a change in registration information the Individual Registrant previously provided. At that time, we expect the Individual Registrant to review and update any other registration information that is not complete or accurate in light of the Amendments.

We have also clarified in the Amendments and have provided guidance in Annex C of this notice relating to registration information in NRD, specifically, where NRD states "there is no response to this question". All Individual Registrants are required to update their information in NRD where it states "there is no response to this question" by the earlier of (i) the date the Individual Registrant reports a change to their registration information and (ii) June 6, 2023.

Local Matters

Where applicable, Annex K provides additional information required by the local securities legislation.

Contents of Annexes

This notice contains the following annexes:

• Annex A -- Summary of notable changes to the Proposals

• Annex B -- List of commenters and summary of comments on the Proposals and responses

• Annex C -- Frequently asked questions on updating registration information on NRD

• Annex D -- Adoption of the Amendments

• Annex E -- Amendments to NI 33-109

• Annex F -- Blackline showing amendments to NI 33-109

• Annex G -- Changes to 33-109CP

• Annex H -- Blackline showing changes to 33-109CP

• Annex I -- Amendments to NI 31-103

• Annex J -- Changes to 31-103CP

• Annex K -- Local matters

This notice will also be available on the following websites of CSA jurisdictions:

www.lautorite.qc.ca
www.albertasecurities.com
www.bcsc.bc.ca
www.fcnb.ca
nssc.novascotia.ca
www.osc.gov.on.ca
www.fcaa.gov.sk.ca
www.mbsecurities.ca

Questions

Please refer your questions to any of the following:

Alberta Securities Commission
 
Patricia Quinton-Campbell
Charmaine Coutinho
Team Lead, Registration
Legal Counsel
403.355.3899
403.592.4898
<<Patricia.Quinton-Campbell@asc.ca>>
<<Charmaine.Coutinho@asc.ca>>
 
Autorité des marchés financiers
 
Gabriel Chénard
Senior Policy Analyst
514.395.0337, ext. 4482
<<Gabriel.chenard@lautorite.qc.ca>>
 
British Columbia Securities Commission
 
Anne Hamilton
Kent Waterfield
Senior Legal Counsel
Senior Registration Administrator
604.899.6716
604.899.6694
<<ahamilton@bcsc.bc.ca>>
<<kwaterfield@bcsc.bc.ca>>
 
Financial and Consumer Affairs Authority of Saskatchewan
 
Curtis Brezinski
Compliance Auditor, Capital Markets
Securities Division
306.787.5876
<<Curtis.brezinski@gov.sk.ca>>
 
Financial and Consumer Services Commission (New Brunswick)
 
Clayton Mitchell
Senior Securities Officer, Securities
506.658.5476
<<Clayton.mitchell@fcnb.ca>>
 
Manitoba Securities Commission
 
Sarah Hill
Legal Counsel
204.945.0605
<<Sarah.hill@gov.mb.ca>>
 
Securities NL (Newfoundland and Labrador)
Financial Services Regulation Division
Department of Government Services
 
Raymond Clarke
Registrations and Compliance Officer
709.729.4701
<<raymondclarke@gov.nl.ca>>
 
Ontario Securities Commission
 
Elizabeth King
Colin Yao
Deputy Director, Compliance and Registrant Regulation Branch
Legal Counsel, Compliance and Registrant Regulation Branch
416.204.8951
416.593.8059
<<eking@osc.gov.on.ca>>
<<cyao@osc.gov.on.ca>>
 
Gloria Tsang
Senior Legal Counsel, Compliance and Registrant Regulation Branch
416.593.8263
<<gtsang@osc.gov.on.ca>>

{1} Permitted individuals are reviewed by regulators due to their association with a registered firm but are not registered.

{2} The terms and conditions prohibit the registered individual from advising, or trading for, clients who they know from their position of influence.

 

Annex A -- Summary of notable changes to the Proposals

ANNEX A

SUMMARY OF NOTABLE CHANGES TO THE PROPOSALS

This annex summarizes the notable changes to the Proposals. In addition to the changes summarized in this annex, the Amendments also include technical drafting changes and clarifications.

Outside Activities

The Proposals provided that there would be six categories of Outside Activities that are reportable to securities regulatory authorities:

1. Activities with another registered firm

2. Activities with an entity that receives compensation from another registered firm for the Registrant's registrable activity

3. Other securities-related activities

4. Provision of financial or finance-related services

5. Positions of influence

6. Specified activities

Based on comments received, we have made the following revisions:

• We have removed the requirement to report Category 6 [Specified activities] to securities regulatory authorities on the basis that Categories 1 to 5 allow the CSA to receive the information necessary to carry out its regulatory role. Although activities that fall within Category 6 are no longer reportable to securities regulatory authorities{1}, firms are responsible for conflicts of interest arising from all Outside Activities (even if they are not reportable to us) and for ensuring their registered individuals have sufficient time to perform the registrable activity and properly service clients, and to maintain their proficiency.

We have also revised Appendix C of the Companion Policy to National Instrument 33-109 Registration Information, which illustrates the analysis on whether an activity outside of the sponsoring firm is reportable, to reflect the removal of Category 6 and have reproduced it below.

No reporting of the outside activity required

• We have clarified the following:

• Firms are required to identify and address material conflicts of interest arising from the Registrants' Outside Activities and these Outside Activities may not be limited to those reportable to the securities regulatory authorities.

• An individual's activity with an affiliated entity is a reportable Outside Activity if it falls within Categories 1 to 5.

• The description of the activities that fall within Category 4 [Provision of financial or finance-related services].

• Volunteer activities are not reportable, unless they fall within Categories 1 to 5.

Positions of influence

In the Proposals, we introduced a definition of position of influence, introduced a new rule that codifies the restriction of the client base of a registered individual who is in a position of influence over certain clients, and required the reporting of positions of influence to securities regulatory authorities as an Outside Activity.

We have maintained the definition of position of influence as published, including listing certain positions of influence. Based on our experience, these are positions with a high level of conflict, which must be reported and managed by firms. We are of the view that the listed positions will ease compliance burden on firms by providing clarity and consistent treatment.

Nevertheless, we agree that positions of influence can be a matter of judgment based on the particular facts and circumstances. Therefore, it is not an exhaustive list and guidance is provided. In light of the comments received, we have provided additional guidance on individuals who are involved in the activities of community, cultural or religious organizations, as well as on individuals who are elected officials.

The restriction on the registered individual's securities activities is required to address the conflict arising from the relationship and in our view, this is a measured regulatory approach in contrast to a ban on the activity. After considering the comments received, we have revised the language of the restriction to specify that registered firms and their Individual Registrants should not sell to or advise individuals that the registered firm knows the Individual Registrant is in a position of influence over or the registered firm or Individual Registrant knows are certain close family members of an individual that the Individual Registrant is in a position of influence over.

We continue to be of the view that positions of influence should be reported to regulators.

Reporting deadlines

We published proposals to extend some reporting deadlines such that Registrants would be required to submit registration information generally either within 15 days or 30 days. However, we did not propose changes to the reporting deadlines for changes in an individual's status, such as becoming a permitted individual or ceasing to be an Individual Registrant, which are reportable within 10 days of the change in status.

Based on the feedback received that three different reporting deadlines would add complexity and increase the likelihood of errors, we changed the deadline to report becoming a permitted individual or ceasing to be an Individual Registrant to 15 days, such that there are generally two reporting deadlines -- 15 days or 30 days. A longer reporting period does not raise regulatory risk when an individual ceases to have authority as an Individual Registrant and we are aware through other regulatory filings of when an individual will become a permitted individual.

As a result of this change, we have made a consequential change to extend the deadline for the registered firm to provide an Individual Registrant with a copy of Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status (Notice of Cessation) from 10 days to 15 days. This change is necessary to align the firm's filing deadline of the Notice of Cessation with securities regulatory authorities. Otherwise, in certain circumstances, the registered firm would be required to provide the Individual Registrant with the Notice of Cessation before the registered firm is required to file it with securities regulatory authorities.

Common errors and updated certificate requirements

The Proposals included changes to address the receipt by regulators of Registration Forms that are incomplete and/or inaccurate because

• the registration information requirement is unclear,

• despite the certification requirement, the Registrant is not carefully completing the Registration Form,

• the Registrant does not understand the registration information requirements,

• the sponsoring firm, who is required to have discussed the Registration Form with the Individual Registrant, is not providing adequate support, and/or

• the Registrant is not being forthright.

The Proposals also make changes to address areas of the Individual Registration Form that are more likely to be filled out incorrectly.

After considering the comments received and the results of the test conducted, we have made the following revisions:

• As criminal disclosures are reported in a different section of the Individual Registration Form, we have decided not to amend Item 12.3 of the Individual Registration Form. Individual Registrants will continue to be required to report resignations or terminations when at the time of resignation or termination, there was an allegation that the Individual Registrant committed fraud or the wrongful taking of property, including theft.

• We have removed the requirement in Item 12 of the Individual Registration Form to report resignations and terminations following allegations that the Individual Registrant violated, or failed to appropriately supervise compliance with, the rules or bylaws or standards of conduct of an industry association.

• We have further revised the language in Item 16 of the Individual Registration Form to clarify that Individual Registrants are required to report bankruptcies no matter how long ago the bankruptcy occurred.

• We have added instructions to Item 13.3 of the Individual Registration Form to make clear that only registration and licences that involve dealing with the public are to be disclosed.

• We have amended section 2.3 of NI 33-109 to clarify when an Individual Registrant's NRD record is up-to-date so that a Reinstatement Form may be used and have provided guidance in Annex C to this Notice relating to when Individual Registrants should review and respond to items in NRD that read "there is no response to this question".

• Where education and course information are to be reported, we have further clarified that only those required for the registration categories or IIROC approval should be disclosed.

• We have clarified that reporting securities experience applies to certain supervisors and have included instructions for applicants seeking registration as advising representatives limited to client relationship management.

Additionally, we have revised the language of some of the certifications to reflect the CSA's practice of separately obtaining consent to enter a business location that is a personal residence at the time of a compliance review.

Regulatory burden of certain reporting requirements

In the Proposals, to address concerns that some specific registration information requirements may create a disproportionate reporting burden relative to their original purpose, we proposed changes to:

• Reduce the requirement for reporting changes in percentage ownership on an ownership chart to when the percentage ownership exceeds or falls below 10%, 20% or 50%;

• Provide a mechanism for a registered firm to delegate to another registered firm the requirement to notify the regulator of changes in certain registration information;

• Remove the requirement to report a change in the expiry date of a registered firm's insurance policy where the insurance policy has not lapsed and there have been no other changes to the insurance policy;

• Provide additional guidance on changes in litigation to be reported; and

• Remove the requirement that the Firm Registration Form be witnessed.

We continue to believe these changes will reduce the burden on Registrants, without impacting regulators' ability to oversee Registrants. However, based on the comments received, we have clarified certain aspects of these changes, including:

• In relation to delegating reporting to an authorized affiliate, we have clarified that the certificate of the delegation is only required to be filed once, unless there is a change to the authorized affiliate and in that case, an updated certificate should be filed.

• We have made a consequential amendment to section 12.7 of NI 31-103 that a change in the expiry date of a registered firm's insurance policy does not need to be reported where the insurance policy has not lapsed and there has been no other changes to the insurance policy.

• We have revised the guidance on reporting status updates to litigation to provide more details.

Collecting information on professional titles

The Proposals introduced a new requirement for Individual Registrants to report to regulators the titles they use.

We acknowledge the comments received suggesting alternative ways for regulators to collect this information, but have maintained the information requirement for Individual Registrants to report their titles. This information implements the CSA's oversight for the new section 13.18 of NI 31-103 introduced as part of the Client Focused Reforms that prohibits Registrants from holding out their services in any manner that could reasonably be expected to deceive or mislead any person as to:

• their proficiency, experience or qualifications;

• the nature of the person's relationship or potential relationship with the Registrant; or

• the products or services provided or that might be provided.

However, we have clarified that Individual Registrants are to provide the business titles and professional designations that they use or will use once registered, and to keep this information up-to-date.

Transition

In the Proposals, we proposed the following transition plan:

• The proposed amendments would come into force at the end of 2021 (i.e., December 31, 2021).

• For the proposed amendments relating to positions of influence, firms be allowed a six-month transition period from when the proposed amendments come into force (i.e., June 30, 2022).

• Where, after this date, there is a change to registration information that was previously reported, the individual would review and update any other information.

We have simplified the transition plan in light of the comments received. Subject to Ministerial approvals being obtained, the Amendments (including the Amendments to NI 31-103 relating to positions of influence) will now come into force on June 6, 2022.

We acknowledge the comments received regarding the existing regulatory changes Registrants are implementing and the difficulties commenters raised with the year-end implementation. Additionally, we are of the view that a single date to implement the Amendments is simple and avoids potential confusion and error. The timeframe for the implementation of the Amendments for positions of influence remains the same as set out in the Proposals.

We have also clarified in the Amendments and have provided guidance in Annex C relating to registration information in NRD, specifically, where NRD states "there is no response to this question". All Individual Registrants are required to update their information in NRD where it states "there is no response to this question" by the earlier of (i) the date the Individual Registrant reports a change to their registration information after June 6, 2022 and (ii) June 6, 2023.

{1} Securities regulatory authorities have the discretion to request more information in these areas on a case-by-case basis. Individual Registrants will continue to be required to report the number of hours they work for their sponsoring firm.

 

Annex B -- List of commenters and summary of comments on the Proposals and responses

ANNEX B

LIST OF COMMENTERS AND SUMMARY OF COMMENTS ON THE PROPOSALS AND RESPONSES

This annex summarizes the written public comments we received on the Proposals and our responses to those comments. Out of the 21 commenters, 17 were from industry stakeholders (including Registrants, industry associations and law firms), 2 were from non-industry stakeholders (including investors, investor advocates, academics and others), and 2 were anonymous.

A. List of commenters

1. ACCP (Association of Canadian Compliance Professionals)

2. Advocis (The Financial Advisors Association of Canada)

3. AIMA (Alternative Investment Management Association)

4. Canada Life Assurance Company

5. Capital International Asset Management (Canada) Inc.

6. FAIR Canada

7. Financial Planning Association of Canada

8. IFIC (The Investment Funds Institute of Canada)

9. IGM Financial Inc.

10. IIAC (Investment Industry Association of Canada)

11. Independent Financial Brokers of Canada

12. Kenmar Associates

13. PMAC (Portfolio Management Association of Canada)

14. Portfolio Strategies Corporation

15. Primerica Financial Services (Canada) Ltd.

16. PCMA (Private Capital Markets Association of Canada)

17. Sun Life Financial Investments Services (Canada) Inc.

18. The Canadian Advocacy Council of CFA Societies Canada

19. VigilantCS

20. Anonymous #1

21. Anonymous #2

B. Summary of comments and CSA responses

1. General comments

No.

Subject

Summarized Comment

CSA Response

 

1.

Support for the Proposals

Many commenters indicated general support for the Proposals. They were of the view that many of the Proposals were important for clarifying Registrant reporting obligations, will lead to a more streamlined registration regime and will reduce regulatory burden. However, they also saw further opportunity to enhance the efficiency of the registration information process.

We thank commenters for their support. We have carefully developed the Proposals with the involvement of the SROs and believe the Amendments will clarify registration information requirements, help Registrants provide complete and accurate information, and reduce the regulatory burden, while allowing the CSA to receive the information necessary to carry out its regulatory role.

 

One commenter, while supportive of the Proposals, felt other investor protection matters, such as a binding decision mandate for OBSI and review of firm complaint handling procedures, should have been a priority.

As set out in the CSA's 2019-2022 Business Plan, Strategic Goal 1.4, it remains a priority of the CSA to improve investor access to redress for losses resulting from improper or fraudulent transactions by supporting and strengthening OBSI as an independent dispute resolution service.

 

The same commenter was of the view that the CSA team evaluating the SRO framework should be asked to comment on these proposed changes given that there is a possibility that all registration activities could be assigned to a new SRO.

2. Comments relating to Outside Activities

No.

Subject

Summarized Comment

CSA Response

 

2.

New reporting framework for Outside Activities

Many commenters were supportive of the introduction of a new reporting framework for Outside Activities and the new guidance. However, a couple of commenters were of the view that reporting Outside Activities was duplicative in light of the Client Focused Reforms. In contrast, one commenter believed the new framework went too far with respect to lessening the reporting requirements for Outside Activities and that the proposed changes may result in disclosure of fewer positions or activity that can give rise to conflict of interest issues, resulting in potential investor harm. Another commenter identified concerns with permitting Outside Activities for individuals charged with acting in the best interest of clients.

The new reporting framework for Outside Activities is intended to address concerns raised by the previous principles-based reporting requirement and to provide greater clarity to Registrants. Based on the test we conducted on the Proposals relating to Outside Activities, there was a significant improvement in disclosure by participants who saw the Proposals relating to Outside Activities.

 

Several commenters were of the view that it would be a burden to track, monitor and potentially report all Outside Activities. Two commenters believed that because firms must continue to monitor and supervise Outside Activities, the proposed changes are unlikely to reduce regulatory burden.

From an assessment of the application of the new framework against a sample of information on Outside Activities reported to us, we anticipate a 27% reduction in reporting to securities regulatory authorities and, in turn, a reduction in burden for Registrants.

 

Several commenters raised suggestions for revising the reporting framework, including that a more principles-based approach be implemented; that reporting of activities should only arise where the individual is engaging with clients or proposed clients; or that a mechanism to allow discretion for firms to include or exclude activities that should not be reported.

We acknowledge that Registrants will need to continue to obtain information from their Individual Registrants on their Outside Activities and to monitor the Outside Activities in order to fulfil their responsibilities to address the risk and conflicts arising from their Individual Registrants' Outside Activities.

 

One commenter noted that there could be potential inconsistency between CSA and SROs reporting expectations that could be a challenge especially with respect to assessing conflicts of interest.

Although Registrants are responsible for addressing conflicts of interest, securities regulatory authorities require reporting of certain Outside Activities to carry out their ongoing oversight role.

 

3.

General comments on the categories

Several commenters were of the view that the various categories of Outside Activities are relatively clear. In contrast, several other commenters held the opposite view and believe that what should or should not be reported can sometimes be unclear and asked for more guidance.

The Proposals included guidance in 33-109CP to assist Registrants in their assessment of what types of activities fall within each category. We have made changes to the guidance to clarify that an Individual Registrant's activity for an affiliated entity is considered an Outside Activity.

 

Many commenters indicated that they did not identify any other category of Outside Activities that should be reported to the CSA.

Registered firms are required to have policies and procedures to identify and address material conflicts of interest and risks arising from all Outside Activities that their Individual Registrants may participate in. This assessment should not be limited to only the Outside Activities reportable by the registered firm to securities regulatory authorities.

 

Three commenters suggested guidance be provided on what types of activities would be outside the proposed six categories and would not have to be reported by Individual Registrants to their sponsoring firms, and in turn, to regulators, unless subject to another reporting requirement.

Two commenters sought clarification as to whether a Registrant engaged with an affiliated company would be required to report that activity as an Outside Activity. Another commenter was of the view that activities for affiliated entities within a corporate group should not be considered Outside Activities and should not be reportable.

 

4.

Category 1 [Activities with another registered firm]

One commenter was of the view that Category 1 should focus on securities industry related activity, and not on positions that are more administrative in nature.

Reporting of all activities with a registered firm (regardless of the activities performed) assists us in understanding what activities an Individual Registrant is carrying on for other registered firms and assists in our assessment of whether the individual is suitable for registration and how conflicts are addressed by both registered firms.

 

5.

Category 3 [Other securities-related activities]

Several commenters disagreed with the requirement to report Outside Activities involving raising capital. One of these commenters was of the view that this activity should be reported in other sections of the forms. Two of these commenters thought the category is overly broad, not adequately defined or easily subject to a variety of interpretations. A couple of commenters requested further guidance to clarify the types of activities that should be reported under the category.

We are of the view that whether an Individual Registrant is or was previously involved in capital-raising activities is relevant information to securities regulatory authorities to understand whether the Individual Registrant is suitable for registration.

 

The Proposals included guidance in 33-109CP to assist Registrants to understand the types of activities that fall within this category.

 

6.

Category 4 [Provision of financial or finance-related services] -- General

One commenter believed that the proposed category "financial or finance-related services" was overly broad, not adequately defined or easily subject to a variety of interpretations. This commenter sought clarification that the activities listed in this category are the only applicable activities captured by these terms. Another commenter requested further guidance to clarify the types of activities that should be reported under the category.

The Proposals included guidance in 33-109CP to assist Registrants to understand the types of activities that fall within this category.

 

One commenter described various activities, such as a registrant being a trustee or beneficiary of a family trust/holding company that is a client of the registrant's firm or having a personal holding company, that they were of the view was unclear whether those activities would be disclosable in Category 4.

We have made changes to describe the types of activities in plain English and to include instructions that reiterate the requirements at the top. We have also clarified that the activities described are non-exhaustive in order to capture financial services that may not exist today but may evolve from technological changes and innovation.

 

Many commenters agreed that 7 years is an appropriate timeframe, noting that it is a similar timeline required for records management and retention under securities legislation and aligns with other timelines. Several commenters disagreed and suggested reporting timeframes of 4 years or 10 years.

We have not changed the timeframe for reporting capital-raising activity as we believe it to be an appropriate timeframe.

 

One commenter suggested that the Outside Activities' financial questions be written in plain English to reduce confusion.

 

One commenter requested the instructions in Category 4 be moved to the top so it would not be overlooked.

 

7.

Category 6 [Specified activities]

Many commenters generally disagreed with the specific time requirement for this reporting category. Five commenters suggested that activities reportable in this category should be those that would impact the client-Registrant relationship, principally conflicts of interest. Another commenter recommended that rather than monitoring a time threshold, firms should assess the potential risk of an Outside Activity considering more relevant factors as outlined in the other categories of the reporting framework. Several commenters recommended the removal of category 6.

We have revised the framework to remove the requirement to report activities that fall within Category 6 [Specified activities]. We are of the view that from the reporting under Categories 1 to 5, we will continue to receive the necessary information understand the activities of the Registrants and to oversee the Registrants.

 

One commenter believed that any Outside Activity raising potential or actual conflicts of interest should be reportable, regardless of time spent.

Although only certain Outside Activities are reportable to securities regulatory authorities, registered firms are required to have policies and procedures to identify and address material conflicts of interest and risks arising from all Outside Activities that their Individual Registrants may participate in. This assessment should not be limited to only the Outside Activities reportable by the registered firm to securities regulatory authorities.

 

In contrast, one commenter agreed with a cumulative minimum time threshold.

As this category has been removed, we have not addressed the comment to provide a list of activities that would fall within it.

 

One commenter requested a detailed list of "specified activities" that would fall under this category to provide further clarity and to reduce the confusion and over-reporting.

 

8.

Category 6 [Specified activities] -- time threshold

Many commenters disagreed with the 30-hours per month threshold and thought it was too low.

We did not address these comments as we have removed the requirement for Registrants to report Outside Activities that fall within Category 6 [Specified activities].

 

A couple of commenters noted that many Registrants may engage in activities full-time on weekends and evenings and could easily exceed the 30 hours per month without any negative effect on their ability to appropriately serve their clients.

The commenters believed 50 hours; 60 hours; or 80 hours per month are more appropriate. Five commenters recommended a principles-based approach to establishing the amount of time.

 

One commenter indicated that different registration categories may have different time commitments. Another commenter suggested that the time threshold be averaged over a longer time period than monthly, as this could represent a new regulatory burden for the firm and advisor.

 

9.

Business versus non-business activity

One commenter was of the view that the removal of the word "business" from the term "Outside Business Activity" increased the breadth of monitoring and reporting to include any and all activities a Registered Individual may participate in, and increases regulatory burden.

The removal of the word "business" addressed confusion it raised and helps clarify that unpaid activities outside the registered firm is an Outside Activity. The Amendments reduce and clarify the scope of what must be reported to securities regulators.

 

Another commenter held the opposite view and believed the change from "Outside Business Activities" to "Outside Activities" added clarity and reflects current regulatory expectations.

 

10.

Non-compensated and volunteer activities

A number of commenters agreed with the clarity provided on activities that are no longer reportable under the new framework.

We have made changes to the instructions and to the guidance in 33-109CP to clarify when non-compensated activities are reportable.

 

Some commenters identified circumstances that they thought non-compensated activities should be reportable, including if non-active operations (such as being the owner of a holding company or acting as a landlord) exceed a specified time threshold and when personal corporations should be reported.

We agree that there is a benefit in financial professionals taking on community roles that are complementary to their existing knowledge and expertise. However, we have continued to maintain the reporting requirement of uncompensated financial and financial services related activities as it is information necessary for our oversight role, particularly in light of the potential for confusion and conflicts. We also note that, for many of the categories of reportable Outside Activities, compensation is not a factor as to whether an activity falls within a category.

 

One of these commenters suggested publishing a dynamic list of uncompensated activities relating to securities or financial services to help increase clarity.

 

Another commenter was of the view that volunteer financial and financial services-related activities (e.g., serving as treasurers) should not be reportable, unless they give rise to potential conflicts of interest. They noted that there is a benefit to encouraging financial professionals to take on community roles that are complementary to their existing knowledge and expertise.

 

11.

Dual-licenced individuals

One commenter believed that life and disability insurance, including segregated fund sales, should not be reportable because the CSA has no jurisdiction in the insurance industry. Another commenter disagreed and felt that insurance agents, along with mutual fund salespersons, raise the most significant conflicts of interest. The commenter recommended an integrated insurance-securities database, at least at the provincial level.

We have continued to maintain the reporting requirement of uncompensated financial and financial services related activities as it is information necessary for our oversight role, particularly in light of the potential for confusion and conflicts.

 

12.

Guidance on Outside Activities

Two commenters sought guidance on Outside Activities, including:

The current guidance in 31-103CP, as well as in the Amendments, provides the information sought by commenters, including:

guidance on the required separation of an Outside Activity and a registrable activity;

the conflicts and risks that arise from Outside Activities;

how a sponsoring registered firm is required to monitor Outside Activities;

expectations of how firms should monitor and supervise their Individual Registrant's Outside Activities; and

policies and procedures on how a firm will approve Outside Activities; and

practices that Regulated Firms should consider in monitoring and supervising their Individual Registrant's Outside Activities.

how clients will be informed of any approved Outside Activities associated with their dealer representative.

 

One of the two commenters disagreed with the requirement to assess whether a Registered Individual's activities and lifestyle are commensurate with the person's compensation by the firm. The commenter was of the view that this was too intrusive, difficult to monitor and raised unrealistic expectations.

The guidance on practices that Regulated Firms should consider in monitoring and supervising their Individual Registrant's Outside Activities, including whether a registered individual's activities and lifestyle are commensurate with the person's compensation by the firm, was previously published in guidance issued in CSA Staff Notice 31-326 Outside Business Activities.

 

The other commenter identified factors for when an Outside Activity should not be permitted by a registered firm.

The same commenter also recommended that both securities regulators and firms take steps to prevent off-book transactions and fraud from Outside Activities.

 

13.

Reporting Outside Activities

Commenters also asked for clarity on how activities should be reported on the Individual Registration Forms, including:

Where multiple activities are related to one entity outside the registered firm, one schedule may be completed.

whether multiple activities that are related to one entity can be completed on one schedule;

whether the information requested in each field can be made more explicit; and

what date should be included as the "start" date for an Outside Activity where the individual is transitioning from one firm to another and the activity was approved by the previous firm.

 

One commenter asked if the removal of Outside Activities no longer reportable can be completed as part of any subsequent changes or reporting of registration information.

We have reviewed the questions asked in Schedule G of the Individual Registration Form and Schedule D of the Reinstatement Form and have not made any changes as we are of the view that the questions are clear.

 

Another commenter noted employers outside of the financial industry or regulated firms do not typically have conflicts of interest procedures, especially for the type of role that Individual Registrants would be involved with on a part time basis, such as in retail or hospitality industries, yet the Individual Registration Form appears to require applicants to disclose the conflict of interest procedures of these employers.

The start date should be the actual start date of the Outside Activity, which may be a date prior to the Individual Registrant joining the registered firm.

 

Where an Outside Activity is no longer reportable as a result of the Amendments, this may be removed as part of any subsequent changes or reporting of registration information.

 

If the employer of the Outside Activity does not have conflicts of interest policy or procedures, we would expect the Individual Registrant to state the same.

 

14.

Training and communication

One commenter believed that training and communication on the revised expectations will be important, and that registered firms should be reminding Individual Registrants of their duty to report both new, and changes to, their Outside Activities and provide context to the due diligence requirement. The commenter also noted that registered firms should also periodically re-evaluate the accepted and denied Outside Activities of their advisors, and supervisory or compliance staff should receive regular training on the Outside Activities that are accepted or denied, to better detect red flags.

As set out in the guidance in 31-103CP, we expect registered firms:

to provide training or education on Outside Activities, including the need to report on changes in Outside Activities and the restrictions on a registered individual who is in a position of influence as to the clients the registered individual can deal with or advise; and

assess whether the registered firm has the necessary information and is able to properly supervise and monitor the Outside Activities.

 

15.

Reporting of Outside Activities by independent board members

One commenter identified the difficulties firms face in obtaining information about Outside Activities from Permitted Individuals that are independent board members. The commenter noted that, unlike with employees, firms have limited ability to hold such board members accountable and to enforce reporting timelines.

We remind Individual Registrants that they have disclosure obligations under NI 33-109, such as notifying the regulator about changes to their registration information, including Outside Activities. Disregard by board members of securities law requirements may raise concerns about a firm's fitness for registration.

 

16.

Consequences for non-compliance

One commenter recommended that the CSA takes steps to hold firms accountable and liable where approved Outside Activity has harmed an investor, particularly where the firm did not approve the Outside Activity. The commenter also recommended increasing the level of sanctions in cases of unauthorized Outside Activities to the point where they are impactful on the firm and provide strong general deterrence.

We conduct compliance reviews of registered firms to monitor whether they are complying with securities laws. If a registered firm or individual associated with the firm has not complied with securities laws, we may take a number of actions, including:

Tracking and monitoring the firm or individual;

Conducting a follow-up review;

Imposing terms and conditions on registration; or

Referring the matter to Enforcement, who may initiate a proceeding against the firm or individual.

 

17.

Disclosure of Outside Activities

One commenter suggested that firms should disclose to clients engaged with a representative for which the firm has approved an Outside Activity, that such approval has been granted and that such information should be made available on CSA Registration Check.

Subsections 13.4(1) and (2) of NI 31-103 require a registered firm to take reasonable steps to identify and address material conflicts of interest. Further, subsection 13.4(3) of NI 31-103 requires the registered firm to disclose in writing all material conflicts of interest identified under subsection (1) to a client whose interests are affected by the conflicts of interest if a reasonable client would expect to be informed of those conflicts of interest. This disclosure requirement is also set out in paragraph 14.2(2)(e) of NI 31-103 as information a firm must deliver to clients.

 

The same commenter recommended that the CSA launch an investor education program on how to engage with representatives that have or could have outside business or other activities.

To the extent that a registered firm approved Outside Activity has been identified by the firm as a material conflict of interest that must be addressed in the best interest of the client, then pursuant to subsection 13.4(4), the firm is required to disclose material conflicts of interest to a client whose interests are affected by the conflict of interest if "a reasonable client would expect to be informed of those conflicts of interest". This disclosure must be prominent, specific and written in plain language, and must be disclosed at the appropriate time in order to be meaningful to the client.

3. Comments relating to Positions of Influence

No.

Subject

Summarized Comment

CSA Response

 

18.

General comments

Several commenters were of the view that restrictions on positions of influence were not required as concerns could be addressed under the conflicts of interest provisions of NI 31-103.

We have maintained restrictions on the clients a registered individual in a position of influence may have. The restrictions are required to address the conflict arising from the relationship between a registered individual and the clients the registered individual knows from the outside activity that is a position of influence and in our view, are a measured regulatory approach in contrast to a ban on the activity.

 

One commenter suggested that the CSA consider alternative approaches to the prohibition, including mitigation factors such as professional requirements (e.g., codes of conduct, ongoing education, fiduciary duty). Two commenters recommend that section 13.4.3 of NI 31-103 be amended to align with IIROC's personal financial dealings rule.

We continue to be of the view that positions of influence should be reported to regulators.

 

One commenter believed that no aspect of the new rule on positions of influence will be difficult to administer if a principles-based approach is applied. Another commenter was of the view that education and training will be a key component for implementation by firms.

 

19.

Definition of "position of influence"

Several commenters were of the view that the list of positions was sufficient. One commenter noted that as the list was non-exhaustive, there were no additional positions that need to be specifically set out. Another commenter believed that lawyers and accountants should be added to the list.

We have maintained the definition of position of influence as published, including (a) a reasonable person standard and (b) listing certain positions of influence. Based on our experience, these are positions with a high level of conflict which must be reported and managed by firms. We are of the view that the listed positions will ease compliance burden on firms by providing clarity and consistent treatment.

A few commenters disagreed with the list of professions that were identified as positions of influence. These commenters:

Positions of influence are a matter of judgment of a reasonable person and based on the particular facts and circumstances. Therefore, it is not an exhaustive list and guidance is provided in 31-103CP.

emphasized the importance of avoiding a one-size-fits-all perspective;

suggested that the list should be guidance; and

disagreed that simply by virtue of being a notary, an Individual Registrant should be deemed to be in a position of influence.

 

Several commenters noted whether someone is in a position of influence is context specific. Two commenters were of the view that the test is subjective and unclear, and will result in confusion and inconsistent application.

 

Two commenters were concerned that regulators in different jurisdictions could have differing views of when an Individual Registrant is or is not in a position of influence.

 

Several commenters provided suggestions for the definition of "position of influence" including:

adding at the end of the sentence "and is a conflict of interest that cannot be managed in accordance with applicable securities laws";

having a "reasonable person" standard or provide discretion to registered firms in determining whether or not a position of influence exists;

qualifying whether the individual in a position of influence is using that position to solicit business;

adding persons who hold powers of attorney or are executors or beneficiaries; and

removing teachers and instructors as "positions of influence"; and

adding bank employees who are registered to sell mutual funds.

 

20.

Guidance on "positions of influence"

Guidance was sought by commenters on the following:

We have provided additional guidance on individuals who are involved in the activities of community, cultural or religious organizations, as well as on individuals who are elected officials.

what characteristics define a position of influence;

when individuals with trust-based relationships and positions of community, cultural or religious leadership are positions of influence.

susceptibility is a question of fact and circumstances for the specific individual; and

examples of positions of influence that are more common in the discretionary asset management industry (e.g., those that may raise affinity-fraud type concerns).

 

Two commenters recommended that the position of influence guidance in the draft amendments to NI 31-103CP be amended as follows: "If both the degree of influence by the registered individual in the position of influence and the confusion or susceptibility of a person subject to that influence result in or could result in the person being subject to the undue influence of the registered individual, a registered firm is expected to consider the outside activity to be a position of influence".

Positions of influence are a matter of judgment of a reasonable person and based on the particular facts and circumstances. Therefore, it is not an exhaustive list and guidance is provided in 31-103CP.

 

21.

Community positions

Some commenters were concerned that the prohibition would discourage Individual Registrants from becoming involved with community organizations or may inadvertently capture certain community activities that do not pose a material conflict of interest. A couple of commenters recommended a positive statement be made in 31-103CP that the application of new section 13.4.3 is not intended to restrict registrants from assuming roles in their communities. In contrast, one commenter believes that the Proposals provided clarity and will alleviate rejection of volunteer activities on the basis they are positions of influence.

Whether a position is compensated does not affect whether it is a position of influence. These positions give rise to a high level of conflict which must be reported and managed by firms.

 

One commenter did not agree that pro bono activities should be categorized as "positions of influence." Other commenters suggested clarifying that individuals who are associated with charities but are not involved in their money raising efforts, or are members of fraternal organizations or religious congregations, are not to be considered to be in positions of influence solely by these relationship.

We have included additional instructions and guidance on when a non-compensated position is a reportable Outside Activity.

 

22.

The term susceptibility

A number of commenters were supportive of the use of the term "susceptibility". One commenter was of the view that it supported the CSA's intent to move towards a principles-based approach to reporting Outside Activities and reflects the nature of the relationships of concern.

We have continued to apply the term "susceptibility" as we believe it accurately reflects the nature of the relationships that gives rise to the concerns being addressed by the prohibition.

 

Alternatively, two commenters suggested that an objective "reasonableness" standard be applied to the concept of susceptibility. A third commenter suggested a degree of influence test and degree of client confusion test.

 

Two commenters disagreed with the use of the term "susceptibility" as it requires an understanding of the facts and circumstances outside the registered individual's areas of expertise. One of those commenters suggests terms "subject to persuasion" or "easily influenced" instead. Two commenters suggested "vulnerability".

 

One commenter believed that "susceptibility" implies a higher level of "may be" influenced and could be assumed when no influence exists.

 

23.

Prohibited clients

A couple of commenters were of the view the prohibition was too broad.

Based on our experience, these are positions with a high level of conflict which must be reported and managed by firms. We have revised the language of the prohibition to specify that registered firms and their Individual Registrants should not sell to or advise individuals that the registered firm or Individual Registrant knows are certain close family members of an individual that the Individual Registrant is in a position of influence over, given that familial relationships may not be always be readily apparent.

 

Two commenters indicated that it may be difficult for a Registrant to know the familial relationship and suggested a knowledge qualifier.

We are of the view that the list of individuals (which registered individuals in a position of influence cannot sell to or advise) will ease compliance burden on firms by providing clarity and consistent treatment. Due to the close familial relationship, we are of the view that these individuals could be susceptible to persons who are in a position of influence over their family members.

 

One commenter suggested the close family members be similar to that of related persons under the Income Tax Act (Canada), which would result in the removal of grandparent from the list. The commenter also questioned the inclusion of brothers and sisters as they did not believe that siblings share such information and that one sibling would be susceptible to the influence of a person who is in a position of influence over their sibling.

Accordingly, we have not removed grandparents or siblings from the list of individuals that registered individuals in a position of influence cannot sell to or advise. Grandparents and siblings are currently clients that persons in positions of influence may not sell to or advise as set out in the standard terms and conditions imposed on the registered individual's registration. We have not observed any compliance concerns in practice.

 

24.

Application of section 13.4.3 of NI 31-103

One commenter did not identify any potential difficulties in administering the new rule, other than the subjectivity of any influence/non-influence determination and any assessments of an individual's degree of susceptibility.

We thank commenters for their comments.

 

Another commenter noted that it would be difficult to determine the level of continued involvement or communication a registered individual who is in a position of influence can have with a client who is transferred and serviced by another registered individual.

We expect the sponsoring registered firm to have procedures in place to provide reasonable assurance of compliance with the restriction on the registered individual's activities as set out in section 13.4.3 of NI 31-103.

 

25.

Disclosure of positions of influence

One commenter suggested positions of influence be posted on the CSA Registration Check website.

Subsections 13.4(1) and (2) of NI 31-103 require a registered firm to take reasonable steps to identify and address material conflicts of interest. Further, subsection 13.4(3) of NI 31-103 requires the registered firm to disclose in writing all material conflicts of interest identified under subsection (1) to a client whose interests are affected by the conflicts of interest if a reasonable client would expect to be informed of those conflicts of interest. This disclosure requirement is also set out in paragraph 14.2(2)(e) of NI 31-103 as information a firm must deliver to clients.

To the extent that a registered firm approved Outside Activity identified by the firm as a material conflict of interest that must be addressed in the best interest of the client, then pursuant to subsection 13.4(4), the firm is required to disclose material conflicts of interest to a client whose interests are affected by the conflict of interest if "a reasonable client would expect to be informed of those conflicts of interest". This disclosure must be prominent, specific and written in plain language, and must be disclosed at the appropriate time in order to be meaningful to the client.

4. Comments relating to reporting deadlines

No.

Subject

Summarized Comment

CSA Response

 

26.

General reporting deadlines

Many commenters supported the change of some reporting requirements from 10 days to 15 days and from 15 days to 30 days as being sufficient time for gathering, analyzing and submitting information to securities regulatory authorities.

In developing the Amendments, we reviewed and carefully considered each reporting requirement and assessed the timeframe for the reporting of that information to us.

 

One commenter disagreed with the increase in filing deadlines on the basis that registration information will be out of date for longer periods. The commenter did not see how extended reporting deadlines improved investor protection.

 

27.

Reporting deadline for Outside Activities

Many commenters indicated specific support for extending the deadline for reporting Outside Activities or changes in Outside Activities from 10 days to 30 days. However, one commenter requested the CSA consider whether reporting of Outside Activities from Permitted Individuals who are not employed with the firm can be done on an annual basis or quarterly. On the other hand, one commenter understood Registrant concerns about the current 10-day period for reporting outside business activities, but believes that increasing the time period to 30 days and extending the deadline for other filings to 15 days will continue to lead to confusion and late filings by market participants.

We have maintained the 30-day reporting deadline for Outside Activities as set out in the Proposals. We are of the view that this reporting deadline is appropriate for the reporting of this type of information.

 

One commenter saw the extension to 30 days for reporting Outside Activities as reasonable and aligns with other international regulators such as FINRA.

 

28.

Multiple reporting deadlines

Many commenters raised concerns about having 3 different reporting deadlines (10, 15 or 30 days) noting this will add complexity to the reporting process and increase the likelihood of errors.

We changed the deadline to report a cessation of authority of an Individual Registrant or a change in an individual's status to 15 days, such that there are generally two reporting deadlines -- 15 days or 30 days.

 

Alternative reporting deadlines were suggested by multiple commenters.

A longer reporting period does not raise regulatory risk where an individual ceases to have authority of an Individual Registrant.

 

If an individual becomes a permitted individual, a notice under section 11.9 or 11.10 of NI 31-103 is typically filed at least 30 days prior to any acquisition or as soon as the registered firm becomes aware. Accordingly, securities regulatory authorities will already be aware of any changes to the permitted individuals of a registered firm.

 

29.

Ontario late filing fee

One commenter disagreed with the late filing fees of the Ontario Securities Commission (OSC). The commenter was of the view that late fees deter the reporting of these activities and encourages late filing.

We anticipate that the new reporting framework for Outside Activities, along with the extension of time to report Outside Activities to 30 days, will reduce the number of late filings of new or changes to Outside Activities.

 

The OSC waived late filing fees for the period from January 1, 2019 to December 31, 2021 for the purposes of developing the Proposals and publishing the Amendments. The OSC has extended the moratorium until the Amendments come into effect on June 6, 2022.

 

30.

Challenges from updated reporting deadlines

One commenter noted that there may be unanticipated challenges in providing updates by the proposed deadlines.

We thank the commenter for their comments.

 

31.

Reporting deadlines in other areas

Regarding required timeframes for information, one commenter noted that there are inconsistencies throughout the document, and requests that the CSA reviews and synchronizes the applicable time periods, while taking into consideration how far past timelines should go to determine fitness for registration.

Amending the time periods for other requirements is beyond the scope of the targeted changes. We will consider these time periods for future amendments.

5. Comments relating to regulatory burden of certain reporting requirements

No.

Subject

Summarized Comment

CSA Response

 

32.

General delegation of reporting to an authorized affiliate

A number of commenters supported this change.

We continue to only allow firms to delegate reporting to a registered affiliate with the same principal regulator. Extending this initiative to registered firms with different principal regulators is not practical given there is no national database for firm registration information, including reporting updates. These filings are submitted through each of the CSA's local electronic filing systems and not through NRD.

 

A number of commenters believed that as it only applies to Registrants with the same principal regulator, it is unlikely to meaningfully reduce the burden for Registrants that are part of large groups. Other commenters also noted that as it can only be relied upon by Registrants with the same principal regulator, it cannot be relied upon by international firms that are exempt from registration in Canada.

From an assessment of a sample of filings we received from affiliated registered firms, we anticipate a 27% reduction in reporting to securities regulatory authorities and, in turn, a reduction in burden for Registrants.

 

One commenter thought this provision would be of limited use because a Registrant is required to file an attestation each time it wants another firm to make a filing on its behalf.

We note that international firms relying on an exemption do not submit registration information. Generally, they are required to pay participation fees and submit a new notice of who their agent for service is when there is a change. We do not think this is unduly burdensome for the international firms to report this information.

 

We have revised the provision to make it clear that a certificate is only required to be filed at the start of using the delegation function and then afterwards only when there is a change to the authorized affiliate.

 

33.

Authorized affiliate

One commenter was not aware of any circumstances where reporting could not be delegated. A couple of commenters noted that the firm may have its own reasons for who it would delegate the authority to report on its behalf, such as a centralized corporate group that handles regulatory reporting.

We thank commenters for their comments. As noted above, we maintained the requirement that the authorized affiliate be an affiliate of the registered firm and have the same principal regulator.

 

Alternatively, one commenter believed that if there is a change in registration information that only applies to one of the firms, such as a change in UDP or CCO, that should not be delegated to an affiliate.

 

34.

Reporting that may be delegated

One commenter believed that the newly proposed subsection 3.1(2.1) of NI 33-109 is of limited use as it pertains only to certain parts of the Firm Registration Form.

We have not made any changes to the information that may be reported by an authorized affiliate. In developing the Amendments, we considered the information that affiliated firms submit that is duplicative because of their affiliation. These formed the basis of the information that may be reported by an authorized affiliate.

 

Commenters suggested that the delegation be extended to other reporting requirements including:

We have not amended the reporting of information about a registered firm's "specified affiliates". We are of the view that information about specified affiliates provides relevant information about the registered firm's stewardship, and in turn, its fitness for registration.

the reporting of information on "specified affiliates";

the reporting of address changes that may apply to one or more affiliates; and

the reporting of notices on litigation even if the filing firm is not named in the litigation.

 

Two commenters suggested that each Registrant should be required to disclose information about its own activities only and not on the activities of their "specified affiliates."

 

35.

Support for the change in reporting percentage ownership changes

Four commenters supported the proposal to report changes in percentage ownership only where a person or company's percentage crosses certain thresholds as it would reduce the number of filings.

We have not changed the percentage thresholds where reporting is required. We have maintained the 20% as it aligns with the insider reporting requirement under securities laws.

 

One commenter suggested a change from 20% to 25% to be consistent with NI 31-103 subsection 13.2(3) Know Your Client requirements and anti-money laundering and anti-terrorist financing requirements.

 

36.

Reporting status change in legal actions

One commenter believed the Proposals relating to litigation status reporting should reduce the number of reports firms file.

We have revised the guidance on reporting status updates to litigation to take into account the comments received.

 

Another commenter did not identify any changes in litigation that should not be reported or would be captured in reporting elsewhere. Other commenters suggested what information should be reported, including:

Reporting has not been limited to certain types of allegations because non-compliance or misconduct in areas beyond fraud, theft or securities-related activities could provide important information about the firm's suitability for registration. Similarly, we have also not added a blanket declaration for class actions as the nature of the claims made in each class action will be different and may be pertinent to an assessment of a firm's suitability for registration.

the settlement of the case or the issuance of a judgment.

service of the claim, when there are substantive findings, and final resolution of the claim;

only legal actions that are significant need be reported (i.e., over a certain amount that is considered material to the firm and/or its parent);

limited to those that involve fraud, theft or securities-related activities or that could significantly affect the firm's business; and

procedural motions and related matters should not be reported.

 

One commenter suggested that for integrated financial institutions with multiple affiliates, a blanket declaration could be used to state that at any time, any of the entities could be subject to class action lawsuits and will only report to the CSA when the courts have concluded the case against the applicable entity.

Reporting has not been limited to certain entities because non-compliance, misconduct, or fraudulent activities at an affiliate entity in another country may provide important information on the suitability for registration of the Registrant where the entities are under common control.

 

One firm asked that the CSA consider allowing registered firms and affiliated international entities relying on registration exemptions to only report regulatory and/or legal action in respect of the registered firm, and not for specified affiliates that do not have dealings with Canadian investors.

We disagree that reporting should be based on the size of the firm and have not added a materiality threshold. Integrity issues are not dependent on the size of the claim. Firms are required to maintain ongoing suitability for registration, which includes integrity and proficiency, not simply solvency. Some civil claims, if proven, can bear on the integrity or proficiency of a Registrant. We also disagree that larger firms should not be required to disclose comparable civil claims that smaller firms or individuals are required to disclose.

 

One commenter requested clarification on what is meant by "significantly affect the firm".

Legal action disclosure has been streamlined by permitting filings to be made by one firm on behalf its affiliates and by expressly excluding non-material information such as discovery, procedural and scheduling developments from the disclosure requirement.

 

37.

Privacy of litigation information

One commenter was of the view that certain changes in legal actions could compromise private or confidential information, and may significantly affect the outcome of the action and the firm. The commenter noted that these issues will likely be specific to the firm and the actual issues being litigated and noted it was important to provide an element of discretion or allowance for confidential reporting so that they are not compromised by the reporting requirement.

Information provided to us is not published and is kept confidential to the extent permitted by law.

 

38.

Reporting changes of expiry date of insurance policies

Several commenters supported the proposed amendments that remove the update requirements for expired insurance policies where a firm has simply renewed the insurance policy without change. One of the two commenters also requested that the CSA clarify that a notice of change in an insurance policy pursuant to section 12.7 of National Instrument 31-103 is also not required to be filed when the only change is to the expiry date.

We have made a consequential amendment to section 12.7 of NI 31-103 to remove the reporting requirement of renewal of an insurance policy.

6. Comments relating to common errors and updated certification requirements

No.

Subject

Summarized Comment

CSA Response

 

39.

General comments on common errors

Several commenters were of the view that the Proposals relating to common errors were clear.

We thank the commenters for their comments.

 

One commenter believed that, where an Individual Registrant changes sponsoring firms, the CSA should require the previous sponsoring firm to address the incomplete or inaccurate information, rather than the new sponsoring firm.

We expect Registrants to keep their registration information up-to-date.

 

40.

Detrimental information at time of termination or resignation (Item 12 of the Individual Registration Form)

One commenter supported the amendment that clarifies Individual Registrants must disclose detrimental information that existed at the time of their resignation or termination, regardless of whether it caused or contributed to the resignation or termination.

Regarding detrimental information that existed at the time of an individuals' resignation or termination, we continue to be of the view that disclosure of the detrimental information is required even if it is not the reason for termination or resignation. This information is used to assess the individual's fitness for registration.

 

Another commenter requested that the "for cause" be reinserted. The commenter was of the view that proposed revised wording does not allow for the individual to rebut or indicate if they were subsequently cleared and is contrary to a presumption of innocence unless an appropriate review process has occurred. When there has been cause the implication is that the previous employer has met a higher level of proof.

 

41.

Scope of allegations (paragraph 2.3(2)(b) of NI 33-109; Item 12 of the Individual Registration Form; Reinstatement Form)

Two commenters questioned whether the reporting of allegations in Canada or in any foreign jurisdiction of a commission of a crime or a contravention of "any statute, regulation, order of a court or regulatory body, rules or bylaws of an SRO or failure to meet any standard of conduct of the sponsoring firm, an industry association or any relevant authority" is too broad. One of the two commenters noted that some of the additional qualifications relating to reinstatement of registration are too broad and could result in registration delays from disclosures that may not be meaningful to the individual's fitness for re-registration.

We view this information to be relevant to an assessment of whether an individual is suitable for registration or whether their registration is otherwise objectionable.

 

We have removed the requirement to report resignations and terminations following allegations that the Individual Registrant violated, or failed to appropriately supervise compliance with, the rules or bylaws or standards of conduct of an industry association as industry associations are advocacy bodies that do not grant credentials and enforce standards of conduct.

 

We have revised the language from "any authority exercising jurisdiction over specific business activities or professions" to "professional body".

 

42.

Industry associations and professional bodies (paragraph 2.3(2)(b) of NI 33-109; Item 12 of the Individual Registration Form; Reinstatement Form)

Two commenters believed that references to "industry associations" should be deleted in subsection 2.3(2) of NI 33-109 and Item 12 of Form 33-109F4 with respect to resignations and terminations, as industry associations are not self-regulatory and do not monitor their members' compliance nor sanction them, and the language used does not accurately reflect what the CSA is trying to capture. The commenters suggested the use of "professional bodies" as an alternative.

We have removed the requirement to report resignations and terminations following allegations that the Individual Registrant violated, or failed to appropriately supervise compliance with, the rules or bylaws or standards of conduct of an industry association.

 

We have revised the language from "any authority exercising jurisdiction over specific business activities or professions" to "professional body".

 

43.

Reporting of licences (Item 13.3 of the Individual Registration Form)

One commenter believed that reporting all "non-securities licences, including medical licences" is unclear and appeared to be excessive, given that the commenter has never come across doctors that are also Registrants. The commenter noted that it appears that possessing a firearms licence or a hunting licence would also be reportable.

We are of the view that registration and licences required to deal with the public provides information relevant to an assessment of whether the individual is suitable for registration or whose registration is otherwise objectionable.

 

Another commenter provided suggestions for Item 13 Regulatory Disclosures and Schedule J, including replacing "doctor" with "medicine" or "medical professions"; and restoring "professional" to question (c).

We have added instructions in Item 13.3 of the Individual Registration Form to make clear that only registration and licences that involve dealing with the public are to be disclosed.

 

44.

Reporting of relevant securities experience (Item 8.4 and Schedule F of the Individual Registration Form; Item 2.3 and Schedule A of Form 33-109F2 Change or Surrender of Individual Categories

One commenter requested clarification as to whether item 8.4 [Relevant securities experience] of 33-109F4 applies to Associate Portfolio Managers and Portfolio Managers, and Supervisors.

We have amended the instructions to clarify the supervisor category.

 

45.

Reporting of course information (Item 8.1 and Schedule E of the Individual Registration Form)

One commenter suggested clarifying that reporting education and course information required for registration should only apply to securities requirements applicable to the individual's registration category.

We have revised the language to clarify this point.

 

46.

Certification

Three commenters indicated they were not aware of any circumstances where the certification standard may not be met. For one of these commenters, this was subject to the inherent and inevitable subjectivity of "reasonable inquiry".

We have maintained the standard of certification. Each registration form has a warning in bold at the beginning that it is an offence to knowingly give false or misleading information to the regulator or securities regulatory authority.

 

One commenter supported the certification being placed at the beginning.

Detailed guidance on the expectations of applicants and sponsoring firms in providing true and complete applications for registration is set out in <<CSA SN 33-320 The Requirement for True and Complete Applications for Registration>> issued on July 2017.

 

Another commenter recommended requiring a certification such as "true and complete and understands the consequences of providing false information", as a strong attestation that will give investors confidence that the information can be relied upon; if the signatory cannot locate a certain piece of information, they should flag it for the firm and CSA.

 

47.

Reinstatement of Registration

One anonymous commenter was supportive that the Reinstatement Form could only be used if the applicant's NRD record is up-to-date as it will mean a consistent standard for all jurisdictions.

We have amended section 2.3 of NI 33-109 to clarify when an Individual Registrant's NRD record is up-to-date and have provided guidance in Annex C of this notice on an Individual Registrant's registration information in NRD that reads "there is no response to this question".

 

Another commenter sought clarification on whether an individual's registration information in NRD was up-to-date and could rely on the Reinstatement Form if, at the time the individual ceased to be registered as a permitted individual, their information was up-to-date, but their NRD record now includes "there is no response to this question" as opposed to a Yes or No answer for certain questions.

 

48.

"Termination" to "Cessation"

One commenter noted by replacing "termination" and "terminate" with "cessation" and "cease", the CSA will also now receive information from Registrants that were treated as independent contractors.

We thank the commenter for their comment.

7. Comments on privacy notice and consent

No comments were received in relation to the proposed amendments to the privacy notice and consent.

8. Comments on collecting information on professional titles

No.

Subject

Summarized Comment

CSA Response

 

49.

General comments

A number of commenters supported the requirement to report titles. Reporting of titles will help confirm compliance with the new regulations under Client Focused Reforms and the pending Financial Advisor and Financial Planner titles frameworks. Some of the commenters noted that this will also help reduce consumer confusion and ensure that investors are accessing advice from professionals with appropriate credentials.

We have maintained the requirement for Individual Registrants to report their titles. This information requirement implements the CSA's oversight for the new section 13.18 of NI 31-103 introduced as part of the Client Focused Reforms that prohibits Registrants from holding out their services in any manner that could reasonably be expected to deceive or mislead any person as to:

their proficiency, experience or qualifications;

the nature of the person's relationship or potential relationship with the Registrant; or

the products or services provided or that might be provided.

 

Several commenters indicated that a survey of industry participants would be more efficient than collecting titles through the registration process. One of these commenters was of the view that imposing ongoing title reporting obligations was unlikely to provide useful information. The commenter along with other commenters were of the view that the requirement would be burdensome and likely to result in reporting deficiencies.

Paragraph 13.18(2)(c) of NI 31-103 [once the Client Focused Reforms come into force] prohibits a registered individual from using a title that was not approved by their sponsoring firm.

 

One commenter was of the view that the CSA should make it clear that individuals do not have the right to self-title.

 

50.

Challenges in reporting titles

Two commenters did not identify any challenges in reporting titles.

We have clarified that Individual Registrants are to provide all the business titles and professional designations that they use or will use once registered and to keep this information up-to-date.

 

Commenters raised questions on what titles would be reported, including:

whether "professional title" means business titles and professional designations granted by a recognized credentialing body (e.g., Chartered Financial Analyst);

how Registrants with multiple titles (e.g., those who hold other financial licences for insurance or other products) report; and

for new applications, whether it is necessary to indicate the current title used and proposed title to be used upon regulatory approval.

 

51.

Implementation of reporting titles

One commenter inquired if there was an expectation to update the titles for active Registrants.

It is not our expectation that current Individual Registrants would have to update their registration information for their titles as of the effective date of the Amendments or immediately after that date. Individual Registrants will be required to update their titles when there has been a change in registration information previously provided and by June 6, 2023. At that time, we would expect the Individual Registrant to report their titles and for any changes to their titles thereafter.

 

52.

Further work on titles

Various commenters provided suggestions for further work on titles.

We thank commenters for their suggestions.

9. Comments on Transition

No.

Subject

Summarized Comment

CSA Response

 

53.

Effective date and transition period

A few commenters had no objections to the transition plan and did not foresee any issues with achieving the implementation of changes based on the noted dates.

We thank commenters for their comments.

 

However, a significant number of commenters indicated that the proposed transition date of December 31, 2021 would not provide adequate time for these changes for the following reasons:

We have revised the effective date of the Amendments and removed the transition period for positions of influence. Subject to Ministerial approvals being obtained, the Amendments (including the Amendments to NI 31-103 relating to positions of influence) will come into force on June 6, 2022.

time is required to assess what changes will need to be made to the firms' practices and processes;

training will need to be provided;

many Registrants operational and technical resources will be focused on implementing pre-existing regulatory changes;

Individual Registrants will already be overwhelmed by the volume of new changes coming into effect during this period; and

the timing conflicts with other work, such as year-end compliance attestations.

 

These commenters recommended various alternative transition dates, generally for more time.

We acknowledge the comments received regarding the existing regulatory changes Registrants are implementing and the difficulties commenters raised with the year-end implementation. Additionally, we are of the view that a single date to implement the Amendments is simple and avoids potential confusion and error.

 

54.

Updating information

Several commenters raised comments on when current Individual Registrants would need to review and update the Individual Registration Form for the Proposals in light of new or amended information requirements (e.g., titles, Outside Activities).

It is not our expectation that current Individual Registrants would have to update their registration information, such as reporting Outside Activities under the new framework or providing their titles, as of the effective date of the Amendments (i.e., June 6, 2022) or immediately after that date. Individual Registrants are required to update their registration information when there has been a change in registration information previously provided. At that time, we expect the Individual Registrant to review and update any other registration information that is not complete or accurate in light of the Amendments. Where the response in NRD states "there is no response to this question" (which generally will be the case for new questions), Individual Registrants will be required to respond to those questions the earlier of when they next update their registration information and June 6, 2023.

 

One commenter requested an "amnesty" or grace period for reporting Outside Activities and positions of influence that would have been reportable prior to the Proposed Revisions taking effect.

The OSC waived late filing fees for the period from January 1, 2019 to December 31, 2021 for the purposes of developing the Proposals and publishing the Amendments. The OSC has extended the moratorium until the Amendments come into force on June 6, 2022.

 

The same commenter also requested clarification on the intended future or extension of the moratorium on late fees for OBA filings. The moratorium expires on December 31, 2021 at the latest.

 

55.

NRD changes

One commenter requested clarification on what changes would be made to NRD in light of the following statement "At this time, we are not proposing new forms or enabling Form 33- 109F6 Firm Registration (Firm Registration Form) to be submitted in the National Registration Database (NRD). Any amendments to the registration information requirements will require changes to the NRD and NRD is currently anticipated to be replaced by SEDAR+ in 2023."

NRD will be updated to reflect the Amendments.

 

Another commenter raised various suggestions to improve the registration information, including:

NRD will be replaced with SEDAR+. Accordingly, we have made targeted changes that, in our view, will provide the most benefit to Registrants and securities regulatory authorities pending SEDAR +. As a result, we have not proceeded with significant changes, such as enabling the Firm Registration Form to be submitted in NRD.

implementing technological changes such as self-check software to eliminate reporting errors before filing;

updating the structure and format of the registration forms and digitalized forms; and

publishing a plain language manual on how registration works.

 

56.

Individual Registrant access to records

One commenter was not aware of any circumstances where a registered individual will need to request a copy of their individual registration form from the regulator to update information that is not complete or accurate.

A registered firm can view an individual's current and previous Individual Registration Form disclosure in NRD.

 

Three commenters identified that Individual Registrants may need to request a copy of their Permanent Record (i.e., the Individual Registration Form) from the regulator to update information if they are no longer associated with the firm, particularly if they are seeking to join a new firm. The commenters explained that the new Registered Firm may require the Permanent Record to conduct a suitability review prior to engaging the individual. The commenters also identified that the Individual Registrant may wish to request a copy of their Permanent Record for their files and for future reference from the regulator.

A registered firm can also generate a report which discloses an Individual Registrant's current disclosures for each item of the Individual Registration Form. At the end of the report there is a section on previous disclosures for each item, which can be provided to the Individual Registrant.

 

An Individual Registrant may request a copy of their own registration information by making a request to their principal regulator or SRO in accordance with the applicable procedures for the principal regulator or SRO, as the case may be.

 

57.

Access to NRD

Several commenters believed that Registrants should always have access to the full record of what has been submitted and it should be readily made available from securities regulatory authorities upon request. One of those commenters and another commenter believed that in order to ensure accuracy of the file, there must be an effort to move away from physical forms and focus on machine-to-machine delivery of digitized filings that can be accessed by a Registrant.

It is expected that SEDAR+ will allow for more functionality in terms of both access to registration filings and information as well as through the use of enhanced methods of filing information (for example, the possible use of an Application Programming Interface for making updates).

 

One commenter was of the view that the CSA should not say it is not their responsibility to keep track of a Registrant's books and records.

We have considered the suggestion that registered firms be given the ability to run pertinent NRD reports such as Outside Activities on a comprehensive all registered individuals basis rather than single registered individual. This functionality is being assessed by the CSA IT Systems Office to determine when and how it could be implemented in the future.

 

Two commenters noted that the administrative burden that implementing the Proposals will place on many registered firms can be significantly reduced if registered firms are given the ability to run pertinent NRD reports such as Outside Activities on a comprehensive all registered individuals basis rather than single registered individuals.

 

Two commenters noted that access to NRD would allow individual to review and confirm accuracy of their information and would promote more timely and accurate updates.

 

58.

SEDAR+

Three commenters stressed the importance of engaging Registrants early on in the development of SEDAR+ to ensure a more effective electronic filing system is in place.

The CSA has been steadily working on SEDAR+ and is working on responding to feedback on its existing systems to improve market participants' filing experiences and offer investors better access to disclosure information.

 

These commenters noted that the design of SEDAR+ could significantly improve reporting obligations (i.e., quality of the information being provided and time frames) and reduce regulatory burden if firms are presented with more meaningful reports, including Outside Activities.

Earlier in the project, insights and feedback from a representative set of users on system elements were incorporated into the platform requirements. Though market participants will not be asked to formally participate in testing, they will have the opportunity to train on the platform before the migration.

 

One commenter suggested that the CSA coordinate the Amendments with the launch of the usability improvements contemplated in the SEDAR+ project. The commenter requested additional details about the status of SEDAR+ and how it will impact the Proposals. The commenter suggested enabling the Firm Registration Form to be submitted via NRD.

10. Other comments

59.

Regulatory focus

One commenter also provided various suggestions on what securities regulators should focus on, including:

We thank the commenter for their comment.

 

enhance monitoring of social media;

increasing the requirements to be an EMD in light of plans to expand the role of EMDs to increased retail investor access and expand the products retail investors can buy from EMDs; and

use OBSI complaints as a data source for policy development and registration criteria.

 

60.

Drug addiction and mental illness

One commenter believed that firms are required to take steps to mitigate the risks associated with drug addiction and mental illness, as they can lead to flawed investment recommendations causing harm to clients.

We thank the commenter for their comment.

 

Annex C -- Frequently asked questions on updating registration information on NRD

ANNEX C

FREQUENTLY ASKED QUESTIONS ON UPDATING REGISTRATION INFORMATION ON NRD

Frequently asked questions (FAQ) on updating NRD

National Instrument 33-109 Registration Information (NI 33-109) sets out the registration information registered individuals and permitted individuals (collectively, Individual Registrants) are required to provide to regulators and when Individual Registrants are required to report updates to the information previously provided. This registration information is reported in the National Registration Database (NRD).

On June 6, 2022, amendments come into force (the Amendments) which include changes to the registration information required in Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (the Individual Registration Form) and in Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals (the Reinstatement Form).

To assist Individual Registrants and their sponsoring firms, this FAQ is intended to address questions from the Amendments relating to registration information in NRD. The list is not exhaustive.

We have divided the FAQs into the following categories:

A. Updating registration information

B. Changes to how responses are recorded on NRD

C. Updating responses that read "there is no response to this question"

D. Accessing records on NRD

E. Late fees in the applicable jurisdictions

A. Updating registration information

1. When and how do I update my registration information?

You are required to report changes to your registration information within 15 or 30 days of a change (as set out in section 4.1 of NI 33-109).

Generally, you update your registration information by filing a Form 33-109F5 Change of Registration Information (the Change Form) on NRD. For example, if you move to a new residential address, you are required to report this change within 30 days using a Change Form.

If multiple changes are being reported, you will need to submit a Change Form for each change.

However, in other cases, a Form 33-109F2 Change or Surrender of Individual Categories (the Add/Surrender Form) is used to report changes in registration information. For example, the Add/Surrender Form is used by an Individual Registrant to seek registration in an additional jurisdiction.

2. What happens if I do not update my registration information within the required timeframe?

If you report a change to your registration information after the required timeframe to notify the regulator:

• your submission will be considered late,

• your registration information will be considered out-of-date, and

• you may be subject to late fees in the applicable jurisdictions (late fees are discussed in Section E of this FAQ).{1}

B. Changes to how responses are recorded on NRD

3. What happens to my responses in NRD when the questions are changed in the Individual Registration Form?

Your responses in NRD will continue to appear even though the related questions have changed because of the Amendments.

We take two approaches when a question is changed. First, if the change to the question is to clarify and draw out specific details, but the question otherwise remains consistent with the previous question, we will replace the question and keep the previous response. Second, if the change to the question is significant such that the previous response does not make sense in relation to the revised question, we will replace the question and will replace the response with "there is no response to this question".{2}

As the intent of the Amendments is to clarify the questions and reduce errors, for existing questions, we replaced the questions but kept the previous responses.

4. What happens when a new question is added to the Individual Registration Form?

The response in NRD will read "there is no response to this question" for the new questions added to the Individual Registration Form. The Amendments add two new questions to the Individual Registration Form. The first new question requires the reporting of titles for reportable activities (item 3(e) of Schedule G for item 10). The second new question requires the reporting of non-securities licence numbers (item 13.3(a) of Schedule J for item 13).

For example, in Schedule G, item 3(e) is a new question which states "provide all business title(s) and professional designation(s) you use for the activity." On June 6, 2022, the response in NRD will read "there is no response to this question".

5. Is my registration information considered out-of-date when there are responses in NRD that read "there is no response to this question"?

Your registration information will be considered out-of-date if you have not responded to those questions in NRD that read "there is no response to this question" by the required timeframe.

We have provided a transition period to provide responses to those questions in NRD that read "there is no response to this question." Specifically, in section 4.3 of NI 33-109, you are required to update responses that read "there is no response to this question" by the earlier of:

• the date you are next required to notify the regulator of a change to your registration information after June 6, 2022, and

• June 6, 2023.

C. Updating responses that read "there is no response to this question"

6. When do I have to answer questions that read "there is no response to this question" on NRD?

You are required to update responses that read "there is no response to this question" by the earlier of:

• the date you are next required to notify the regulator of a change to your registration information after June 6, 2022, and

• June 6, 2023.

Please see section 4.3 of NI 33-109.

7. What do I do if an outside activity previously reported no longer needs to be reported?

After reviewing your registration information, you may determine that an outside activity you previously reported is no longer required to be reported. For these activities, you are required to update your information by providing an end date on NRD (i.e., the date you make the filing) and the reason for the end date (i.e., the activity is no longer required to be reported). Activities that have been recorded as ended will no longer appear as current reportable activities under item 10 of the Individual Registration Form, but rather will be recorded on NRD as previous reportable activities under item 11 of the Individual Registration Form.{3}

If you submit a change in registration information after June 6, 2022 and do not indicate an end date to an outside activity already reported and recorded on NRD, it will be our understanding that you have assessed the activity and have determined that the activity is reportable.

- - - - - - - - - - - - - - - - - - - -

Scenario 1

Omari has previously reported two outside activities: (1) acting as a volunteer coach of his son's soccer team and (2) being a board member of a company affiliated with his sponsoring firm. After reviewing the changes to NI 33-109, he understands that he does not need to report the volunteer coaching position. On June 30, 2022, he files a Change Form reporting June 30, 2022 as the end date for the volunteer coaching position and stating, for the reason, that it is no longer required to be reported. He also reports the title of his board position.

- - - - - - - - - - - - - - - - - - - -

8. Do new questions have to be updated in the same manner?

All new questions will have a response that reads "there is no response to this question". You are required to update all responses that read "there is no response to this question" by the earlier of:

• the date you are next required to notify the regulator of a change to your registration information after June 6, 2022, and

• June 6, 2023.

- - - - - - - - - - - - - - - - - - - -

Scenario 2

Natalia is a registered mutual fund dealing representative with MFD Securities Inc. She also is a bookkeeper for a restaurant and has reported this outside activity. She was named in a lawsuit on September 3, 2022. This is the first change to her registration information since June 6, 2022. In NRD, the new question in Schedule G, item 3(e) of the Individual Registration Form, which requires her to disclose business title(s) and professional designation(s), reads "there is no response to this question". Natalia is required to

• report the lawsuit,

• report her business title(s) and professional designation(s) used in her position with her sponsoring firm MFD Securities Inc.,

• report her business title(s) and professional designation(s) used in her position as bookkeeper for the restaurant, and

• answer all other questions where the response is "there is no response to this question".

- - - - - - - - - - - - - - - - - - - -

9. How often should I review my registration information to make sure the responses on NRD remain accurate?

You should review your information regularly because you are required to keep your registration information current on an ongoing basis. Changes are made by filing the Change Form and Add/Surrender Form within the required timeframe (either 15 days or 30 days of the change, as set out in NI 33-109).

We have provided a transition period to respond to any questions that read "there is no response to this question". You are required to answer any questions that contain "there is no response to this question" by the earlier of:

• the date you are next required to notify the regulator of a change to your registration information after June 6, 2022, and

• June 6, 2023.

Please see section 4.3 of NI 33-109.

We understand that many registered firms require their Individual Registrants to review all registration information at least annually to verify if their information on NRD is accurate. This practice provides an opportunity for Individual Registrants to update their information on NRD, including any questions that have "there is no response to this question" as responses, if they have not already done so as part of reporting on other changes. We note, however, that the annual review may identify changes to registration information that should have been reported at an earlier date. This may result in late fees in the applicable jurisdictions.

- - - - - - - - - - - - - - - - - - - -

Scenario 3

Ephram is a registered representative for Pro Active Capital Inc. He is also a licensed mortgage broker, which he previously reported. Annually in September, Pro Active Capital Inc. provides its registered representatives with a copy of their registration information in NRD to review and inform Pro Active Capital Inc. if there have been any changes. It is now September 2022 and time for the annual review. Ephram receives a copy of his responses in NRD and sees that there are questions that state "there is no response to this question", including the question requiring the reporting of his mortgage broker licence number. Ephram will report his responses and will also answer all questions where the response is "there is no response to this question".

- - - - - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - - - - - -

Scenario 4

Molly has had no changes to her registration information since June 6, 2022. It is now May 1, 2023. Molly requests a copy of her registration information in NRD from her sponsoring firm. She reviews the registration information that she previously reported and files a Change Form responding to any questions where the response in NRD is "there is no response to this question" before June 6, 2023.

- - - - - - - - - - - - - - - - - - - -

10. If my NRD information contains questions that have "there is no response to this question" as responses, will my registration information be considered out-of-date, such that I will not be able to use the Reinstatement Form?

If, on or after June 6, 2023, your registration information on NRD contains questions that have "there is no response to this question" as responses, your information will be considered out-of-date and you will not be eligible to use the Reinstatement Form. Please see clause 2.3(2)(b.2) of NI 33-109 and item 9, question 2 in the Reinstatement Form.

D. Accessing records on NRD

11. Can I see what my previous response was if it was replaced with "there is no response to this question"?

Yes. If you are registered with a firm, your firm can view your previous responses for different periods (e.g., prior to "2009/09/28"). The previous responses are accessed using the "View History" button in NRD.

A firm can also generate a report called "Generate Permanent Record Report for an Individual Registrant". This report provides the current and past responses for each item in the Individual Registration Form.

We would expect firms to provide this report to their Individual Registrants periodically or when requested by the Individual Registrant. This will allow the Individual Registrant to have the last information they provided to their firm and the regulator. The Individual Registrant will be able to identify what information is out-of-date and should be updated.

- - - - - - - - - - - - - - - - - - - -

Scenario 5

Clive has been registered as an advising representative since 2008. As a result of changes made to certain questions in 2009 and 2015, his responses to these questions in NRD were replaced with "there is no response to this question." Clive has not needed to make any updates to his registration information since his registration in 2008 and has never responded to those questions. After reviewing the Amendments, he understands that he needs to (a) report the title he uses with his sponsoring firm as required by a new question (item 3(e) of Schedule G for item 10 of the Individual Registration Form) and (b) update his responses to those certain questions where, as a result of previous amendments, the responses state "there is no response to this question". He requests from his firm and reviews a "Generate Permanent Record Report for an Individual Registrant" and submits a Change Form providing his registration information for each of the items that state "there is no response to this question."

- - - - - - - - - - - - - - - - - - - -

E. Late fees in the applicable jurisdictions

12. If I do not update questions that have "there is no response to this question" as responses within the transition timeframe, will I be charged a late fee?

This disclosure would be subject to a late fee under applicable local regulator rules{4}.

Individual Registrants are required by section 4.3 of NI 33-109 to update any questions that have "there is no response to this question" as a response by the earlier of:

• the date you are next required to notify the regulator of a change to your registration information after June 6, 2022, and

• June 6, 2023.

If you make an update after you are required to, you could be subject to a late fee under applicable local regulator rules.

13. My registration information has changed and there is another question on NRD where the response reads "there is no response to this question". If I report the change in my registration information, but I do not update the response to the other question, will I be charged a late fee?

If you do not update responses that say "there is no response to this question" when you report other registration information changes, we will consider you to be late in providing this information. You could be subject to a late fee under applicable local regulator rules. Additionally, your registration information would be considered out-of-date and you would not be eligible to use the Reinstatement Form. Please see clause 2.3(2)(b.1) of NI 33-109.

14. My registration information changed before June 6, 2022 and I did not report it. Will I be subject to a late fee if I report it now?

NI 33-109 requires Individual Registrants to report changes to their registration information within 15 days or 30 days of a change. If you did not report information that was required to be disclosed under the previous question and that information continues to be required under the new question, you could be subject to a late fee.

- - - - - - - - - - - - - - - - - - - -

Scenario 6

Kwan is a dealing representative for Capital Finance Partners LLC and an insurance broker. Being an insurance broker was a reportable outside activity before the Amendments to NI 33-109, but Kwan did not report this outside activity. After reading about the Amendments to NI 33-109, Kwan understands that he is required to report being an insurance broker, including the title(s) he uses and his insurance broker licence number. When Kwan reports being an insurance broker, Kwan will be subject to a late fee in the applicable jurisdictions because this activity was required to be disclosed previously and continues to be required to be disclosed under the new question.

- - - - - - - - - - - - - - - - - - - -

{1} Depending on the information disclosed, the regulator or securities regulatory authority may take other action unrelated to the timing of the submission (e.g., terms and conditions imposed on firms or individuals for certain types of disclosures).

{2} Previous amendments to registration information requirements were made in 2009 and in 2015 and at that time, responses in NRD to certain questions were replaced with "there is no response to this question". Individual Registrants may already have this statement in their NRD responses due to these prior changes.

{3} Your current employment will appear in item 10 (Reportable activities). Your previous employment will appear in item 11 (Previous employment and other activities).

{4} Ontario Securities Commission Rule 13-502 Fees and Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees

 

Annex D -- Adoption of the Amendments

ANNEX D

ADOPTION OF THE AMENDMENTS

The Amendments to NI 33-109 and NI 31-103 will be implemented as:

• a rule in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Yukon,

• a regulation in Québec, and

• a commission regulation in Saskatchewan.

The Amendments to 33-109CP and 31-103CP will be adopted as a policy in each of the CSA member jurisdictions.

In Ontario, the Amendments to NI 33-109 and NI 31-103, as well as other required materials, were delivered to the Minister of Finance on or about December 13, 2021. The Minister may approve or reject these Amendments or return them for further consideration. If the Minister approves the Amendments or does not take any further action, the Amendments will come into force on June 6, 2022.

In Québec, the Amendments to NI 33-109 and NI 31-103 are adopted as a regulation made under section 331.1 of the Securities Act (Québec) and must be approved, with or without amendment, by the Minister of Finance. The regulations will come into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulations. They are also published in the Bulletin of the Autorité des marchés financiers.

In British Columbia, the implementation of the Amendments to NI 33-109 and NI 31-103 is subject to ministerial approval. If all necessary approvals are obtained, British Columbia expects these Amendments to come into force on June 6, 2022.

In Saskatchewan, the implementation of the Amendments to NI 33-109 and NI 31-103 is subject to ministerial approval. If all necessary approvals are obtained, these Amendments will come into force on June 6, 2022 or if after June 6, 2022, on the day on which they are filed with the Registrar of Regulations.

 

Annex E -- Amendments to NI 33-109

ANNEX E

AMENDMENTS TO NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION

1. National Instrument 33-109 Registration Information is amended by this Instrument.

2. Section 1.1 is amended

(a) in the definition of "cessation date" by deleting ", because of the end of, or a change in, the individual's employment, partnership, or agency relationship with the firm", and

(b) by replacing the definition of "Form 33-109F1" with the following:

"Form 33-109F1" means Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status;.

3. Subsection 2.3(2) is amended

(a) by replacing paragraph (b) with the following:

(b) in the case of the individual ceasing to be a registered individual or a permitted individual of a sponsoring firm, at the time of cessation there was no allegation against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation of any of the following:

(i) a crime;

(ii) a contravention of any statute, regulation or order of a court or regulatory body;

(iii) a contravention of any rule or bylaw of an SRO, of a professional body or of a similar organization;

(iv) a failure to meet any standard of conduct of the sponsoring firm or of any professional body;, and

(b) by adding the following paragraphs:

(b.1) on or before the cessation date, the individual notified, in accordance with section 4.1, the regulator or, in Québec, the securities regulatory authority of any change to the information previously submitted in the individual's Form 33-109F4;

(b.2) if the Form 33-109F7 is submitted on or after June 6, 2023, on the date Form 33-109F7 is submitted, the individual's information in the National Registration Database does not state "there is no response to this question" for any item of the individual's Form 33-109F4;.

4. Section 2.5 is amended

(a) by replacing "10 days" with "15 days" wherever it appears, and

(b) in subsection (2), by replacing paragraph (c) with the following:

(c) the conditions in paragraphs 2.3(2)(b), (b.1), (b.2) and (c) are met..

5. Section 3.1 is amended

(a) by replacing subsection (1) with the following:

(1) In this section, "authorized affiliate" means, in respect of a registered firm, another registered firm that

(a) is an affiliate of the registered firm, and

(b) has the same principal regulator as the registered firm.

(1.1) Subject to subsection (3) or (4), a registered firm must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in Form 33-109F6 or under this subsection as follows:

(a) for a change to information previously submitted in relation to any of the following parts or items of Form 33-109F6, within 30 days of the change:

(i) part 3 [Business history and structure];

(ii) item 4.1 [Securities registration];

(iii) item 5.12 [Auditor];

(iv) item 6.1 [Client assets];

(v) item 6.2 [Conflicts of interest];

(b) for a change to information previously submitted in relation to any other part of Form 33-109F6, within 15 days of the change.,

(b) in subsection (2), by replacing "subsection (1)" with "subsection (1.1)",

(c) by adding the following subsection:

(2.1) A registered firm may delegate to an authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority under subsection (1.1) of a change to information previously submitted if all of the following apply:

(a) the change in information relates only to one or more of the following items or parts of Form 33-109F6:

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi) part 7 [Regulatory action];

(vii) part 8 [Legal action];

(b) the registered firm has filed a certificate, executed by the officer or partner authorized to certify and sign Form 33-109F5, with the registered firm's principal regulator, that confirms all of the following:

(i) the registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any information set out in paragraph (a),

(ii) the full legal name and NRD number of the registered firm and the authorized affiliate, and

(iii) that the following certification of the registered firm applies to each notice of change submitted by the authorized affiliate:

"I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.";

(c) the registered firm directs the authorized affiliate to include the full legal name and NRD number of the registered firm and to state the following in each notice of change submitted by the authorized affiliate:

"The registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any of the following items or parts of Form 33-109F6:

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi) part 7 [Regulatory action];

(vii) part 8 [Legal action].",

(d) in subsection (3), by replacing "subsection (1)" with "subsection (1.1)", by replacing "termination" with "cessation" in paragraph (b), and by adding the following paragraphs:

(e) a change in a person or company's ownership of the firm's voting securities referred to in item 3.12 of Form 33-109F6, if the change did not result in the person or company's percentage of ownership falling below or exceeding 10%, 20% or 50% of the firm's voting securities;

(f) a renewal of the bonding or insurance referred to in item 5.5 or in item 5.6 of Form 33-109F6, if the bonding or insurance has not lapsed and the only change is the expiry date of the bonding or insurance policy to a new date that is at least one year from the previous expiry date., and

(e) in subsection (4) by replacing "a completed Schedule B" with "an executed Schedule B" wherever it appears, adding "in" before "item 4", and replacing "10 days" with "15 days".

6. Section 3.2 is amended by replacing "10 days" with "15 days" wherever it appears.

7. Section 4.1 is amended

(a) by replacing subsection (1) with the following:

(1) Subject to subsection (2), a registered individual or permitted individual must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in respect of the individual's Form 33-109F4 as follows:

(a) for a change to information previously submitted in any of the following items, within 30 days of the change:

(i) item 2.1 [Current and previous residential addresses];

(ii) item 2.2 [Mailing address];

(iii) item 4 [Citizenship];

(iv) item 10 [Reportable activities];

(v) item 11 [Previous employment and other activities];

(b) for a change to information previously submitted in any other items of Form 33-109F4, within 15 days of the change.,

(b) by replacing subsection (2) with the following:

(2) A notice of change is not required under subsection (1) if the change only relates to any of the following:

(a) information previously submitted in item 3 [Personal information] of Form 33-109F4;

(b) the individual ceasing to have authority to act on behalf of the sponsoring firm as a registered individual or be a permitted individual of the sponsoring firm if a Form 33-109F1 is required to be submitted by the sponsoring firm under subsection 4.2(1)., and

(c) by replacing paragraph (4)(a) with the following:

(a) a change in a category of permitted activities of a permitted individual,.

8. Section 4.2 is amended

(a) by replacing subsection (1) with the following:

(1) A registered firm must notify the regulator or, in Québec, the securities regulatory authority if an individual ceases to have authority to act on behalf of the registered firm as a registered individual or be a permitted individual of the registered firm by submitting Form 33-109F1 to the regulator or, in Québec, the securities regulatory authority in accordance with National Instrument 31-102 National Registration Database with

(a) items 1 to 4 of the Form completed, and

(b) item 5 of the Form completed unless the reason for cessation under item 4 was death of the individual.. and

(b) by replacing "10 days" with "15 days" wherever it appears.

9. The Instrument is amended by adding the following section:

4.3 Updating NRD

A registered individual or permitted individual must submit in accordance with National Instrument 31-102 National Registration Database to the regulator or, in Québec, the securities regulatory authority, a completed Form 33-109F5 for any item of the individual's Form 33-109F4 in the National Registration Database that states "there is no response to this question" by the earlier of

(a) the date the individual is required to notify the regulator or, in Québec, the securities regulatory authority under subsection 4.1(1) of the first change after June 6, 2022 to any information previously submitted in respect of the individual's Form 33-109F4, and

(b) June 6, 2023..

10. Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals (section 4.2) is amended

(a) by replacing the title with the following

"Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status (Section 4.2)",

(b) by adding the following immediately before the heading "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory authority (SRO) that

• I have read this form and understand all matters within this form, including the questions, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm. By checking this box, I certify that the firm

(a) provided me with all of the information on this form, and

(b) makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(c) by deleting the heading "Terms" and replacing the text between the heading "Terms" and "How to submit the form" with the following:

As set out in section 1.1 of National Instrument 33-109 Registration Information, "cessation date" means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm.,

(d) by replacing the text between the heading "When to submit the form" and "Item 1 Terminating firm" with the following:

As set out in paragraph 4.2(2)(a) of National Instrument 33-109 Registration Information, you must submit the responses to Items 1, 2, 3 and 4 within 15 days of the cessation date.

If you are required to complete Item 5, you must submit those responses within 30 days of the cessation date. If you are submitting the responses to Item 5 in NRD format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type called "Update/Correct Cessation Information" to complete Item 5 of this form.,

(e) in Item 1, by replacing in the heading "Terminating" with "Former sponsoring",

(f) in Item 2, by replacing in the heading "Terminated individual" with "Individual",

(g) in Item 3, by deleting in the heading "terminated",

(h) by replacing Item 4 with the following:

Item 4 Date and reason for cessation

1. Cessation date ____________________ (YYYY/MM/DD)

The above date is the last day on which the individual had authority to act as a registered individual on behalf of the sponsoring firm, or the last day on which the individual was a permitted individual of the sponsoring firm.

2. Reason for cessation (check one):

Resigned -- voluntary

[ ]

 

Resigned -- at the firm's request

[ ]

 

Terminated in good standing

[ ]

 

Terminated for cause

[ ]

 

Completed temporary employment contract

[ ]

 

Retired

[ ]

 

Deceased

[ ]

 

Deceased

[ ]

If "Other", explain:

______________________________

(i) in Item 5, by replacing in the heading "termination" with "cessation" and by replacing the text between the heading and the sentence "Answer the following questions to the best of the firm's knowledge." with the following:

Complete Item 5 except if the individual is deceased. In the space below

• state the reason(s) for the cessation and

• provide details if the answer to any of the following questions is "Yes".

[For NRD format only:]

[ ] This information will be disclosed within 30 days of the cessation date

[ ] Not applicable: individual is deceased

(j) in Item 5, by replacing in question 7 "outside business activity" with "outside activity", and

(k) by repealing Items 7 and 8.

11. Form 33-109F2 Change or Surrender of Individual Categories (sections 2.2(2), 2.4, 2.6(2) or 4.1(4))is amended

(a) by adding the following text between the title Form 33-109F2 Change or Surrender of Individual Categories (sections 2.2(2), 2.4, 2.6(2) or 4.1(4))" and the heading "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in item 6.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) in Item 4, by deleting "industry" in the subheading "3. Relevant securities industry experience" and by replacing the text between that subheading and "Item 5 Reason for surrender" with the following:

Do you have securities experience?

Yes [ ] No [ ] N/A [ ]

If you are an individual applying for IIROC approval, select "N/A".

If "Yes", complete Schedule A.

(c) by replacing Item 6 with the following:

Item 6 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule B. Any of the securities regulatory authorities or SROs set out in Schedule B may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule B. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you on this form with your consent, or collected indirectly with your authorization, may be collected

• at any time during your registration or while you are a permitted individual, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule B for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

• the personal information provided in this form;

• the personal information provided by your sponsoring firm;

• registration or financial services licensing information;

• law enforcement records, including police records;

• credit records;

• bankruptcy or other insolvency records;

• employment records and information received from an employer;

• records and information received from entities you had or have an independent contractor or agency relationship with;

• personal information available online;

• records from governmental or regulatory authorities, SROs or professional bodies;

• records of, and used in, court proceedings, including probation records.,

(d) by repealing Item 7,

(e) by repealing Item 8,

(f) by replacing Schedule A with the following:

Schedule A

Relevant securities experience (Item 4)

Instructions:

Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information.

If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know-your-client information; or number of years of experience conducting suitability assessments.

If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: "Individual seeking registration as CRM AR".

For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience.

1. If you are applying

• to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or

• for any other category, describe the relevant securities industry experience that you have gained.

For each position in which you gained relevant experience, provide the following information:

(a) the name of the firm or entity with which you gained this experience;

(b) your title;

(c) the start and end dates of this position;

(d) the details of the activities you performed that are relevant for the category of registration that you are applying for;

(e) the percentage of your time in this position that was spent on activities relating to the experience.

______________________________

______________________________

______________________________

2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

(g) in Schedule B, by replacing "Notice of" in the title with "notice and consent for",

(h) in Schedule B in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(i) in Schedule B in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(j) in Schedule B in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(k) in Schedule B in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466", and

(l) in Schedule B in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:".

12. Form 33-109F3 Business Locations Other Than Head Office (section 3.2)is amended

(a) by adding the following text between the title "Form 33-109F3 Business Locations Other Than Head Office (section 3.2)" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions,

• if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm.

[ ] By checking this box, I, the authorized firm representative, certify that

(a) the firm provided me with all of the information on this form, and

(b) the firm makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) by adding at the end of Item 3 the following:

Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

(c) by repealing Item 4,

(d) by repealing Item 5,

(e) by repealing Item 6, and

(f) by repealing Schedule A.

13. Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (section 2.2)is amended

(a) by adding the following text between the title "Form 33-109F4Registration of Individuals and Review of Permitted Individuals (section 2.2)" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 9,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 20.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) in Item 5, by replacing the portion of the Form in section 2 with the following:

2. Check each jurisdiction where you are seeking registration or, if you are seeking review as a permitted individual, check each jurisdiction where your sponsoring firm is registered:

[ ] All jurisdictions

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon

(c) in Item 8, by replacing the portion of the Form after the subheading "1. Course, examination or designation information and other education" and before the subheading "2. Student numbers" with the following:

Complete Schedule E to state each course, examination and designation that

• is required for the registration categories or SRO approval categories you are applying for, and

• you have successfully completed or, if you are an IIROC applicant, have been exempted from.

[ ] Check here if you are not required under securities legislation or derivatives legislation (including commodity futures legislation), or the rules of an SRO, to satisfy any course, examination or designation requirements.,

(d) in Item 8, by deleting "industry" in the subheading "4. Relevant securities industry experience" and replacing the text between that subheading and "Item 9 Location of employment" with the following:

If you are an individual applying for IIROC approval, select "N/A".

Do you have relevant securities experience?

Yes [ ] No [ ] N/A [ ]

If "Yes", complete Schedule F.,

(e) by adding at the end of Item 9 the following:

6. Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

(f) by replacing Item 10 with the following:

Item 10 Reportable activities

1. Activities with your sponsoring firm

Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities-related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule G: "Individual is seeking registration as CRM AR."

Complete a Schedule G with respect to your roles and responsibilities with your sponsoring firm.

2. Reportable outside activities

Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business-related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule G for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule G identifying all the activities performed.

Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable.

Category 1 -- Activities with another registered firm

Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule G for the registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule G for the specified entity.

For the purposes of this category, "specified entity" means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm.

Category 3 -- Other securities-related activities

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable.

If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity's securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule G for each entity for which you performed these activities.

Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity.

Category 4 -- Provision of financial or finance-related services

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

Complete a separate Schedule G for each activity, as applicable, if you

• sell or negotiate insurance, including being an insurance broker or agent,

• provide loan or deposit or other banking products and services,

• carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller's cheques or anything similar,

• facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator,

• prepare tax returns or provide tax advice,

• help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice,

• provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer,

• advise persons under financial stress on credit/debt restructuring,

• are a pension consultant,

• provide advice on mergers and acquisitions,

• provide accounting or bookkeeping services,

• provide oversight or independent review or expert opinion on the management of an entity's financial assets,

• lend money or accept deposits of money (e.g., alternative financing, non-bank financial institution), or

• provide other financial or finance-related services not identified above.

Also complete a separate Schedule G for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list.

Category 5 -- Positions of influence

Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Complete a separate Schedule G for each position of influence that you are in.;

(g) by replacing Item 12 with the following:

Item 12 Resignations and terminations

Instructions: Disclose all allegations against you that existed at the time of your resignation or termination. The allegation does not need to be the reason for or cause of your resignation or termination. Sales targets are not considered a standard of conduct of a sponsoring firm.

Have you ever resigned or been terminated from a position or contract when, at the time of your resignation or termination, there existed an allegation that you:

1. Contravened any statutes, regulations, orders of a court or regulatory body, rules or bylaws or failed to meet any standard of conduct of a sponsoring firm or of any professional body?

Yes [ ] No [ ]

If "Yes", complete Schedule I, Item 12.1.

2. Failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules or bylaws or with any standard of conduct of a sponsoring firm or of any professional body?

Yes [ ] No [ ]

If "Yes", complete Schedule I, Item 12.2.

3. Committed fraud or the wrongful taking of property, including theft?

Yes [ ] No [ ]

If "Yes", complete Schedule I, Item 12.3.,

(h) in Item 13, by adding "Instructions: Only disclose registration or licences to deal with the public in any capacity." after the subheading "3. Non-securities regulation" and before question 3(a),

(i) in question 3(a) of Item 13, by adding ", medical doctor, mortgage broker or agent" after "teacher" and before ")",

(j) in question 3(b) of Item 13, by deleting "professional",

(k) in question 3(c) of Item 13, by deleting "professional",

(l) in Item 14, by replacing the text between the heading "Item 14 Criminal disclosure" and the sentence "You are not required to disclose:" with the following:

You must disclose all offences, including:

• a criminal offence under the laws of Canada such as the Criminal Code (Canada), the Income Tax Act (Canada), the Competition Act (Canada), the Immigration and Refugee Protection Act (Canada) and theControlled Drugs and Substances Act (Canada), even if

• a record suspension has been ordered under the Criminal Records Act (Canada), or

• you have been granted an absolute or conditional discharge under the Criminal Code (Canada),

• a criminal offence under the laws of any foreign jurisdiction such as U.S. federal and state criminal offences, and

• a criminal offence, with respect to questions 14.2 and 14.4,

• of which you or any entity when you were a partner, director, officer or major shareholder of that entity has been found guilty, or

• for which you or any entity when you were a partner, director, officer or major shareholder of that entity has participated in the Alternative Measures Program, a diversion program, or any alternative resolution program within the previous 3 years, even if a record suspension has been ordered under the Criminal Records Act (Canada).,

(m) in question 3 of Item 14, by replacing "firm" with "entity",

(n) in question 4 of Item 14, by replacing "firm" with "entity",

(o) in Item 15, by replacing "a firm" with "an entity" wherever it appears,

(p) by replacing Item 16 with the following:

Item 16 Financial disclosure

1. Bankruptcies, insolvencies, consumer proposals and creditor arrangements

Instructions: You must provide the following information no matter when the event occurred (even if it was longer than 7 years ago).

The information is required to be reported even if you or the entity has been discharged or released from bankruptcy.

Under the laws of any jurisdiction of Canada or any foreign jurisdiction, have any of the following events ever occurred to you or to any entity when you were a partner, director, officer or major shareholder of the entity:

a) had a petition in bankruptcy issued or made a voluntary assignment into bankruptcy or any similar proceeding (no matter when it occurred, even if it was longer than 7 years ago, and even if you or the entity have been discharged or released from bankruptcy)?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.1(a).

b) a proposal, including a consumer proposal, under any legislation relating to bankruptcy or insolvency or any similar proceeding?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.1(b).

c) proceedings under any legislation relating to the winding up or dissolution of the entity, or under the Companies' Creditors Arrangement Act (Canada)?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.1(c).

d) any proceedings, arrangement or compromise with creditors?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.1(d).

2. Debt obligations

During the past 10 years

• have you failed to meet a financial obligation of $10,000 or more as it came due, or

• to the best of your knowledge, has any entity, while you were a partner, director, officer or major shareholder of that entity, failed to meet any financial obligation of $10,000 or more as it came due?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.2.

3. Surety bond or fidelity bond

Have you ever been refused for a surety or fidelity bond?

Yes [ ] No [ ]

If "Yes", complete Schedule M, Item 16.3.

4. Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay

Has any governmental or regulatory authority or court, in any jurisdiction, ever issued any of the following

• against you regarding your indebtedness, or

• to the best of your knowledge, against an entity regarding the entity's indebtedness incurred at the time you were a partner, director, officer or major shareholder of the entity:

Yes

No

 

Garnishment or seizure in the hands of third persons

[ ]

[ ]

 

Unsatisfied judgment

[ ]

[ ]

 

Direction to pay

[ ]

[ ]

If "Yes", complete Schedule M, Item 16.4.,

(q) by replacing Item 20 with the following:

Item 20 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule O. Any of the securities regulatory authorities or SROs set out in Schedule O may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule O. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

• at the time of your application,

• at any time during your registration or while you are a permitted individual, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule O for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

• the personal information provided in this form;

• the personal information provided by your sponsoring firm;

• registration or financial services licensing information;

• law enforcement records, including police records;

• credit records;

• bankruptcy or other insolvency records;

• employment records and information received from an employer;

• records and information received from entities you had or have an independent contractor or agency relationship with;

• personal information available online;

• records from governmental or regulatory authorities, SROs or professional bodies;

• records of, and used in, court proceedings, including probation records.,

(r) by repealing Item 21,

(s) by repealing Item 22,

(t) in Schedule C, by replacing the text between the subheading "Approval categories" and "Additional approval categories" with the following:

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Portfolio Manager

[ ] Associate Portfolio Manager

[ ] Trader,

(u) in Schedule E, by adding the following text between the heading "Item 8.1 Course, examination or designation information and other education" and the table:

Instructions: Please see Division 2 [Education and experience requirements] in Part 3 [Registration requirements -- individuals] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations for the education and experience requirements for the categories that you are seeking to be registered in or the relevant SRO rules for the SRO approval categories.

Below, state each course, examination and designation that:

• is required for the registration categories or SRO approval categories you are applying for, and

• you have successfully completed.

*For IIROC applicants only -- If applicable, please indicate the date of any exemption granted for any course, examination, designation or other education required for approval.,

(v) in the table to Schedule E, by adding "*" at the end of "Date exempted" and by adding "*" at the end of "Regulator / securities regulatory authority granting the exemption",

(w) by replacing Item 8.4 in Schedule F with the following:

Item 8.4 Relevant securities experience

Instructions:

Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information.

If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know-your-client information; or number of years of experience conducting suitability assessments.

If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: "Individual seeking registration as CRM AR".

For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience.

1. If you are applying

• to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or

• for any other category, describe the relevant securities industry experience that you have gained.

For each position in which you gained relevant experience, provide the following information:

(a) the name of the firm or entity with which you gained this experience;

(b) your title;

(c) the start and end dates of this position;

(d) the details of the activities you performed that are relevant for the category of registration that you are applying for;

(e) the percentage of your time in this position that was spent on activities relating to the experience.

______________________________

______________________________

______________________________

2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

(x) by replacing Schedule G with the following:

Schedule G

Reportable activities (Item 10)

1. Start date ____________________ (YYYY/MM/DD)

2. Sponsoring firm or other entity information

[ ] Check here if the reportable activity is with your sponsoring firm.

If the reportable activity is with your sponsoring firm, you are not required to indicate the firm's name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below:

Name of business or employer: ____________________

Address of business or employer: ____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________

3. Description of the reportable activity and your roles and responsibilities

Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing.

(a) Describe the entity that you carry on the activity with or for, including the nature of the entity's business.

(b) Is the entity listed on an exchange?

(c) Describe your relationship with the entity.

(d) Describe all of your roles and responsibilities relating to the activity.

______________________________

(e) Provide all business title(s) and professional designation(s) you use for the activity.

______________________________

4. Number of work hours per week

How many hours per week do you spend on this activity? __________

5. Conflicts of interest

Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm.

Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion.

(a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why.

______________________________

______________________________

______________________________

(b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client.

______________________________

(c) Describe (i) the client confusion, and (ii) how the client confusion will be addressed.

______________________________

______________________________

______________________________

(d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures.

______________________________

(e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity.

______________________________

______________________________

______________________________

(y) in Schedule H, by deleting "If you are seeking registration in a category of registration that requires specific experience, include details of that experience. Examples include level of responsibility, value of accounts under direct supervision, number of years of that experience and research experience, and percentage of time spent on each activity.",

(z) by replacing Schedule I with the following:

Schedule I

Resignations and terminations (Item 12)

Item 12.1

For each allegation of contravention of any statute, regulation, order of a court or regulatory body, rule or bylaw or failure to meet any standard of conduct of a sponsoring firm or of any professional body, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), including the statutes, regulations, orders, rules or bylaws allegedly contravened or standards of conduct allegedly not met, (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 12.2

For each allegation of failure to supervise compliance with any statute, regulation, order of a court or regulatory body, rule or bylaw or with any standard of conduct of a sponsoring firm or of any professional body, state below, (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation of failure to supervise (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 12.3

For each allegation that you committed fraud or the wrongful taking of property, including theft, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(aa) in Schedule J by replacing part (c) after the heading "Item 13.2 SRO Regulation" with the following:

c) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the SRO that issued the order or that is, or was, conducting the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(bb) in Schedule J by replacing the portion of the Form after the heading "Item 13.3 Non-securities regulation" with the following:

a) For each registration or licence, state below (1) the party who is, or was, registered or licensed, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) the period that the party held the registration or licence, (4) the type or category of registration or licence, (5) with which regulatory authority, or under what legislation, the party is, or was, registered or licensed, and (6) the licence number.

______________________________

b) For each registration or licence refused, state below (1) the party that was refused registration or licensing, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) with which regulatory authority, or under what legislation, the registration or licence was refused, (4) the type or category of registration or licence refused, (5) the date of the refusal, and (6) the reasons for the refusal.

______________________________

c) For each order or disciplinary proceeding, indicate below (1) the party against whom the order was made or the proceeding taken, (2) the regulatory authority that made the order or that is, or was, conducting the proceeding, or under what legislation the order was made or the proceeding is being, or was conducted, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the entity and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(cc) in Schedule K, by replacing "firm" with "entity" wherever it occurs,

(dd) in item 15.1 of Schedule L, by replacing

(i) "the name of the plaintiff(s) in the proceeding" with "the name of each plaintiff in the proceeding", and

(ii) "a firm" with "an entity" wherever it occurs,

(ee) in item 15.2 of Schedule L,

(i) by replacing "each plaintiff in the proceeding" with "the name of each plaintiff in the proceeding"

(ii) by replacing "a firm" with "an entity" wherever it occurs, and

(iii) by inserting a "," after "the allegations" and before "and (5)",

(ff) by replacing Schedule M with the following:

Schedule M

Financial disclosure (Item 16)

Item 16.1 Bankruptcies, insolvencies, consumer proposals and creditor arrangements

Instructions: Proposals includes consumer proposals.

(a) For each event, state below (1) the date of the petition or voluntary assignment into bankruptcy or similar proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, (7) the date of discharge or release, if applicable, and (8) any details of the petition or voluntary assignment into bankruptcy or similar proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(b) For each event, state below (1) the date of the proposal, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proposal relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(c) For each event, state below (1) the date of the proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(d) For each proceeding, arrangement or compromise with creditors, state below (1) the date of the proceeding, arrangement or compromise, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proceeding, arrangement or compromise relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 16.2 Debt obligation

For each event, state below (1) the person or entity that failed to meet its financial obligation, (2) the amount that was owing at the time the person or entity failed to meet its financial obligation, (3) the person or entity to whom the amount is, or was, owing, (4) any relevant dates (for example, when payments are due or when final payment was made), (5) any amounts currently owing, and (6) any details of the debt obligation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable, including why the obligation has not been met or satisfied.

______________________________

Item 16.3 Surety bond or fidelity bond

For each bond refused, state below (1) the name of the bonding company, (2) the address of the bonding company, (3) the date of the refusal, and (4) the reasons for the refusal.

______________________________

Item 16.4 Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay

For each garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay regarding your indebtedness or the indebtedness of an entity incurred at the time you were a partner, director, officer or major shareholder, indicate below (1) the amount that was owing at the time the garnishment, seizure in the hands of third persons, judgment or direction to pay was rendered, (2) the person or entity to whom the amount is, or was, owing, (3) any relevant dates (for example, when payments are due or when final payment was made), (4) why the indebtedness has not been met or satisfied, (5) the percentage of earnings to be garnished or seized in the hands of third persons or the amount to be paid, (6) any amounts currently owing, and (7) any details of the garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(gg) in Schedule N, by replacing the text between the sentence "b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm:" and the sentence "f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you?" with the following:

c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up:

______________________________

(hh) in Schedule O, by replacing "Notice of" in the title with "notice and consent for",

(ii) in Schedule O in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(jj) in Schedule O in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(kk) in Schedule O in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(ll) in Schedule O in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466", and

(mm) in Schedule O in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:".

14. Form 33-109F5 Change of Registration Information (sections 3.1 and 4.1)is amended

(a) by adding the following text between the title "Form 33-109F5 Change of Registration Information (sections 3.1 and 4.1)" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

1. Form 33-109F4: Use the following certification when making changes to Form 33-109F4

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form,

• I have read Form 33-109F4 and understand all matters within this form, including its questions and, for greater certainty, if the business location is a residence, the notice in Item 9,

• I have discussed Form 33-109F4 with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within Form 33-109F4, including the questions,

• to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, including information required to be disclosed by Form 33-109F4 that I am not changing with this form, and

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 3.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed Form 33-109F4 with the individual. To the best of my knowledge, the individual understands all matters within Form 33-109F4, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

2. Form 33-109F6: Use the following certification when making changes to Form 33-109F6

By signing below, I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) by replacing Item 3 with the following:

Item 3 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule A. Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

• at any time during your registration or while you are a permitted individual, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

• the personal information provided in this form;

• the personal information provided by your sponsoring firm;

• registration or financial services licensing information;

• law enforcement records, including police records;

• credit records;

• bankruptcy or other insolvency records;

• employment records and information received from an employer;

• records and information received from entities you had or have an independent contractor or agency relationship with;

• personal information available online;

• records from governmental or regulatory authorities, SROs or professional bodies;

• records of, and used in, court proceedings, including probation records.,

(c) by repealing Item 4,

(d) by repealing Item 5,

(e) in Schedule A, by replacing "Notice of" in the title with "notice and consent for",

(f) in Schedule A in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(g) in Schedule A in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(h) in Schedule A in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(i) in Schedule A in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466", and

(j) in Schedule A in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:".

15. Form 33-109F6 Firm Registration is amended

(a) by replacing the text between the heading "Contents of the form" and the sentence "You are also required to submit the following supporting documents with your completed form:" with the following:

This form consists of the following:

Collection and use of personal information

Certification

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 -- [repealed]

Schedule A -- Contact information for consent and 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;

(b) by replacing the text between the sentence "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." and the heading "Updating the information on the form" with the following:

It is an offence to knowingly give false or misleading information to the regulator or securities regulatory authority.

(c) by replacing the text between the heading "Collection and use of personal information" and the heading "Part 1 -- Registration details" with the following:

In obtaining information about the firm, each securities regulatory authority and SRO set out in Appendix A may receive and collect personal information about individuals, if any, associated with the firm and its directors, officers, partners, employees, contractors and agents.

This may include the collection of

• the personal information provided in this form,

• registration or financial services licensing information,

• personal information available online,

• records from governmental or regulatory authorities, SROs or professional bodies, or

• records of, and used in, court proceedings, including probation records.

Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about the individual.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation), or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and for the SROs to administer and enforce the rules of the SROs.

The information may be collected

• at the time of the firm's application,

• at any time during the firm's registration, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by the firm that it is surrendering its registration.

If you or anyone referred to in this form has any questions about the collection, use, and disclosure of this information, you or they can contact the regulator or, in Québec, the securities regulatory authority, or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details.

Certain registration information about the firm and its registered individuals will be listed in a publicly available registry, including names used by the firm, the address of the firm's head office, whether the firm is on the Disciplined List, the jurisdictions and categories in which the firm is registered, and whether any terms and conditions have been imposed on the firm's registration, and the firm's registered individuals.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

WARNING: It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

By signing this form, I, on behalf of the firm,

1. certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form,

• the firm has submitted and filed all information required to be submitted and filed under securities legislation and/or derivatives legislation in the principal jurisdiction of Canada where the firm is seeking registration, and

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

2. authorize the principal regulator to give each non-principal regulator and, where applicable, SRO access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both in relation to the firm's registration in that jurisdiction,

3. acknowledge that the regulator or, in Québec, the securities regulatory authority, and SRO may collect and provide personal information about the individuals referred to in this form under the heading Collection and Use of Personal Information, and

4. confirm that the individuals referred to in this form have been notified that the individuals' 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 authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ , (YYYY/MM/DD)

(d) in item 2.4, by replacing "a completed Schedule B" with "an executed Schedule B",

(e) by replacing item "3.10 Permitted individuals" with the following:

3.10 Permitted individuals

List all permitted individuals of the firm.

State why the individual is considered a permitted individual (e.g., director, partner, officer, shareholder, or a permitted individual as described in paragraph (c) of the definition of "permitted individual" in section 1.1 of National Instrument 33-109 Registration Information).

Name

Type of Permitted Individual

NRD number, if applicable

 

____________________

____________________

____________________

(f) by replacing item 3.12 with the following:

3.12 Ownership chart

Attach a chart showing the firm's structure and ownership. Include all parents, specified affiliates and specified subsidiaries. Indicate which of the parents, specified affiliates and specified subsidiaries are registered under securities legislation in any jurisdiction of Canada and provide their NRD number.

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

(g) in item 4.6 by replacing the table after the sentence "If yes, provide the following information for each registration or licence:" with the following:

Name of entity

 

Type of licence or registration

 

Licence number

 

Regulator/organization

 

Date of registration (yyyy/mm/dd)

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

 

Jurisdiction

(h) in item 5.13(b), by replacing "an interim financial report" with "interim financial information (as set out in section 12.11 of NI 31-103)",

(i) by repealing Part 9,

(j) in Schedule A in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(k) in Schedule A in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(l) in Schedule A in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(m) in Schedule A in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466",

(n) in Schedule A in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:",

(o) in Schedule B, by replacing the portion of the Form in point 7 with the following:

7. Until six years after the Firm ceases to be registered, the Firm must file a new executed Submission to jurisdiction and appointment of agent for service in this form

a. no later than the 15th day after the date this Submission to jurisdiction and appointment of agent for service is terminated, and

b. no later than the 15th day after any change in the name or address of the Agent for Service., and

(p) in Schedule C, by replacing "CICA Handbook" with "CPA Canada Handbook".

16. Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals (sections 2.3 and 2.5(2)) is amended

(a) by adding the following text between the title "Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals (sections 2.3 and 2.5(2))" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 5,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval, and

• the new sponsoring firm understands that if my registration was subject to any terms and conditions that were unsatisfied when I left my former sponsoring firm, those terms and conditions remain in effect and the new sponsoring firm agrees to assume any ongoing obligations that applied to the former sponsoring firm in respect of my registration under those terms and conditions.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 10.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the new sponsoring firm as a registered individual or a permitted individual,

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions, and

• the new sponsoring firm understands that if the individual's registration was subject to any undischarged terms and conditions when the individual left the individual's former sponsoring firm, those terms and conditions remain in effect and agrees to assume any ongoing obligations that apply to the former sponsoring firm in respect of the individual under those terms and conditions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ , (YYYY/MM/DD)

(b) by replacing the text between the heading "General Instructions" and "Terms" with the following:

GENERAL INSTRUCTIONS

Complete and submit this form to the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if

• an individual has left a sponsoring firm and is seeking to reinstate the individual's registration in one or more of the same categories or reinstate the same status of permitted individual as before with a new sponsoring firm, and

• the new sponsoring firm is registered in the same category of registration in which the individual's former sponsoring firm was registered.

You only need to complete and submit one form regardless of the number of registration categories or permitted individual statuses you are seeking to be reinstated in.

An individual may reinstate the individual's registration or permitted individual status by submitting this form. This form must not be used unless all of the following apply:

1. this form is submitted on or before the 90th day after the cessation date of the individual's employment, partnership or agency relationship with the individual's former sponsoring firm;

2. the information in the individual's Form 33-109F4 was up-to-date as of the cessation date of the individual's employment, partnership or agency relationship with the individual's former sponsoring firm;

3. if the form is submitted on or after June 6, 2023, on the date this form is submitted, the individual's information in the National Registration Database does not state "there is no response to this question" for any item of the individual's Form 33-109F4;

4. there have been no changes to the information previously submitted in respect of the following items of the individual's Form 33-109F4 since the individual left the individual's former sponsoring firm:

• Item 13 (Regulatory disclosure), other than changes to Item 13.3(a);

• Item 14 (Criminal disclosure);

• Item 15 (Civil disclosure);

• Item 16 (Financial disclosure);

5. at the time of cessation with the individual's former sponsoring firm, there were no allegations against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation against the individual of any of the following:

• a crime;

• a contravention of any statute, regulation, or order of a court or regulatory body;

• a contravention of any rule or bylaw of an SRO, of a professional body, or of a similar organization;

• a failure to meet any standard of conduct of the sponsoring firm or of any professional body.

If you do not meet all of the above conditions, then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration".,

(c) in Item 2, by replacing the portion of the Form in section 2 with the following:

2. Check each province or territory in which you are seeking reinstatement of registration or, if you are seeking reinstatement as a permitted individual, check each province or territory where your sponsoring firm is registered:

[ ] All jurisdictions

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon

(d) by adding at the end of Item 5 the following:

6. Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

(e) by replacing Item 7 with the following:

Item 7 Reportable activities

Name of your new sponsoring firm: ____________________

1. Activities with your sponsoring firm

Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities-related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule D: "Individual is seeking registration as CRM AR."

Complete a Schedule D with respect to your roles and responsibilities with your sponsoring firm.

2. Reportable outside activities

Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business-related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule D for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule D identifying all the activities performed.

Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable.

Category 1 -- Activities with another registered firm

Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule D for the registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule D for the specified entity.

For the purposes of this category, "specified entity" means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm.

Category 3 -- Other securities-related activities

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable.

If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity's securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule D for each entity for which you performed these activities.

Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity.

Category 4 -- Provision of financial or finance-related services

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

Complete a separate Schedule D for each activity, as applicable, if you

• sell or negotiate insurance, including being an insurance broker or agent,

• provide loan or deposit or other banking products and services,

• carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller's cheques or anything similar,

• facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator,

• prepare tax returns or provide tax advice,

• help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice,

• provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer,

• advise persons under financial stress on credit/debt restructuring,

• are a pension consultant,

• provide advice on mergers and acquisitions,

• provide accounting or bookkeeping services,

• provide oversight or independent review or expert opinion on the management of an entity's financial assets,

• lend money or accept deposits of money (e.g., alternative financing, non-bank financial institutions), or

• provide other financial or finance-related services not identified above.

Also complete a separate Schedule D for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list.

Category 5 -- Positions of influence

Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Complete a separate Schedule D for each position of influence that you are in.,

(f) in Item 9, by replacing section 2 with the following:

2. Check the box below -- I am eligible to file this Form 33-109F7 -- only if you satisfy all of the following conditions:

(a) the information in your Form 33-109F4 was up-to-date when you left your sponsoring firm;

(b) there are no changes to any of the disclosure items under Item 9.1 above;

(c) if this form is submitted on or after June 6, 2023, on the date this form is submitted, your information in the National Registration Database does not state "there is no response to this question" for any item of Form 33-109F4;

(d) at the time of cessation with your former sponsoring firm, there was no allegation against you, in Canada or in any foreign jurisdiction, relevant to an assessment of whether you are not suitable for registration or your registration is objectionable, including, for greater certainty, any allegations against you of

• a crime,

• a contravention of any statute, or regulation, or order of a court or regulatory body,

• a contravention of any rule or bylaw of an SRO, or a professional body, or of a similar organization, or

• a failure to meet any standard of conduct of the sponsoring firm or of any professional body.

If you do not meet the above conditions for selecting the box 'I am eligible to file this Form 33-109F7', then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration". If you are submitting a Form 33-109F4 in a format other than NRD format you must complete the entire form.

[ ] I am eligible to file this Form 33-109F7.,

(g) by replacing Item 10 with the following:

Item 10 Submission to jurisdiction and notice and consent for collection and use of personal information

1. Submission to jurisdiction

By submitting this form, you agree to be subject to the securities legislation or derivatives legislation (including commodity futures legislation) or both of each jurisdiction of Canada, and to the bylaws, regulations, rules, rulings and policies (collectively referred to as "rules" in this form) of the SROs to which you have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant or a partner, director or officer of a registrant under that securities legislation or derivatives legislation or both or as an approved person under SRO rules.

2. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule F. Any of the securities regulatory authorities or SROs set out in Schedule F may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule F. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

• at the time of your application,

• at any time during your registration or while you are a permitted individual, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule F for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

3. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

• the personal information provided in this form;

• the personal information provided by your sponsoring firm;

• registration or financial services licensing information;

• law enforcement records, including police records;

• credit records;

• bankruptcy or other insolvency records;

• employment records and information received from an employer;

• records and information received from entities you had or have an independent contractor or agency relationship with;

• personal information available online;

• records from governmental or regulatory authorities, SROs or professional bodies;

• records of, and used in, court proceedings, including probation records.,

(h) by repealing Item 11,

(i) by repealing Item 12,

(j) in Schedule B, by replacing the text between the subheading "Approval categories" and "Additional approval categories" with the following:

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Portfolio Manager

[ ] Associate Portfolio Manager

[ ] Trader,

(k) by replacing Schedule D with the following:

Schedule D

Reportable activities (Item 7)

1. Start date ____________________ (YYYY/MM/DD)

2. Sponsoring firm or other entity information

[ ] Check here if the reportable activity is with your sponsoring firm.

If the reportable activity is with your sponsoring firm, you are not required to indicate the firm's name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below:

Name of business or employer: ____________________

Address of business or employer: ____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________

3. Description of the reportable activity and your roles and responsibilities

Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing.

(a) Describe the entity that you carry on the activity with or for, including the nature of the entity's business.

(b) Is the entity listed on an exchange?

(c) Describe your relationship with the entity.

(d) Describe all of your roles and responsibilities relating to the activity.

______________________________

(e) Provide all business title(s) and professional designation(s) you use for the activity.

______________________________

4. Number of work hours per week

How many hours per week do you spend on this activity? __________

5. Conflicts of interest

Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm.

Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion.

(a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why.

______________________________

______________________________

______________________________

(b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client.

______________________________

(c) Describe (i) the client, and (ii) how the client confusion will be addressed.

______________________________

______________________________

______________________________

(d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures.

______________________________

(e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity.

______________________________

______________________________

______________________________

(l) in Schedule E, by replacing the text between the sentence "b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm:" and the sentence "f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you?" with the following:

c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up:

______________________________

(m) in Schedule F, by replacing "Notice of" in the title with "notice and consent for",

(n) in Schedule F in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(o) in Schedule F in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(p) in Schedule F in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(q) in Schedule F in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466", and

(r) in Schedule F in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:".

17.

(1) This Instrument comes into force on June 6, 2022.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 6, 2022, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

Annex F -- Blackline showing amendments to NI 33-109

ANNEX F BLACKLINE OF NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION

TABLE OF CONTENTS

PART 1 -- DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Interpretation

 

PART 2 -- APPLICATION FOR REGISTRATION AND REVIEW OF PERMITTED INDIVIDUALS

2.1

Firm Registration

2.2

Individual Registration

2.3

Reinstatement

2.4

Application to Change or Surrender Individual Registration Categories

2.5

Permitted Individuals

2.6

Commodity Futures Act Registrants

 

PART 3 -- CHANGES TO REGISTERED FIRM INFORMATION

3.1

Notice of Change to a Firm's Information

3.2

Changes to Business Locations

 

PART 4 -- CHANGES TO REGISTERED INDIVIDUAL AND PERMITTED INDIVIDUAL INFORMATION

4.1

Notice of Change to an Individual's Information

4.2

Termination <<Cessation>> of Employment, Partnership or Agency Relationship

<<4.3>>

<<Updating NRD>>

 

PART 5 -- DUE DILIGENCE AND RECORD-KEEPING

5.1

Sponsoring Firm Obligations

 

PART 6 -- [Lapsed]

 

PART 7 -- EXEMPTION

7.1

Exemption

 

PART 8 -EFFECTIVE DATE

8.1

[Lapsed]

8.2

Effective Date

 

FORM 33-109F1 NOTICE OF TERMINATION <<END>> OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS <<STATUS>>

FORM 33-109F2 CHANGE OR SURRENDER OF INDIVIDUAL CATEGORIES

FORM 33-109F3 BUSINESS LOCATIONS OTHER THAN HEAD OFFICE

FORM 33-109F4 REGISTRATION OF INDIVIDUALS AND REVIEW OF PERMITTED INDIVIDUALS

FORM 33-109F5 CHANGE OF REGISTRATION INFORMATION

FORM 33-109F6 FIRM REGISTRATION

FORM 33-109F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS

 

NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION

PART 1 -- DEFINITIONS AND INTERPRETATION

1.1 Definitions -- In this Instrument

"business location" means a location where the firm carries out an activity that requires registration, and includes a residence if regular and ongoing activity that requires registration is carried out from the residence or if records relating to an activity that requires registration are kept at the residence;

"cessation date" means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or was a permitted individual of their sponsoring firm, because of the end of, or a change in, the individual's employment, partnership, or agency relationship with the firm;

"firm" means a person or company that is registered, or is seeking registration, as a dealer, adviser or investment fund manager;

"Form 33-109F1" means Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals; "Form 33-109F1" means Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status;

"Form 33-109F2" means Form 33-109F2 Change or Surrender of Individual Categories;

"Form 33-109F3" means Form 33-109F3 Business Locations other than Head Office;

"Form 33-109F4" means Form 33-109F4 Registration of Individuals and Review of Permitted Individuals;

"Form 33-109F5" means Form 33-109F5 Change of Registration Information;

"Form 33-109F6" means Form 33-109F6 Firm Registration;

"Form 33-109F7" means Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals;

"former sponsoring firm" means the registered firm for which an individual most recently acted as a registered individual or permitted individual;

"NRD submission number" means the unique number generated by NRD to identify each NRD submission;

"permitted individual" means

(a) a director, chief executive officer, chief financial officer, or chief operating officer of a firm, or a functional equivalent of any of those positions,

(b) an individual who has beneficial ownership of, or direct or indirect control or direction over, 10 percent or more of the voting securities of a firm; or

(c) a trustee, executor, administrator or other personal or legal representative, that has direct or indirect control or direction over 10 percent or more of the voting securities of a firm;

"principal jurisdiction" means,

(a) for a firm, whose head office is in Canada, the jurisdiction of Canada in which the firm's head office is located,

(b) for an individual whose working office is in Canada, the jurisdiction of Canada in which the individual's working office is located,

(c) for a firm whose head office is outside Canada, the jurisdiction of the firm's principal regulator, as identified by the firm on its most recently submitted Form 33-109F5 or Form 33-109F6, and

(d) for an individual whose working office is outside Canada, the principal jurisdiction of the individual's sponsoring firm;

"principal regulator" means, for a person or company, the securities regulatory authority or regulator of the person or company's principal jurisdiction;

"registered firm" means a registered dealer, registered adviser or registered investment fund manager;

"registered individual" means an individual who is registered under securities legislation to do any of the following on behalf of a registered firm:

(a) act as a dealer, underwriter or adviser;

(b) act as a chief compliance officer;

(c) act as an ultimate designated person;

"sponsoring firm" means,

(a) for a registered individual, the registered firm on whose behalf the individual acts,

(b) for an individual applying for registration, the firm on whose behalf the individual will act if the individual's application is approved,

(c) for a permitted individual of a registered firm, the registered firm, and

(d) for a permitted individual of a firm that is applying for registration, the applicant firm.

1.2 Interpretation -- Terms used in this Instrument and that are defined in National Instrument 31-102 National Registration Database have the same meanings as in National Instrument 31-102 National Registration Database.

PART 2 -- APPLICATION FOR REGISTRATION AND REVIEW OF PERMITTED INDIVIDUALS

2.1 Firm Registration -- A firm that applies for registration as a dealer, adviser or investment fund manager must submit each of the following to the regulator:

(a) a completed Form 33-109F6;

(b) for each business location of the applicant in the local jurisdiction other than the applicant's head office, a completed Form 33-109F3 in accordance with National Instrument 31-102 National Registration Database.

2.2 Individual Registration

(1) Subject to subsection (2) and sections 2.4 and 2.6, an individual who applies for registration under securities legislation must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102 National Registration Database.

(2) A permitted individual of a registered firm who applies to become a registered individual with the firm must submit a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102 National Registration Database.

2.3 Reinstatement

(1) An individual who applies for reinstatement of registration under securities legislation must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102 National Registration Database, unless the individual submits a completed Form 33-109F7 in accordance with subsection (2).

(2) The registration of an individual suspended under section 6.1 [If an individual ceases to have authority to act for firm] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is reinstated on the date the individual submits a completed Form 33-109F7 to the regulator in accordance with National Instrument 31-102 National Registration Database if all of the following apply:

(a) the Form 33-109F7 is submitted on or before the 90th day after the cessation date;

(b) the individual's employment, partnership or agency relationship with the former sponsoring firm did not end because the individual was asked by the firm to resign, resigned voluntarily or was dismissed, following an allegation against the individual of any of the following:

(i) criminal activity;

(ii) a breach of securities legislation;

(iii) a breach of a rule of an SRO;

(b) in the case of the ceasing to be a registered individual or a permitted individual of the sponsoring firm, at the time of cessation there was no allegation against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation of any of the following:

(i) a crime;

(ii) a contravention of any statute, regulation or order of a court or regulatory body;

(iii) a contravention of any rule or bylaw of an SRO, of a professional body or of a similar organization;

(iv) a failure to meet any standard of conduct of the sponsoring firm or of any professional body;

(b.1) on or before the cessation date, the individual notified, in accordance with section 4.1, the regulator or, in Québec, the securities regulatory authority of any change to the information previously submitted in the individual's Form 33-109F4;

(b.2) if the Form 33-109F7 is submitted on or after June 6, 2023, on the date Form 33-109F7 is submitted, the individual's information in the National Registration Database does not state "there is no response to this question" for any item of the individual's Form 33-109F4;

(c) after the cessation date there have been no changes to the information previously submitted in respect of any of the following items of the individual's Form 33-109F4:

(i) item 13 [Regulatory disclosure] (other than Item 13.3(a));

(ii) item 14 [Criminal disclosure];

(iii) item 15 [Civil disclosure];

(iv) item 16 [Financial disclosure];

(d) the individual is seeking reinstatement with a sponsoring firm in one or more of the same categories of registration in which the individual was registered on the cessation date;

(e) the new sponsoring firm is registered in the same category of registration in which the individual's former sponsoring firm was registered.

2.4 Application to Change or Surrender Individual Registration Categories -- A registered individual who applies for registration in an additional category, or to surrender a registration category, must make the application by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102 National Registration Database.

2.5 Permitted Individuals

(1) A permitted individual must submit a completed Form 33-109F4 to the regulator, in accordance with National Instrument 31-102 National Registration Database, no more than 10 days15 days after becoming a permitted individual, unless the individual submits a Form 33-109F7 in accordance with subsection (2).

(2) An individual who has ceased to be a permitted individual of a former sponsoring firm and becomes a permitted individual of a new sponsoring firm may submit a completed Form 33-109F7 to the regulator if all of the following apply:

(a) the Form 33-109F7 is submitted in accordance with National Instrument 31-102 National Registration Database

(i) no more than 10 days15 days after becoming a permitted individual of the new sponsoring firm, and

(ii) no more than 90 days after the cessation date;

(b) the individual holds the same permitted individual status with the new sponsoring firm that they held with the former sponsoring firm;

(c) the conditions described in paragraphs (b) and (c) of subsection 2.3(2) are met.

(c) the conditions in paragraphs 2.3(2)(b), (b.1), (b.2) and (c) are met.

2.6 Commodity Futures Act Registrants

(1) In Manitoba and Ontario, despite paragraph 2.1(b), if a firm applies for registration under section 2.1 and is registered under the Commodity Futures Act, the applicant is not required to submit a completed Form 33-109F3 under section 3.2 for any business location of the applicant that is recorded on NRD.

(2) In Manitoba and Ontario, despite subsection 2.2(1), if an individual applies for registration under securities legislation and is recorded on NRD with his or her sponsoring firm as registered under the Commodity Futures Act, the individual must make the application by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102 National Registration Database.

PART 3 -- CHANGES TO REGISTERED FIRM INFORMATION

3.1 Notice of Change to a Firm's Information

(1) Subject to subsection (3) or (4), a registered firm must notify the regulator of a change to any information previously submitted in Form 33-109F6 or under this subsection, as follows:

(a) for a change previously submitted in relation to part 3 of Form 33-109F6, within 30 days of the change;

(b) for a change previously submitted in relation to any other part of Form 33-109F6, within 10 days of the change.

(1) In this section, "authorized affiliate" means, in respect of a registered firm, another registered firm that

(a) is an affiliate of the registered firm, and

(b) has the same principal regulator as the registered firm.

(1.1) Subject to subsection (3) or (4), a registered firm must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in Form 33-109F6 or under this subsection as follows:

(a) for a change to information previously submitted in relation to any of the following parts or items of Form 33-109F6, within 30 days of the change:

(i) part 3 [Business history and structure];

(ii) item 4.1 [Securities registration];

(iii) item 5.12 [Auditor];

(iv) item 6.1 [Client assets];

(v) item 6.2 [Conflicts of interest];

(b) for a change to information previously submitted in relation to any other part of Form 33-109F6, within 15 days of the change.

(2) A notice of change referred to in subsection (1)subsection (1.1) must be made by submitting a completed Form 33-109F5.

(2.1) A registered firm may delegate to an authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority under subsection (1.1) of a change to information previously submitted if all of the following apply:

(a) the change in information relates only to one or more of the following items or parts of Form 33-109F6:

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi)part 7 [Regulatory action];

(vii) part 8 [Legal action];

(b) the registered firm has filed a certificate, executed by the officer or partner authorized to certify and sign Form 33-109F5, with the registered firm's principal regulator which confirms all of the following:

(i) the registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any information set out in paragraph (a),

(ii) the full legal name and NRD number of the registered firm and the authorized affiliate, and

(iii) that the following certification of the registered firm applies to each notice of change submitted by the authorized affiliate:

"I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete."

(c) the registered firm directs the authorized affiliate to include the full legal name and NRD number of the registered firm and to state the following in each notice of change submitted by the authorized affiliate:

"The registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any of the following items or parts of Form 33-109F6

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi) Part 7 [Regulatory action];

(vii) Part 8 [Legal action]."

(3) A notice of change is not required under subsection (1)subsection (1.1) if the change relates to any of the following:

(a) a business location other than the head office of the firm if the firm submits a completed Form 33-109F3 under section 3.2;

(b) a terminationcessation, or a change, of a registered firm's employment, partnership or agency relationship with an officer, partner or director of the registered firm if the firm submits a completed Form 33-109F1 under subsection 4.2(1);

(c) the addition of an officer, partner, or director to the registered firm if that individual submits either of the following:

(i) a completed Form 33-109F4 under subsection 2.2(1) or 2.5(1);

(ii) a completed Form 33-109F7 under subsection 2.3(2) or 2.5(2);

(d) the information in the supporting documents referred to in any of the following items of Form 33-109F6:

(i) item 3.3 [Business documents];

(ii) item 5.1 [Calculation of excess working capital];

(iii) item 5.7 [Directors' resolution for insurance];

(iv) item 5.13 [Audited financial statements];

(v) item 5.14 [Letter of direction to auditors].

(e) a change in a person or company's ownership of the firm's voting securities referred to in item 3.12 of Form 33-109F6, if the change did not result in the person or company's percentage of ownership falling below or exceeding 10%, 20% or 50% of the firm's voting securities;

(f) a renewal of bonding or insurance referred to in item 5.5 or in item 5.6 of Form 33-109F6, if the bonding or insurance has not lapsed and the only change is the expiry date of the insurance policy to a new date that is at least one year from the previous expiry date.

(4) A person or company that submitted a completed Schedule B an executed Schedule B [Submission to jurisdiction and appointment of agent for service] to Form 33-109F6 must notify the regulator of a change to the information previously submitted in item 3 [Name of agent for service of process] or in item 4 [Address for service of process on the agent for service] of that schedule, by submitting a completed Schedule Ban executed Schedule B no more than 10 days15 days after the change;

(5) Subsection (4) does not apply to a person or company after they have ceased to be registered for a period of 6 years or more.

(6) For the purpose of subsections (2) and (4), the person or company may give the notice by submitting it to the principal regulator.

3.2 Changes to Business Locations -- A registered firm must notify the regulator of the opening of a business location, other than a new head office, or of a change to any information previously submitted in Form 33-109F3, by submitting a completed Form 33-109F3 to the regulator in accordance with National Instrument 31-102 National Registration Database, within 10 days15 days of the opening of the business location or change.

PART 4 -- CHANGES TO REGISTERED INDIVIDUAL AND PERMITTED INDIVIDUAL INFORMATION

4.1 Notice of Change to an Individual's Information

(1) Subject to subsection (2), a registered individual or permitted individual must notify the regulator of a change to any information previously submitted in respect of the individual's Form 33-109F4 as follows:

(a) for a change of information previously submitted in items 4 [Citizenship] and 11 [Previous employment] of Form 33-109F4, within 30 days of the change;

(b) for a change of information previously submitted in any other items of Form 33-109F4, within 10 days of the change.

(1) Subject to subsection (2), a registered individual or permitted individual must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in respect of the individual's Form 33-109F4 as follows:

(a) for a change to information previously submitted in any of the following items, within 30 days of the change:

(i) item 2.1 [Current and previous residential addresses];

(ii) item 2.2 [Mailing address];

(iii) item 4 [Citizenship];

(iv) item 10 [Reportable activities];

(v) item 11 [Previous employment and other activities];

(b) for a change to information previously submitted in any other items of Form 33-109F4, within 15 days of the change.

(2) A notice of change is not required under subsection (1) if the change relates to information previously submitted in item 3 [Personal information] of Form 33-109F4.

(2) A notice of change is not required under subsection (1) if the change only relates to any of the following:

(a) information previously submitted in item 3 [Personal information] of Form 33-109F4;

(b) the individual ceasing to have authority to act on behalf of the sponsoring firm as a registered individual or be a permitted individual of the sponsoring firm if a Form 33-109F1 is required to be submitted by the sponsoring firm under subsection 4.2(1).

(3) A notice of change under subsection (1) must be made by submitting a completed Form 33-109F5 to the regulator in accordance with National Instrument 31-102 National Registration Database.

(4) Despite subsection (3), a notice of change referred to in subsection (1) must be made by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102 National Registration Database, if the change relates to

(a) an individual's status as a permitted individual of the sponsoring firm,

(a) a change in a category of permitted activities of a permitted individual,

(b) the removal or the addition of a category of registration,

(c) the surrender of registration in one or more non-principal jurisdictions, or

(d) any information on Schedule C of Form 33-109F4.

4.2 Termination Cessation of Employment, Partnership or Agency Relationship

(1) A registered firm must notify the regulator of the end of, or a change in, a sponsored individual's employment, partnership, or agency relationship with the firm if the individual ceases to have authority to act on behalf of the firm as a registered individual or permitted individual by submitting a Form 33-109F1 to the regulator in accordance with National Instrument 31-102 National Registration Database with

(a) items 1 through 4 completed, and

(b) item 5 completed unless the reason for termination under item 4 was death of the individual.

(1) A registered firm must notify the regulator or, in Québec, the securities regulatory authority if an individual ceases to have authority to act on behalf of the registered firm as a registered individual or be a permitted individual of the registered firm by submitting Form 33-109F1 to the regulator or, in Québec, the securities regulatory authority in accordance with National Instrument 31-102 National Registration Database with

(a) items 1 to 4 of the Form completed, and

(b) item 5 of the Form completed unless the reason for cessation under item 4 was death of the individual.

(2) A registered firm must submit to the regulator the information required under

(a) paragraph (1)(a), within 10 days15 days of the cessation date, and

(b) paragraph (1)(b), within 30 days of the cessation date.

(3) A registered firm must, within 10 days15 days of a request from an individual for whom the registered firm was the former sponsoring firm, provide to the individual a copy of the Form 33-109F1 that the registered firm submitted under subsection (1) in respect of that individual.

(4) If a registered firm completed and submitted the information in item 5 of a Form 33-109F1 in respect of an individual who made a request under subsection (3) and that information was not included in the initial copy provided to the individual, the registered firm must provide to that individual a further copy of the completed Form 33-109F1, including the information in item 5, within the later of

(a) 10 days15 days after the request by the individual under subsection (3), and

(b) 10 days15 days after the submission pursuant to paragraph (2)(b).

4.3 Updating NRD -- A registered individual or permitted individual must submit in accordance with National Instrument 31-102 National Registration Database to the regulator or, in Québec, the securities regulatory authority a completed Form 33-109F5 for any item of the individual's Form 33-109F4 in the National Registration Database that states "there is no response to this question" by the earlier of

(a) the date the individual is required to notify the regulator or, in Québec, the securities regulatory authority under subsection 4.1(1) of the first change after June 6, 2022 to any information previously submitted in respect of the individual's Form 33-109F4, and

(b) June 6, 2023.

PART 5 -- DUE DILIGENCE AND RECORD-KEEPING

5.1 Sponsoring Firm Obligations

(1) A sponsoring firm must make reasonable efforts to ensure the truth and completeness of information that is submitted in accordance with this Instrument for any individual.

(2) A sponsoring firm must obtain from each individual who is registered to act on behalf of the firm, or who is a permitted individual of the firm, a copy of the Form 33-109F1 most recently submitted by the individual's former sponsoring firm in respect of that individual, if any, within 60 days of the firm becoming the individual's sponsoring firm.

(3) A sponsoring firm must retain all documents used by the firm to satisfy its obligation under subsection (1) as follows:

(a) in the case of a registered individual, for no less than 7 years after the individual ceases to be registered to act on behalf of the firm;

(b) in the case of an individual who applied for registration but whose registration was refused by the regulator, for no less than 7 years after the individual applied for registration; or

(c) in the case of a permitted individual, for no less than 7 years after the individual ceases to be a permitted individual with the firm.

(4) Without limiting subsection (3), if a registered individual, an individual applying for registration, or a permitted individual appoints an agent for service, the sponsoring firm must keep the original Appointment of Agent for Service executed by the individual for the period of time set out in paragraph (3)(b).

(5) A sponsoring firm that retains a document under subsection (3) or (4) in respect of an NRD submission must record the NRD submission number on the first page of the document.

PART 6 -- [Lapsed]

PART 7 -- EXEMPTION

7.1 Exemption

(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions, opposite the name of the local jurisdiction.

PART 8 -- REPEAL AND EFFECTIVE DATE

8.1 Repeal -- [Lapsed]

8.2 Effective Date -- This Instrument comes into force on the day National Instrument 31-103 Registration Requirements and Exemptions comes into force.

 

FORM 33-109F1 NOTICE OF TERMINATION OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS (section 4.2)

FORM 33-109F1 NOTICE OF END OF INDIVIDUAL REGISTRATION OR PERMITTED INDIVIDUAL STATUS (section 4.2)

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory authority (SRO) that

I have read this form and understand all matters within this form, including the questions, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm. By checking this box, I certify that the firm

(a) provided me with all of the information on this form, and

(b) makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed __________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a registered individual or permitted individual has left their sponsoring firm or has ceased to act in a registerable capacity or as a permitted individual.

Terms

In this form, "cessation date" (or "effective date of termination") means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm, because of the end of, or a change in, the individual's employment, partnership, or agency relationship with the firm.

As set out in section 1.1 of National Instrument 33-109 Registration Information, "cessation date" means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm.

How to submit the form

Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca.

If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format.

When to submit the form

You must submit the responses to Item 1, Item 2, Item 3 and Item 4 within 10 days of the effective date of termination.

If you are required to complete Item 5, you must submit those responses within 30 days of the cessation date. If you are submitting the responses to Item 5, in NRD format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type called "Update/Correct Termination Information" to complete Item 5 of this form.

As set out in paragraph 4.2(2)(a) of National Instrument 33-109 Registration Information, you must submit the responses to Items 1, 2, 3 and 4 within 15 days of the cessation date.

If you are required to complete Item 5, you must submit those responses within 30 days of the cessation date. If you are submitting the responses to Item 5 in NRD format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type called "Update/Correct Cessation Information" to complete Item 5 of this form.

Item 1 Terminating Former sponsoring firm

1. Name ____________________

2. NRD number ____________________

Item 2 Terminated individualIndividual

1. Name ____________________

2. NRD number ____________________

Item 3 Business location of the terminated individual

1. Business location address ____________________

2. NRD number ____________________

Item 4 Date and reason for termination

1. Cessation date / Effective date of termination __________________________ (YYYY/MM/DD)

This is the last day that the individual had authority to act in a registerable capacity on behalf of the firm, or the last day that the individual was a permitted individual.

2. Reason for termination / cessation (check one):

Resigned -- voluntary

[ ]

 

Resigned -- at the firm's request

[ ]

 

Dismissed in good standing

[ ]

 

Dismissed for cause

[ ]

 

Completed temporary employment contract

[ ]

 

Retired

[ ]

 

Deceased

[ ]

 

Other

[ ]

If "Other", explain:

______________________________

Item 4 Date and reason for cessation

1. Cessation date ____________________ (YYYY/MM/DD)

The above date is the last day on which the individual had authority to act as a registered individual on behalf of the sponsoring firm, or the last day on which the individual was a permitted individual of the sponsoring firm.

2. Reason for cessation (check one):

<<Resigned -- voluntary>>

<<[ ]>>

 

<<Resigned -- at the firm's request>>

<<[ ]>>

 

<<Terminated in good standing>>

<<[ ]>>

 

<<Terminated for cause>>

<<[ ]>>

 

<<Completed temporary employment contract>>

<<[ ]>>

 

<<Retired>>

<<[ ]>>

 

<<Deceased>>

<<[ ]>>

 

<<Other>>

<<[ ]>>

If "Other", explain:

______________________________

Item 5 Details about the terminationcessation

Complete Item 5 except where the individual is deceased. In the space below:

• state the reason(s) for the cessation / termination and

• provide details if the answer to any of the following questions is "Yes".

[For NRD Format only:]

[ ] This information will be disclosed within 30 days of the effective date of termination

[ ] Not applicable: individual is deceased

Complete Item 5 except if the individual is deceased. In the space below

state the reason(s) for the cessation and

provide details if the answer to any of the following questions is "Yes".

[For NRD format only:]

[ ] This information will be disclosed within 30 days of the cessation date

[ ] Not applicable: individual is deceased

Answer the following questions to the best of the firm's knowledge.

In the past 12 months:

Yes

No

 

1.

Was the individual charged with any criminal offence?

[ ]

[ ]

 

2.

Was the individual the subject of any investigation by any securities or financial industry regulator?

[ ]

[ ]

 

3.

Was the individual subject to any significant internal disciplinary measures at the firm or at any affiliate of the firm related to the individual's activity as a registrant?

[ ]

[ ]

 

4.

Were there any written complaints, civil claims and/or arbitration notices filed against the individual or against the firm about the individual's securities-related activities that occurred while the individual was registered or a permitted individual authorized to act on behalf of the firm?

[ ]

[ ]

 

5.

Does the individual have any undischarged financial obligations to clients of the firm?

[ ]

[ ]

 

6.

Has the firm or any affiliate of the firm suffered significant monetary loss or harm to its reputation as a result of the individual's actions?

[ ]

[ ]

 

7.

Did the firm or any affiliate of the firm investigate the individual relating to possible material violations of fiduciary duties, regulatory requirements or the compliance policies and procedures of the firm or any affiliate of the firm? Examples include making unsuitable trades or investment recommendations, stealing or borrowing client money or securities, hiding losses from clients, forging client signatures, money laundering, deliberately making false representations and engaging in undisclosed outside business activity <<outside activity>>.

[ ]

[ ]

 

8.

Did the individual repeatedly or materially fail to follow compliance policies and procedures of the firm or any affiliate of the firm?

[ ]

[ ]

 

9.

Did the individual engage in discretionary management of client accounts or otherwise engage in registerable activity without appropriate registration or without the firm's authorization?

[ ]

[ ]

Reasons/Details: ____________________

Item 6 [repealed]

Item 7 Warning[repealed]

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

Item 8 Certification[repealed]

Certification -- NRD format:

[ ] I am making this submission as agent for the firm. By checking this box, I certify that the firm provided me with all of the information on this form.

Certification -- Format other than NRD format:

By signing below I certify to the regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form for the firm, either directly or through the principal regulator, that:

• I have read this form and understand the questions, and

• all of the information provided on this form is true and complete.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

 

Schedule A

[repealed]

 

FORM 33-109F2 CHANGE OR SURRENDER OF INDIVIDUAL CATEGORIES (section 2.2(2), 2.4, 2.6(2) or 4.1(4))

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in item 6.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a registered individual or permitted individual seeks to add and/or remove individual registration categories or permitted activities or provide notice of other changes to the information on Schedule C of Form 33-109F4.

Terms

In this form, "you", "your" and "individual" mean the registered individual or permitted individual who is seeking to add and/or remove registration categories or permitted activities.

How to submit this form

Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca.

If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format.

Item 1 Individual

Name of individual ____________________

NRD number of individual ____________________

Item 2 Registration jurisdictions

1. Are you filing this form under the passport system / interface for registration?

Choose "No" if you are registered in:

(a) only one jurisdiction of Canada

(b) more than one jurisdiction of Canada and you are requesting a surrender in a non-principal jurisdiction or jurisdictions, but not in your principal jurisdiction, or

(c) more than one jurisdiction of Canada and you are requesting a change only in your principal jurisdiction.

Yes

[ ]

No

[ ]

2. Check each jurisdiction where you are seeking the change or surrender.

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon

Item 3 Removing categories

What categories are you seeking to remove?

______________________________

Item 4 Adding categories

1. Categories

What categories are you seeking to add?

______________________________

2. Professional liability insurance (Québec mutual fund dealers and Québec scholarship plan dealers)

If you are seeking registration as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your sponsoring firm's professional liability insurance?

Yes

[ ]

No

[ ]

If "No", state:

The name of your insurer ____________________

Your policy number ____________________

3. Relevant securities industry experience

If you have not been registered in the last 36 months and you passed the required examination more than 36 months ago, do you consider that you have gained 12 months of relevant securities industry experience during the 36-month period?

Yes

[ ]

No

[ ]

N/A

[ ]

If you are an individual applying for IIROC approval, select "N/A".

If "Yes", complete Schedule A.

Do you have securities experience?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

<<N/A>>

<<[ ]>>

If you are an individual applying for IIROC approval, select "N/A".

If "Yes", complete Schedule A.

Item 5 Reason for surrender

If you are seeking to remove a registration category or permitted activity, state the reason for the surrender in the local jurisdiction.

______________________________

Item 6 Notice of collection and use of personal information

The personal information required under this form is collected on behalf of, and used by, the securities regulatory authorities in the jurisdictions set out in Schedule B to administer and enforce certain provisions of their securities legislation or derivatives legislation or both.

The personal information required under this form is also collected by and used by the SRO set out in Schedule B to administer and enforce its by-laws, regulations, rules, rulings and policies.

By submitting this form, the individual consents to the collection by the securities regulatory authorities or applicable SRO of this personal information, and any police records, records from other government or non-governmental regulators or SROs, credit records and employment records about the individual that the securities regulatory authorities or applicable SRO may need to complete their review of the information submitted in this form relating to the individual's continued fitness for registration or approval, if applicable, in accordance with the legal authority of the securities regulatory authorities while the individual is registered with or approved by it. Securities regulatory authorities or SROs may contact government and private bodies or agencies, individuals, corporations and other organizations for information about the individual.

If you have any questions about the collection and use of this information, contact the securities regulatory authorities or applicable SRO in any jurisdiction in which the required information is submitted. See Schedule B for details. In Québec, you can also contact the Commission d'accès à l'information at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

Item 6 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule B. Any of the securities regulatory authorities or SROs set out in Schedule B may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule B. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you on this form with your consent, or collected indirectly with your authorization, may be collected

at any time during your registration or while you are a permitted individual, or

at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule B for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

the personal information provided in this form;

the personal information provided by your sponsoring firm;

registration or financial services licensing information;

law enforcement records, including police records;

credit records;

bankruptcy or other insolvency records;

employment records and information received from an employer;

records and information received from entities you had or have an independent contractor or agency relationship with;

personal information available online;

records from governmental or regulatory authorities, SROs or professional bodies;

records of, and used in, court proceedings, including probation records.

Item 7 Warning[repealed]

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

Item 8 Certification[repealed]

Certification -- NRD format:

I confirm I have discussed the questions in this form with an officer, branch manager or supervisor of my sponsoring firm. To the best of my knowledge and belief, the officer, branch manager or supervisor was satisfied that I fully understood the questions. I will limit my activities to those permitted by my category of registration.

[ ] I am making this submission as agent for the individual identified in this form. By checking this box, I certify that the individual provided me with all of the information on this form.

Certification -- Format other than NRD format:

By signing below:

1. I certify to the regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form, either directly or through the principal regulator, that:

• I have read this form and understand the questions, and

• all of the information provided on this form is true, and complete.

2. I confirm I have discussed the questions in this form with an officer, branch manager or supervisor of my sponsoring firm. To the best of my knowledge and belief, the officer, branch manager or supervisor was satisfied that I fully understood the questions. I will limit my activities to those permitted by my category of registration.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

By signing below, I certify to the regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form for the individual, either directly or through the principal regulator, that:

1. the individual identified in this form will be engaged by the firm as a registered individual, or a non registered individual, and

2. I have, or a branch manager or supervisor or another officer or partner has, discussed the questions set out in this form with the individual. To the best of my knowledge and belief, the individual fully understands the questions.

Name of firm ____________________

Name of authorized signing officer or partner

______________________________

Title of authorized signing officer or partner

______________________________

Signature of authorized signing officer or partner

______________________________

Date signed (YYYY/MM/DD)

 

Schedule A Relevant securities industry experience (Item 4)

Describe your responsibilities in areas relating to the category you are applying for, including the title(s) you have held, as well as start and end dates:

______________________________

______________________________

______________________________

What is the percentage of your time devoted to these activities?

_____ %

Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

 

Schedule A Relevant securities experience (Item 4)

Instructions:

Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information.

If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know-your-client information; or number of years of experience conducting suitability assessments.

If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: "Individual seeking registration as CRM AR".

For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience.

1. If you are applying

to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or

for any other category, describe the relevant securities industry experience that you have gained.

For each position in which you gained relevant experience, provide the following information:

(a) the name of the firm or entity with which you gained this experience;

(b) your title;

(c) the start and end dates of this position;

(d) the details of the activities you performed that are relevant for the category of registration that you are applying for;

(e) the percentage of your time in this position that was spent on activities relating to the experience.

______________________________

______________________________

______________________________

2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

 

Schedule B Contact information for Notice of notice and consent for collection and use of personal information

Alberta
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer<<Registration staff>>
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
<<E-mail: Registration@bcsc.bc.ca>>
E-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney General
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: DeputyDirector, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
<<E-mail: registrationfcaa@gov.sk.ca>>
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
Department of Community Services
Halifax, NS B3J 1P3
P.O. Box 2703 C-6
Attention: Deputy Director, Capital Markets<<Registration>>
Whitehorse, YT Y1A 2C6
Telephone: (902) 424-7768
Attention: Superintendent of Securities
Telephone: (867) 667-5314<<(867) 667-5466>>
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 2000
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

FORM 33-109F3 BUSINESS LOCATIONS OTHER THAN HEAD OFFICE (section 3.2)

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

I have read this form and understand all matters within this form, including the questions,

if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm.

[ ] By checking this box, I, the authorized firm representative, certify that

(a) the firm provided me with all of the information on this form, and

(b) the firm makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a business location has opened or closed, or information about a business location has changed.

Check one of the following and complete the entire form:

[ ] Opening this business location

[ ] Closing this business location

[ ] Change to the information previously submitted about this business location. Clearly specify the information that has changed.

How to submit this form

Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca.

If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may complete and submit this form in a format other than NRD format.

Item 1 Type of business location

Branch or business location [ ]

Sub-branch (Mutual Fund Dealers Association of Canada members only) [ ]

Item 2 Supervisor or branch manager

Name of designated supervisor or branch manager ____________________

NRD number of the designated supervisor or branch manager ____________________

Item 3 Business location information

Business location address ____________________ (a post office box is not a valid business location address)

Mailing address (if different from business location address) ____________________

Telephone number (_____) __________________

Fax number (_____) _______________________

E-mail address ____________________________

Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

Item 4 Notice of collection and use of personal information[repealed]

The personal information required under this form is collected on behalf of, and used by, the securities regulatory authorities in the jurisdictions set out in Schedule A to administer and enforce certain provisions of their securities legislation or derivatives legislation or both.

The personal information required under this form is also collected by and used by the SRO set out in Schedule A to administer and enforce its by-laws, regulations, rules, rulings and policies.

By submitting this form, the individual consents to the collection by the securities regulatory authorities or applicable SRO of this personal information, and any police records, records from other government or non-governmental regulators or SROs, credit records and employment records about the individual that the securities regulatory authorities or applicable SRO may need to complete their review of the information submitted in this form relating to the individual's continued fitness for registration or approval, if applicable, in accordance with the legal authority of the securities regulatory authorities while the individual is registered with or approved by it. Securities regulatory authorities or SROs may contact government and private bodies or agencies, individuals, corporations and other organizations for information about the individual.

If you have any questions about the collection and use of this information, contact the securities regulatory authorities or applicable SRO in any jurisdiction in which the required information is submitted. See Schedule A for details. In Québec, you can also contact the Commission d'accès à l'information at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

Item 5 Warning[repealed]

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

Item 6 Certification[repealed]

Certification -- NRD format:

[ ] I am making this submission as agent for the firm. By checking this box, I certify that the firm provided me with all of the information on this form.

[ ] If the business location is a residence, the individual conducting business from that business location has completed a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals certifying that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

Certification -- Format other than NRD format:

By signing below, I certify to the securities regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form for the firm, either directly or through the principal regulator, that:

• I have read this form and understand the questions,

• all of the information provided on this form is true, and complete, and

• if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals certifying that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

 

Schedule A [repealed] Contact information for Notice of collection and use of personal information

Alberta
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
e-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney General
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: Deputy Director, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
Superintendent of Securities
Halifax, NS B3J 1P3
Department of Community Services
Attention: Deputy Director, Capital Markets
P.O. Box 2703 C-6
Telephone: (902) 424-7768
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 2000
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

FORM 33-109F4 REGISTRATION OF INDIVIDUALS AND REVIEW OF PERMITTED INDIVIDUALS (section 2.2)

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 9,

I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 20.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to the relevant regulator(s) or in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if an individual is seeking

• registration in individual categories,

• to be reviewed as a permitted individual.

You are only required to submit one form even if you are applying to be registered in several categories. This form is also used if you are seeking to be reviewed as a permitted individual. A post office box is not acceptable as a valid business location address.

Terms

In this form:

"Approved person" means, in respect of a member (Member) of the Investment Industry Regulatory Organization of Canada (IIROC), an individual who is a partner, director, officer, employee or agent of a Member who is approved by IIROC or another Canadian SRO to perform any function required under any IIROC or another Canadian SRO by-law, rule, or policy;

"Canadian Investment Manager designation" means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

"CFA Charter" means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

"Derivatives" means 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;

"Major shareholder" and "shareholder" mean a shareholder who, in total, directly or indirectly owns voting securities carrying 10 per cent or more of the votes carried by all outstanding voting securities;

"Sponsoring firm" means the registered firm where you will carry out your duties as a registered or permitted individual; and

"You", "your" and "individual" mean the individual who is seeking registration or the individual who is filing this form as a permitted individual under securities legislation or derivatives legislation or both.

How to submit this form

NRD format

Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you have any questions, contact the compliance, registration or legal department of the sponsoring firm or a legal adviser with securities law experience, or visit the NRD information website at www.nrd-info.ca.

Format, other than NRD format

If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format.

If you need more space, use a separate sheet of paper. Clearly identify the item and question number. Complete and sign the form, and send it to the relevant regulator(s) or, in Québec, the securities regulatory authority, SRO(s) or similar authority. The number of originally signed copies of the form you are required to submit depends on the province or territory, and on the regulator, the securities regulatory authority or SRO.

To avoid delays in processing this form, be sure to answer all of the questions that apply to you. If you have questions, contact the compliance, registration or legal department of the sponsoring firm or a legal adviser with securities law experience, or visit the NRD information website at www.nrd-info.ca.

Item 1 Name

1. Legal name

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

NRD number (if applicable) ____________________

2. Other personal names

Are you currently, or have you ever been, known by any names other than your full legal name above, for example, nicknames or names due to marriage?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule A.

3. Use of other names

Are you currently, or have you ever used, operated under, or carried on business under any name other than the name(s) mentioned above, for example, trade names for sole proprietorships or team names?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule A.

Item 2 Residential address

Provide all of your residential addresses, including any foreign residential addresses, for the past 10 years.

1. Current and previous residential addresses

____________________ (number, street, city, province, territory or state, country, postal code)

Telephone number ____________________

Lived at this address since (YYYY/MM) ____________________

If you have lived at this address for less than 10 years, complete Schedule B.

2. Mailing address

[ ] Check here if your mailing address is the same as your current residential address provided above. Otherwise, complete the following:

____________________ (number, street, city, province, territory or state, country, postal code)

______________________________

3. Business e-mail address

______________________________

Item 3 Personal information

1. Date of birth ____________________ (YYYY/MM/DD)

2. Place of birth ____________________ (city, province, territory or state, country)

3. Gender Female [ ] Male [ ]

4. Eye colour ____________________

5. Hair colour ____________________

6. Height ________ in. or ________ [ ] cm

7. Weight _______ lbs. or ________ [ ] kg

Item 4 Citizenship

1. Citizenship information

What is your country of citizenship?

[ ] Canada

[ ] Other, specify: __________________

2. If you are a citizen of a country other than Canada, complete the following for that citizenship.

[ ] Check here if you do not have a valid passport. Otherwise, provide:

Passport number: ____________________

Date of issue: ____________________ (YYYY/MM/DD)

Place of issue: ____________________ (city, province, territory or state, country)

Item 5 Registration jurisdictions

1. Are you filing this form under the passport system / interface for registration?

Only choose "No" if:

(a) you are seeking registration only in your principal jurisdiction,

(b) you are seeking review as a permitted individual

and you are not currently registered under securities legislation in any jurisdiction of Canada.

Yes

[ ]

No

[ ]

2. Check each jurisdiction where you are seeking registration or review as a permitted individual:

[ ] All jurisdictions

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon

2. Check each jurisdiction where you are seeking registration or, if you are seeking review as a permitted individual, check each jurisdiction where your sponsoring firm is registered:

[ ] All jurisdictions

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon

Item 6 Individual categories

1. On Schedule C, check each category for which you are seeking registration as an individual or review as a permitted individual. If you are seeking review as a permitted individual, check each category that describes your position with your sponsoring firm.

2. If you are seeking registration as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your sponsoring firm's professional liability insurance?

Yes

[ ]

No

[ ]

If "No", state:

The name of your insurer ____________________

Your policy number ____________________

Item 7 Address and agent for service

1. Address for service

You must have one address for service in each province or territory where you are submitting this form. A residential address or a business address is acceptable. A post office box is not an acceptable address for service. Complete Schedule D for each additional address for service you are providing.

Address for service:

____________________ (number, street, city, province or territory, postal code)

Telephone number ____________________

Fax number, if applicable ____________________

Business e-mail address

______________________________

2. Agent for service

If you have appointed an agent for service, provide the following information for the agent in each province or territory where you have an agent for service. The address of your agent for service must be the same as the address for service above. If your agent for service is not an individual, provide the name of your contact person.

Name of agent for service: ____________________

Contact person: ____________________ Last name, First name

Item 8 Proficiency

1. Course, examination or designation information and other education

Complete Schedule E to indicate each course, examination and designation that is required for registration or approval and that you have successfully completed or have been exempted from.

[ ] Check here if you are not required under securities legislation or derivatives legislation or both, or the rules of an SRO to satisfy any course, examination or designation requirements.

Complete Schedule E to state each course, examination and designation that

is required for the registration categories or SRO approval categories you are applying for, and

you have successfully completed or, if you are an IIROC applicant, have been exempted from.

[ ] Check here if you are not required under securities legislation or derivatives legislation (including commodity futures legislation), or the rules of an SRO, to satisfy any course, examination or designation requirements.

2. Student numbers

If you have a student number for a course that you successfully completed with one of the following organizations, provide it below:

CSI Global Education: ____________________

IFSE Institute: ____________________

Institute of Canadian Bankers (ICB): ____________________

CFA Institute: ____________________

Advocis: ____________________

RESP Dealers Association of Canada: ____________________

Other: ____________________

3. Exemption refusal

Has any securities regulator, derivatives regulator or SRO refused to grant you an exemption from a course, examination, designation or experience requirement?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule F.

4. Relevant securities industry experience

If you are an individual applying for IIROC approval, select "N/A".

If you have not been registered in the last 36 months and you passed the required examination more than 36 months ago, do you consider that you have gained 12 months of relevant securities industry experience during the 36-month period?

Yes

[ ]

No

[ ]

N/A

[ ]

If "Yes", complete Schedule F.

If you are an individual applying for IIROC approval, select "N/A".

Do you have relevant securities experience?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

<<N/A>>

<<[ ]>>

If "Yes", complete Schedule F.

Item 9 Location of employment

1. Provide the following information for your new sponsoring firm. If you will be working out of more than one business location, provide the following information for the business location out of which you will be doing most of your business. If you are only filing this form because you are a permitted individual and you are not employed by, or acting as agent for, the sponsoring firm, select "N/A".

NRD location number: ____________________

Unique Identification Number (optional): ____________________

Business location address: ____________________ (number, street, city, province, territory or state, country, postal code)

Telephone number: (___) ____________________

Fax number: (___) ____________________

N/A [ ]

2. If the firm has a foreign head office, and/or you are not a resident of Canada, provide the address for the business location in which you will be conducting most of your business. If you are only filing this form because you are a permitted individual and you are not employed by, or acting as agent for, the sponsoring firm, select "N/A".

Business location address: ____________________ (number, street, city, province, territory or state, country, postal code)

Telephone number: (___) ____________________

Fax number: (___) ____________________

N/A [ ]

[The following under #3 "Type of business location", #4 and #5 is for a format other than NRD format only]

3. Type of business location:

[ ] Head office

[ ] Branch or business location

[ ] Sub-branch (members of the Mutual Fund Dealers Association of Canada only)

4. Name of supervisor or branch manager: ________________________

5. Check here if the mailing address of the business location is the same as the business location address provided above. Otherwise, complete the following:

Mailing address: ____________________ (number, street, city, province, territory or state, country, postal code)

6. Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

Item 10 Current employment, other business activities, officer positions held and directorships

Complete a separate Schedule G for each of your current business and employment activities, including employment and business activities with your sponsoring firm and any employment and business activities outside your sponsoring firm. Also include all officer or director positions and any other equivalent positions held, as well as positions of influence. The information must be provided

• whether or not you receive compensation for such services, and

• whether or not any such position is business related.

Item 10 Reportable activities

1. Activities with your sponsoring firm

Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities-related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule G: "Individual is seeking registration as CRM AR."

Complete a Schedule G with respect to your roles and responsibilities with your sponsoring firm.

2. Reportable outside activities

Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business-related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule G for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule G identifying all the activities performed.

Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable.

Category 1 -- Activities with another registered firm

Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule G for the registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule G for the specified entity.

For the purposes of this category, "specified entity" means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm.

Category 3 -- Other securities-related activities

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable.

If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity's securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule G for each entity for which you performed these activities.

Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity.

Category 4 -- Provision of financial or finance-related services

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

Complete a separate Schedule G for each activity, as applicable, if you

sell or negotiate insurance, including being an insurance broker or agent,

provide loan or deposit or other banking products and services,

carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller's cheques or anything similar,

facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator,

prepare tax returns or provide tax advice,

help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice,

provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer,

advise persons under financial stress on credit/debt restructuring,

are a pension consultant,

provide advice on mergers and acquisitions,

provide accounting or bookkeeping services,

provide oversight or independent review or expert opinion on the management of an entity's financial assets,

lend money or accept deposits of money (e.g., alternative financing, non-bank financial institution), or

provide other financial or finance-related services not identified above.

Also complete a separate Schedule G for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list.

Category 5 -- Positions of influence

Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Complete a separate Schedule G for each position of influence that you are in.

Item 11 Previous employment and other activities

On Schedule H, complete your history of employment and other activities for the past 10 years.

Item 12 Resignations and terminations

Have you ever resigned, been terminated or been dismissed for cause by an employer from a position following allegations that you:

1. Violated any statutes, regulations, rules or standards of conduct?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule I, Item 12.1.

2. Failed to appropriately supervise compliance with any statutes, regulations, rules or standards of conduct?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule I, Item 12.2.

3. Committed fraud or the wrongful taking of property, including theft?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule I, Item 12.3.

Item 12 Resignations and terminations

Instructions: Disclose all allegations against you that existed at the time of your resignation or termination. The allegation does not need to be the reason for or cause of your resignation or termination. Sales targets are not considered a standard of conduct of a sponsoring firm.

Have you ever resigned or been terminated from a position or contract when, at the time of your resignation or termination, there existed an allegation that you:

1. Contravened any statutes, regulations, orders of a court or regulatory body, rules or bylaws or failed to meet any standard of conduct of a sponsoring firm or of any professional body?

<<Yes>>

<<[ ]>>

No

<<[ ]>>

If "Yes", complete Schedule I, Item 12.1.

2. Failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules or bylaws or with any standard of conduct of a sponsoring firm or of any professional body?

<<Yes>>

<<[ ]>>

No

<<[ ]>>

If "Yes", complete Schedule I, Item 12.2.

3. Committed a fraud or the wrongful taking of property, including theft?

<<Yes>>

<<[ ]>>

No

<<[ ]>>

If "Yes", complete Schedule I, Item 12.3.

Item 13 Regulatory disclosure

The questions below relate to any jurisdiction of Canada and any foreign jurisdiction.

1. Securities and derivatives regulation

a) Other than a registration or permitted individual status that has been recorded under this NRD number, are you now, or have you ever been, registered or licensed with any securities regulator or derivatives regulator or both, to trade in or advise on securities or derivatives or both?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.1(a).

b) Have you ever been refused registration or a licence to trade in or advise on securities or derivatives or both?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.1(b).

c) Have you ever been denied the benefit of any exemption from registration provided in any securities or derivatives or both legislation or rules, other than what was disclosed in Item 8.3 of this form?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.1(c).

d) Are you now, or have you ever been subject to any disciplinary proceedings or any order resulting from disciplinary proceedings under any securities legislation or derivatives legislation or both?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.1(d).

2. SRO regulation

a) Other than an approval that has been recorded under this NRD number, are you now, or have you ever been, an approved person of an SRO or similar organization?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item13.2(a).

b) Have you ever been refused approved person status by an SRO or similar organization?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.2(b).

c) Are you now, or have you ever been, subject to any disciplinary proceedings conducted by any SRO or similar organization?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.2(c).

3. Non-securities regulation

Instructions: Only disclose registration or licences to deal with the public in any capacity.

a) Are you now, or have you ever been, registered or licensed under any legislation which requires registration or licensing to deal with the public in any capacity other than to trade in or advise on securities or derivatives or both (e.g. insurance, real estate, accountant, lawyer, teacher, medical doctor, mortgage broker or agent)?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.3(a)

b) Have you ever been refused registration or a licence under any legislation relating to your professional activities unrelated to securities or derivatives?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.3(b).

c) Are you now, or have you ever been, a subject of any disciplinary actions conducted under any legislation relating to your professional activities unrelated to securities or derivatives?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule J, Item 13.3(c).

Item 14 Criminal disclosure

The questions below apply to offences committed in any jurisdiction of Canada and any foreign jurisdiction.

You must disclose all offences, including:

• a criminal offence under federal statutes such as the Criminal Code (Canada), Income Tax Act (Canada), the Competition Act (Canada), Immigration and Refugee Protection Act (Canada) and the Controlled Drugs and Substances Act (Canada), even if

• a record suspension has been ordered under the Criminal Records Act (Canada)

• you have been granted an absolute or conditional discharge under the Criminal Code (Canada), and

• a criminal offence, with respect to questions 14.2 and 14.4, of which you or your firm has been found guilty or for which you or your firm have participated in the alternative measures program within the previous three years, even if a record suspension has been ordered under the Criminal Records Act (Canada)

You must disclose all offences, including:

a criminal offence under the laws of Canada such as the Criminal Code (Canada), the Income Tax Act (Canada), the Competition Act (Canada), the Immigration and Refugee Protection Act (Canada) and the Controlled Drugs and Substances Act (Canada), even if

a record suspension has been ordered under the Criminal Records Act (Canada), or

you have been granted an absolute or conditional discharge under the Criminal Code (Canada),

a criminal offence under the laws of any foreign jurisdiction such as U.S. federal and state criminal offences, and

a criminal offence, with respect to questions 14.2 and 14.4,

of which you or any entity when you were a partner, director, officer or major shareholder of that entity has been found guilty, or

for which you or any entity when you were a partner, director, officer or major shareholder of that entity has participated in the Alternative Measures Program, a diversion program, or any alternative resolution program within the previous 3 years, even if a record suspension has been ordered under the Criminal Records Act (Canada).

You are not required to disclose:

• charges for summary conviction offences that have been stayed for six months or more,

• charges for indictable offences that have been stayed for a year or more,

• offences under the Youth Criminal Justice Act (Canada), and

• speeding or parking violations.

Subject to the exceptions above:

1. Are there any outstanding or stayed charges against you alleging a criminal offence that was committed?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule K, Item 14.1.

2. Have you ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from any criminal offence that was committed?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule K, Item 14.2.

3. To the best of your knowledge, are there any outstanding or stayed charges against any firmentity of which you were, at the time the criminal offence was alleged to have taken place, a partner, director, officer or major shareholder?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule K, Item 14.3.

4. To the best of your knowledge, has any firmentity, when you were a partner, officer, director or major shareholder, ever been found guilty, pleaded no contest to or been granted an absolute or conditional discharge from a criminal offence that was committed?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule K, Item 14.4.

Item 15 Civil disclosure

The questions below relate to any jurisdiction of Canada and any foreign jurisdiction.

1. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation or similar misconduct against you or a firm an entity where you are or were a partner, director, officer or major shareholder?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule L, Item 15.1.

2. Have you or a firm an entity where you are or were a partner, director, officer or major shareholder ever been a defendant or respondent in any civil proceeding in which fraud, theft, deceit, misrepresentation or similar misconduct is, or was, successfully established in a judgment?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule L, Item 15.2.

Item 16 Financial disclosure

1. Bankruptcy

Under the laws of any applicable jurisdiction, have you or has any firm when you were a partner, director, officer or major shareholder of that firm:

a) Had a petition in bankruptcy issued or made a voluntary assignment in bankruptcy or any similar proceeding?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.1(a).

b) Made a proposal under any legislation relating to bankruptcy or insolvency or any similar proceeding?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.1(b).

c) Been subject to proceedings under any legislation relating to the winding up or dissolution of the firm, or under the Companies' Creditors Arrangement Act (Canada)?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.1(c).

d) Been subject to or initiated any proceedings, arrangement or compromise with creditors? This includes having a receiver, receiver-manager, administrator or trustee appointed by or at the request of creditors, privately, through court process or by order of a regulatory authority, to hold your assets.

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.1(d).

2. Debt obligations

Over the past 10 years, have you failed to meet a financial obligation of $10,000 or more as it came due or, to the best of your knowledge, has any firm, while you were a partner, director, officer or major shareholder of that firm, failed to meet any financial obligation of $10,000 or more as it came due?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.2.

3. Surety bond or fidelity bond

Have you ever been refused for a surety or fidelity bond?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule M, Item 16.3.

4. Garnishments, unsatisfied judgments or directions to pay

Has any federal, provincial, territorial, state authority or court ever issued any of the following against you regarding your indebtedness or, to the best of your knowledge, the indebtedness of a firm where you are or were a partner, director, officer or major shareholder:

Yes

No

 

Garnishment

[ ]

[ ]

 

Unsatisfied judgment

[ ]

[ ]

 

Direction to pay

[ ]

[ ]

If "Yes", complete Schedule M, Item 16.4.

Item 16 Financial disclosure

1. Bankruptcies, insolvencies, consumer proposals and creditor arrangements

Instructions: You must provide the following information no matter when the event occurred (even if it was longer than 7 years ago).

The information is required to be reported even if you or the entity has been discharged or released from bankruptcy.

Under the laws of any jurisdiction of Canada or any foreign jurisdiction, have any of the following events ever occurred to you or to any entity when you were a partner, director, officer or major shareholder of the entity:

a) had a petition in bankruptcy issued or made a voluntary assignment into bankruptcy or any similar proceeding (no matter when it occurred, even if it was longer than 7 years ago, and even if you or the entity have been discharged or released from bankruptcy)?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.1(a).

b) a proposal, including a consumer proposal, under any legislation relating to bankruptcy or insolvency or any similar proceeding?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.1(b).

c) proceedings under any legislation relating to the winding up or dissolution of the entity, or under the Companies' Creditors Arrangement Act (Canada)?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.1(c).

d) any proceedings, arrangement or compromise with creditors?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.1(d).

2. Debt obligations

During the past 10 years:

have you failed to meet a financial obligation of $10,000 or more as it came due, or

to the best of your knowledge, has any entity, while you were a partner, director, officer or major shareholder of that entity, failed to meet any financial obligation of $10,000 or more as it came due?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.2.

3. Surety bond or fidelity bond

Have you ever been refused for a surety or fidelity bond?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.3.

4. Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay

Has any governmental or regulatory authority or court, in any jurisdiction, ever issued any of the following

against you regarding your indebtedness, or

to the best of your knowledge, against an entity regarding the entity's indebtedness incurred at the time you were a partner, director, officer or major shareholder of the entity:

<<Yes>>

<<No>>

 

<<Garnishment or seizure in the hands of third persons>>

<<[ ]>>

<<[ ]>>

 

<<Unsatisfied judgment>>

<<[ ]>>

<<[ ]>>

 

<<Direction to pay>>

<<[ ]>>

<<[ ]>>

If "Yes", complete Schedule M, Item 16.4.

Item 17 Ownership of securities and derivatives firms

Are you now, or have you ever been, a partner or major shareholder of any firm (including your sponsoring firm) whose business is trading in or advising on securities or derivatives or both?

Yes

[ ]

No

[ ]

If "Yes", complete Schedule N.

Item 18 Agent for service

By submitting this form, you certify that in each jurisdiction of Canada where you have appointed an agent for service, you have completed the appointment of agent for service required in that jurisdiction.

Item 19 Submission to jurisdiction

By submitting this form, you agree to be subject to the securities legislation or derivatives legislation or both of each jurisdiction of Canada, and to the by-laws, regulations, rules, rulings and policies (collectively referred to as "rules" in this form) of the SROs to which you have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant or a partner, director or officer of a registrant under that securities legislation or derivatives legislation or both or as an Approved Person under SRO rules.

Item 20 Notice of collection and use of personal information

The personal information required under this form is collected on behalf of, and used by, the securities regulatory authorities in the jurisdictions set out in Schedule O to administer and enforce certain provisions of their securities legislation or derivatives legislation or both.

By submitting this form, the individual consents to the collection by the securities regulatory authorities of this personal information, and any police records, records from other government or non-governmental regulators or SROs, credit records and employment records about the individual that the securities regulatory authorities may need to complete their review of the information submitted in this form relating to the individual's continued fitness for registration or approval, if applicable, in accordance with the legal authority of the securities regulatory authorities while the individual is registered with or approved by it. Securities regulatory authorities may contact government and private bodies or agencies, individuals, corporations and other organizations for information about the individual.

If you have any questions about the collection and use of this information, contact the securities regulatory authority in any jurisdiction in which the required information is submitted. See Schedule O for details. In Québec, you can also contact the Commission d'accès à l'information at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

SROs

The principal purpose for the collection of personal information is to assess your suitability for registration or approval and to assess your continued fitness for registration or approval in accordance with the applicable securities legislation and the rules of the SROs.

By submitting this form, you authorize the SROs to which this form is submitted to collect any information from any source whatsoever. This includes, but is not limited to, personal confidential information about you that is otherwise protected by law such as police, credit, employment, education and proficiency course completion records, and records from other government or non-governmental regulatory authorities, securities commissions, stock exchanges, or other SROs, private bodies, agencies, individuals or corporations, as may be necessary for the SROs to complete their review of your form or continued fitness for registration or approval in accordance with their rules for the duration of the period you remain so registered or approved. You further consent to and authorize the transfer of confidential information between SROs, securities commissions or stock exchanges from whom you now, or may in the future, seek registration or approval, or with which you are currently registered or approved for the purpose of determining fitness or continued fitness for registration or approval or in connection with the performance of an investigation or other exercise of regulatory authority, whether or not you are registered with or approved by them.

By submitting this form, you certify that you understand the rules of the applicable SROs of which you are seeking registration or approval or of which your sponsoring firm is a member or participating organization. You also undertake to become conversant with the rules of any SROs of which you or your sponsoring firm becomes a member or participating organization. You agree to be bound by, observe and comply with these rules as they are from time to time amended or supplemented, and you agree to keep yourself fully informed about them as they are amended and supplemented. You submit to the jurisdiction of the SROs from whom you are seeking registration or approval, or of which your sponsoring firm is now or in the future becomes a member or participating organization and, wherever applicable, their Governors, Directors and Committees. You agree that any registration or approval granted pursuant to this form may be revoked, terminated or suspended at any time in accordance with the then applicable rules of the respective SROs. In the event of any such revocation or termination, you must terminate all activities which require registration or approval and, thereafter, not perform services that require registration or approval for any member of the SROs or any approved affiliated company or other affiliate of such member without obtaining the approval of or registration with the SROs, in accordance with their rules.

By submitting this form, you undertake to notify the SROs from whom you are seeking registration or approval or with which you are currently or may in the future be registered or approved of any material change to the information herein provided in accordance with their respective rules. You agree to the transfer of this form, without amendment, to other SROs in the event that at some time in the future you seek registration or approval from such other SROs.

You certify that you have discussed the questions in this form, together with this Agreement, with an Officer, Supervisor or Branch Manager of your sponsoring member firm and, to your knowledge and belief, the authorized Officer, Supervisor or Branch Manager was satisfied that you fully understood the questions and the terms of this Agreement. You further certify that your business activities that are subject to securities rules and derivatives rules or both will be limited strictly to those permitted by the category of your registration or approval.

Item 20 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule O. Any of the securities regulatory authorities or SROs set out in Schedule O may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule O. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

at the time of your application,

at any time during your registration or while you are a permitted individual, or

at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule O for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

the personal information provided in this form;

the personal information provided by your sponsoring firm;

registration or financial services licensing information;

law enforcement records, including police records;

credit records;

bankruptcy or other insolvency records;

employment records and information received from an employer;

records and information received from entities you had or have an independent contractor or agency relationship with;

personal information available online;

records from governmental or regulatory authorities, SROs or professional bodies;

records of, and used in, court proceedings, including probation records.

Item 21 Warning[repealed]

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

Item 22 Certification[repealed]

1. Certification -- NRD format

I confirm I have discussed the questions in this form with an officer, branch manager or supervisor of my sponsoring firm. To the best of my knowledge, the officer, branch manager or supervisor was satisfied that I fully understood the questions. I will limit my activities to those permitted by my category of registration. If the business location specified in this form is a residence, I hereby give my consent for the regulator or, in Québec, the securities regulatory authority to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

I am making this submission as agent for the individual identified in this form. By checking this box, I certify that the individual provided me with all of the information on this form and the certification above.

2. Certification -- Format other than NRD format

Individual

By signing below, I certify to the regulator, or in Québec the securities regulatory authority, in each jurisdiction where I am filing or submitting this form, either directly or through the principal regulator, that:

• I have read this form and understand the questions,

• all of the information provided on this form is true, and complete, and

• if the business location specified in this form is a residence, I hereby give my consent for the regulator or, in Québec, the securities regulatory authority to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

Signature of individual ____________________ Date ____________________

Authorized partner or officer of the firm

By signing below, I certify to the regulator, or in Québec the securities regulatory authority, in each jurisdiction where I am submitting this form, either directly or through the principal regulator, for the individual that:

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, or supervisor, or another officer or partner has, discussed the questions set out in this form with the individual and, to the best of my knowledge, the individual fully understands the questions.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

 

Schedule A Names (Item 1)

Item 1.2 Other personal names

Name 1:

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname):

______________________________

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 2:

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname):

______________________________

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 3:

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname):

______________________________

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Item 1.3 Use of other names

Name 1:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): __________________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes

[ ]

No

[ ]

N/A

[ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 2:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): ____________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes

[ ]

No

[ ]

N/A

[ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 3:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): __________________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes

[ ]

No

[ ]

N/A

[ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

 

Schedule B Residential address (Item 2)

Item 2.1 Current and previous residential addresses

If you have lived at your current address for less than 10 years, list all previous addresses for the past 10 years.

You do not have to include a postal code or ZIP code, or a telephone number for any previous address.

Address 1:

Residential address: ____________________ (number, street, city, province, territory or state, country)

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Address 2:

Residential address: ____________________ (number, street, city, province, territory or state, country)

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Address 3:

Residential address: ____________________ (number, street, city, province, territory or state, country)

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

 

Schedule C Individual categories (Item 6)

Check each category for which you are seeking registration, approval or review as a permitted individual.

- - - - - - - - - - - - - - - - - - - -

Categories common to all jurisdictions under securities legislation

Firm categories [Format other than NRD format only]

[ ] Investment Dealer

[ ] Mutual Fund Dealer

[ ] Scholarship Plan Dealer

[ ] Exempt Market Dealer

[ ] Restricted Dealer

[ ] Portfolio Manager

[ ] Restricted Portfolio Manager

[ ] Investment Fund Manager

Individual categories and permitted activities

[ ] Dealing Representative

[ ] Advising Representative

[ ] Associate Advising Representative

[ ] Ultimate Designated Person

[ ] Chief Compliance Officer

[ ] Permitted Individual

[ ] Officer -- Specify title:

[ ] Director

[ ] Partner

[ ] Shareholder

[ ] Branch Manager (MFDA members only)

[ ] IIROC approval only

IIROC

Approval categories

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Trader

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Portfolio Manager

[ ] Associate Portfolio Manager

[ ] Trader

Additional approval categories

[ ] Chief Compliance Officer

[ ] Chief Financial Officer

[ ] Ultimate Designated Person

Products

[ ] Non-Trading

[ ] Securities

[ ] Options

[ ] Futures Contracts and Futures Contract Options

[ ] Mutual Funds only

Customer type

[ ] Retail

[ ] Institutional

[ ] Not Applicable

Portfolio management

[ ] Portfolio Management

Categories under local commodity futures and derivatives legislation

Ontario

Firm categories

[ ] Commodity Trading Adviser

[ ] Commodity Trading Counsel

[ ] Commodity Trading Manager

[ ] Futures Commission Merchant

Individual categories and permitted activities

[ ] Advising Representative

[ ] Salesperson

[ ] Branch Manager

[ ] Officer -- Specify title:

[ ] Director

[ ] Partner

[ ] Shareholder

[ ] IIROC approval only

Manitoba

Firm categories

[ ] Dealer (Merchant)

[ ] Dealer (Futures Commission Merchant)

[ ] Dealer (Floor Broker)

[ ] Adviser

[ ] Local

Individual categories and permitted activities

[ ] Floor Broker

[ ] Salesperson

[ ] Branch Manager

[ ] Adviser

[ ] Officer -- Specify title:

[ ] Director

[ ] Partner

[ ] Futures Contracts Portfolio Manager

[ ] Associate Futures Contracts Portfolio Manager

[ ] IIROC approval only

[ ] Local

Québec

Firm categories

[ ] Derivatives Dealer

[ ] Derivatives Portfolio Manager

Individual categories and permitted activities

[ ] Derivatives Dealing Representative

[ ] Derivatives Advising Representative

[ ] Derivatives Associate Advising Representative

 

Schedule D Address and agent for service (Item 7)

Item 7.1 Address for service

You must have one address for service in each province or territory in which you are now, or are seeking to become, a registered individual or permitted individual. A post office box is not an acceptable address for service.

Address for service: ____________________ (number, street, city, province or territory, postal code)

Telephone number: (___) ____________________

Fax number: (___) ____________________

Business e-mail address: ____________________

Item 7.2 Agent for service

If you have appointed an agent for service, provide the following information about the agent. The address for service provided above must be the address of the agent named below.

Name of agent for service: ____________________

(if applicable)

Contact person:____________________ Last name, First name

 

Schedule E Proficiency (Item 8)

Item 8.1 Course, examination or designation information and other education

Instructions: Please see Division 2 [Education and experience requirements] in Part 3 [Registration requirements -- individuals] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations for the education and experience requirements for the categories that you are seeking to be registered in or the relevant SRO rules for the SRO approval categories.

Below, state each course, examination and designation that:

is required for the registration categories or SRO approval categories you are applying for, and

you have successfully completed.

*For IIROC applicants only -- If applicable, please indicate the date of any exemption granted for any course, examination, designation or other education required for approval.

Course, examination, designation or other education

Date completed (YYYY/MM/DD)

Date exempted<<*>> (YYYY/MM/DD)

Regulator / securities regulatory authority granting the exemption<<*>>

 

__________

__________

__________

__________

If you have listed the CFA Charter in Item 8.1, please indicate by checking "Yes" below if you are a current member of the CFA Institute permitted to use this charter.

Yes

[ ]

No

[ ]

If "No", please explain why you no longer hold this designation:

______________________________

______________________________

______________________________

If you have listed the Canadian Investment Manager Designation in Item 8.1, please indicate by checking "Yes" below if you are currently permitted to use this designation.

Yes

[ ]

No

[ ]

If "No", please explain why you no longer hold this designation:

______________________________

______________________________

______________________________

 

Schedule F Proficiency (Items 8.3 and 8.4)

Item 8.3 Exemption refusal

Complete the following for each exemption that was refused.

1. Which securities regulator, derivatives regulator or SRO refused to grant the exemption?

______________________________

State the name of the course, examination, designation or experience requirement:

______________________________

State the reason given for not being granted the exemption:

______________________________

Date exemption refused: ____________________ (YYYY/MM/DD)

2. Which securities regulator, derivatives regulator or SRO refused to grant the exemption?

______________________________

State the name of the course, examination, designation or experience requirement:

______________________________

State the reason given for not being granted the exemption:

______________________________

Date exemption refused: ____________________ (YYYY/MM/DD)

3. Which securities regulator, derivatives regulator or SRO refused to grant the exemption?

______________________________

State the name of the course, examination, designation or experience requirement:

______________________________

State the reason given for not being granted the exemption:

______________________________

Date exemption refused: ____________________ (YYYY/MM/DD)

Item 8.4 Relevant securities industry experience

Describe your responsibilities in areas relating to the category you are applying for, including the title(s) you have held, as well as start and end dates:

______________________________

______________________________

______________________________

What is the percentage of your time devoted to these activities?

_____ %

Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

Item 8.4 Relevant securities experience

Instructions:

Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information.

If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained is relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know-your-client information; or number of years of experience conducting suitability assessments.

If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: "Individual seeking registration as CRM AR".

For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience.

1. If you are applying

to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or

for any other category, describe the relevant securities industry experience that you have gained.

For each position in which you gained relevant experience, provide the following information:

(a) the name of the firm or entity with which you gained this experience;

(b) your title;

(c) the start and end dates of this position;

(d) the details of the activities you performed that are relevant for the category of registration that you are applying for;

(e) the percentage of your time in this position that was spent on activities relating to the experience.

______________________________

______________________________

______________________________

2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

 

Schedule G Current employment, other business activities, officer positions held and directorships (Item 10)

Complete a separate Schedule G for each of your current business and employment activities, including employment and business activities with your sponsoring firm and any employment and business activities outside your sponsoring firm. Also include all officer or director positions and any other equivalent positions held, as well as positions of influence. The information must be provided

• whether or not you receive compensation for such services, and

• whether or not any such position is business related.

1. Start date ____________________ (YYYY/MM/DD)

2. Firm information

[ ] Check here if this activity is employment with your sponsoring firm.

If the activity is with your sponsoring firm, you are not required to indicate the firm name and address information below:

Name of business or employer: ____________________

Address of business or employer: ____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________

3. Description of duties

Describe all employment and business activities related to this employer. Include the nature of the business and your duties, title or relationship with the business. If you are seeking registration that requires specific experience, include details such as level of responsibility, value of accounts under direct supervision, number of years of experience, and percentage of time spent on each activity.

______________________________

4. Number of work hours per week

How many hours per week do you devote to this business or employment?_____________

If this activity is employment with your sponsoring firm and you work less than 30 hours per week, explain why.

______________________________

5. Conflicts of interest

If you have more than one employer or are engaged in business related activities:

A. Disclose any potential for confusion by clients and any potential for conflicts of interest arising from your multiple employment or business related activities or proposed business related activities.

______________________________

______________________________

______________________________

B. Indicate whether or not any of your employers or organizations where you engage in business related activities are listed on an exchange.

______________________________

C. Confirm whether the firm has procedures for minimizing potential conflicts of interest and if so, confirm that you are aware of these procedures.

______________________________

______________________________

______________________________

D. State the name of the person at your sponsoring firm who has reviewed and approved your multiple employment or business related activities or proposed business related activities.

______________________________

E. If you do not perceive any conflicts of interest arising from this employment, explain why.

______________________________

______________________________

______________________________

 

Schedule G Reportable activities (Item 10)

1. Start date ____________________ (YYYY/MM/DD)

2. Sponsoring firm or other entity information

[ ] Check here if the reportable activity is with your sponsoring firm.

If the reportable activity is with your sponsoring firm, you are not required to indicate the firm's name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below:

Name of business or employer: ____________________

Address of business or employer: ____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________

3. Description of the reportable activity and your roles and responsibilities

Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing.

(a) Describe the entity that you carry on the activity with or for, including the nature of the entity's business.

(b) Is the entity listed on an exchange?

(c) Describe your relationship with the entity.

(d) Describe all of your roles and responsibilities relating to the activity.

______________________________

(e) Provide all business title(s) and professional designation(s) you use for the activity.

______________________________

4. Number of work hours per week

How many hours per week do you spend on this activity? _____________

5. Conflicts of interest

Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm.

Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion.

(a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no conflicts of interest or client confusion are expected, explain why.

______________________________

______________________________

______________________________

(b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client.

______________________________

(c) Describe (i) the client confusion, and (ii) how the client confusion will be addressed.

______________________________

______________________________

______________________________

(d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures.

______________________________

(e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity.

______________________________

______________________________

______________________________

 

Schedule H Previous employment and other activities (Item 11)

Provide the following information for each of your employment and other activities in the past 10 years. Account for all of your time, including full-time and part-time employment, self-employment or military service. Include your status for each, such as unemployed, full-time student, or other similar statuses. Do not include short-term employment of four months or less while a student, unless it was in the securities, derivatives or financial industry.

In addition to the information required in the paragraph above, if you were employed or had business activities in the securities or derivatives industry or both during and before the 10-year period, disclose all your securities and derivatives or both employment or business activities (both before and during the 10-year period).

[ ] Unemployed

[ ] Full-time student

[ ] Employed or self-employed

From: ____________________ (YYYY/MM)

To: ____________________ (YYYY/MM)

Complete the following only if you are, or were, employed or self-employed during this period.

______________________________

Name of business or employer:

____________________

Address of business or employer:

____________________ (number, street, city, province, territory or state, country)

Name and title of immediate supervisor, if applicable:

______________________________

Describe the firm's business, your position, duties and your relationship to the firm. If you are seeking registration in a category of registration that requires specific experience, include details of that experience. Examples include level of responsibility, value of accounts under direct supervision, number of years of that experience and research experience, and percentage of time spent on each activity.

Reason why you left the firm:

______________________________

______________________________

______________________________

 

Schedule I Resignations and terminations (Item 12)

Item 12.1

For each allegation of violation of any statutes, regulations, rules or internal/external standards of conduct, state below (1) the name of the firm from which you resigned, were terminated or dismissed for cause, (2) whether you resigned, were terminated or dismissed for cause, (3) the date you resigned, were terminated or dismissed for cause, and (4) the circumstances relating to your resignation, termination or dismissal for cause.

______________________________

Item 12.2

For each allegation of failure to supervise compliance with any statutes, regulations, rules or standards of conduct, state below, (1) the name of the firm from which you resigned, were terminated or dismissed for cause, (2) whether you resigned, were terminated or dismissed for cause, (3) the date you resigned, were terminated or dismissed for cause, and (4) the circumstances relating to your resignation, termination or dismissal for cause.

______________________________

Item 12.3

For each allegation of fraud or the wrongful taking of property, including theft, state below (1) the name of the firm from which you resigned, were terminated or dismissed for cause, (2) whether you resigned, were terminated or dismissed for cause, (3) the date you resigned, were terminated or dismissed for cause, and (4) the circumstances relating to your resignation, termination or dismissal for cause.

______________________________

 

Schedule I Resignations and terminations (Item 12)

Item 12.1

For each allegation of contravention of any statute, regulation, order of a court or regulatory body, rule or bylaw or failure to meet any standard of conduct of a sponsoring firm or of any professional body, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), including the statutes, regulations, orders, rules or bylaws allegedly contravened or standards of conduct allegedly not met, (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 12.2

For each allegation of failure to supervise compliance with any statute, regulation, order of a court or regulatory body, rule or bylaw or with any standard of conduct of a sponsoring firm or of any professional body, state below, (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation of failure to supervise (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 12.3

For each allegation that you committed a fraud or the wrongful taking of property, including theft, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

 

Schedule J Regulatory disclosure (Item 13)

Item 13.1 Securities and derivatives regulation

a) For each registration or licence, state below (1) the name of the firm, (2) the securities or derivatives regulator with which you are, or were, registered or licensed, (3) the type or category of registration or licence, and (4) the period that you held the registration or licence.

______________________________

b) For each registration or licence refused, state below (1) the name of the firm, (2) the securities or derivatives regulator that refused the registration or licence, (3) the type or category of registration or licence refused, (4) the date of the refusal, and (5) the reasons for the refusal.

______________________________

c) For each exemption from registration denied or licence refused, other than what was disclosed in Item 8.3 of this form, state below (1) the party that was refused the exemption from registration or licence, (2) the securities or derivatives regulator that refused the exemption from registration or licence, (3) the type or category or registration or licence refused, (4) the date of the refusal, and (5) the reasons for the refusal.

______________________________

d) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the securities or derivatives regulator that issued the order or is conducting or conducted the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement (including any sanctions imposed), (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any other relevant details.

______________________________

Item 13.2 SRO regulation

a) For each approval, state below (1) the name of the firm, (2) the SRO with which you are or were an approved person, (3) the categories of approval, and (4) the period that you held the approval.

______________________________

b) For each approval refused, state below (1) the name of the firm, (2) the SRO that refused the approval, (3) the category of approval refused, (4) the date of the refusal, and (5) the reasons for the refusal.

______________________________

c) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the SRO that issued the order or that is, or was, conducting the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement (including any sanctions imposed), (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

c) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the SRO that issued the order or that is, or was, conducting the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 13.3 Non-securities regulation

a) For each registration or licence, state below (1) the party who is, or was, registered or licensed (if insurance licensed, also indicate the name of the insurance agency), (2) with which regulatory authority, or under what legislation, the party is, or was, registered or licensed, (3) the type or category of registration or licence, and (4) the period that the party held the registration or licence.

______________________________

b) For each registration or licence refused, state below (1) the party that was refused registration or licensing (if insurance licensed, also indicate the name of the insurance agency), (2) with which regulatory authority, or under what legislation, the registration or licence was refused, (3) the type or category of registration or licence refused, (4) the date of the refusal, and (5) the reasons for the refusal.

______________________________

c) For each order or disciplinary proceeding, indicate below (1) the party against whom the order was made or the proceeding taken (if insurance licensed, indicate the name of the insurance agency), (2) the regulatory authority that made the order or that is, or was, conducting the proceeding, or under what legislation the order was made or the proceeding is being, or was conducted, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement (including any sanctions imposed), (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding and (7) any other information that you think is relevant or that the regulatory authority may request.

______________________________

a) For each registration or licence, state below (1) the party who is, or was, registered or licensed, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) the period that the party held the registration or licence, (4) the type or category of registration or licence, (5) with which regulatory authority, or under what legislation, the party is, or was, registered or licensed, and (6) the licence number.

______________________________

b) For each registration or licence refused, state below (1) the party that was refused registration or licensing, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) with which regulatory authority, or under what legislation, the registration or licence was refused, (4) the type or category of registration or licence refused, (5) the date of the refusal, and (6) the reasons for the refusal.

______________________________

c) For each order or disciplinary proceeding, indicate below (1) the party against whom the order was made or the proceeding taken, (2) the regulatory authority that made the order or that is, or was, conducting the proceeding, or under what legislation the order was made or the proceeding is being, or was conducted, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the entity and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

 

Schedule K Criminal disclosure (Item 14)

Item 14.1

For each charge, state below (1) the type of charge, (2) the date of the charge, (3) any trial or appeal dates, and (4) the court location.

______________________________

Item 14.2

For each finding of guilty, pleading no contest to, or granting of an absolute or conditional discharge from a criminal offence, state below (1) the offence, (2) the date found guilty, and (3) the disposition (any penalty or fine and the date any fine was paid).

______________________________

Item 14.3

For each charge, state below (1) the name of the firmentity, (2) the type of charge, (3) the date of the charge, (4) any trial or appeal dates, and (5) the court location.

______________________________

Item 14.4

For each finding of guilty, pleading no contest to, or granting of an absolute or conditional discharge from a criminal offence, state below (1) the name of the firmentity, (2) the offence, (3) the date of the conviction, and (4) the disposition (any penalty or fine and the date any fine was paid).

______________________________

 

Schedule L Civil disclosure (Item 15)

Item 15.1

For each outstanding civil proceeding, state below (1) the dates the statement of claim and statement of defence were issued, (2) the name of the plaintiff(s) in the proceedingthe name of each plaintiff in the proceeding , (3) whether the proceeding is pending or on appeal, (4) whether the proceeding was against a firman entity where you are, or were, a partner, director, officer or major shareholder and whether you have been named individually in the allegations, and (5) the jurisdiction where the action is being pursued.

______________________________

Item 15.2

For each civil proceeding, state below (1) the dates the statement of claim and statement of defence were issued, (2) each plaintiff in the proceedingthe name of each plaintiff in the proceeding, (3) the jurisdiction where the action was pursued, (4) whether the proceeding was about a firman entity where you are, or were, a partner, director, officer or major shareholder and whether you have been named individually in the allegations, and (5) a summary of any disposition or any settlement over $10,000. You must disclose any actions settled without admission of liability.

______________________________

 

Schedule M Financial disclosure (Item 16)

Item 16.1 Bankruptcy

(a) For each event, state below (1) the date of the petition or voluntary assignment, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, (7) date of discharge or release, if applicable, and (8) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

______________________________

(b) For each event, state below (1) the date of the proposal, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

______________________________

(c) For each event, state below (1) the date of the proceeding, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

______________________________

(d) For each proceeding, arrangement or compromise with creditors, state below (1) the date of proceeding, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

______________________________

Item 16.2 Debt obligation

For each event, state below (1) the person or firm that failed to meet its financial obligation, (2) the amount that was owing at the time the person or firm failed to meet its financial obligation, (3) the person or firm to whom the amount is, or was, owing, (4) any relevant dates (for example, when payments are due or when final payment was made), (5) any amounts currently owing, and (6) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request, including why the obligation has not been met/satisfied.

______________________________

Item 16.3 Surety bond or fidelity bond

For each bond refused, state below (1) the name of the bonding company, (2) the address of the bonding company, (3) the date of the refusal, and (4) the reasons for the refusal.

______________________________

Item 16.4 Garnishments, unsatisfied judgments or directions to pay

For each garnishment, unsatisfied judgment or direction to pay regarding your indebtedness, indicate below (1) the amount that was owing at the time the garnishment, judgment or direction to pay was rendered, (2) the person or firm to whom the amount is, or was, owing, (3) any relevant dates (for example, when payments are due or when final payment was made), (4) the percentage of earnings to be garnished or the amount to be paid, (5) any amounts currently owing, and (6) any other information that you think is relevant or that the regulator or, in Québec, the securities regulatory authority may request.

 

Schedule M Financial disclosure (Item 16)

Item 16.1 Bankruptcies, insolvencies, consumer proposals and creditor arrangements

Instructions: Proposals includes consumer proposals.

(a) For each event, state below (1) the date of the petition or voluntary assignment into bankruptcy, or a similar proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, (7) the date of discharge or release, if applicable, and (8) any details of the petition or voluntary assignment into bankruptcy or similar proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(b) For each event, state below (1) the date of the proposal, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proposal relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(c) For each event, state below (1) the date of the proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

(d) For each proceeding, arrangement or compromise with creditors, state below (1) the date of the proceeding, arrangement or compromise, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proceeding, arrangement or compromise relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

Item 16.2 Debt obligation

For each event, state below (1) the person or entity that failed to meet its financial obligation, (2) the amount that was owing at the time the person or entity failed to meet its financial obligation, (3) the person or entity to whom the amount is, or was, owing, (4) any relevant dates (for example, when payments are due or when final payment was made), (5) any amounts currently owing, and (6) any details of the debt obligation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable, including why the obligation has not been met or satisfied.

______________________________

Item 16.3 Surety bond or fidelity bond

For each bond refused, state below (1) the name of the bonding company, (2) the address of the bonding company, (3) the date of the refusal, and (4) the reasons for the refusal.

______________________________

Item 16.4 Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay

For each garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay regarding your indebtedness or the indebtedness of an entity incurred at the time you were a partner, director, officer or major shareholder, indicate below (1) the amount that was owing at the time the garnishment, seizure in the hands of third persons, judgment or direction to pay was rendered, (2) the person or entity to whom the amount is, or was, owing, (3) any relevant dates (for example, when payments are due or when final payment was made), (4) why the indebtedness has not been met or satisfied, (5) the percentage of earnings to be garnished or seized in the hands of third persons or the amount to be paid, (6) any amounts currently owing, and (7) any details of the garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.

______________________________

 

Schedule N Ownership of securities and derivatives firms (Item 17)

Name of firm (whose business is trading in or advising on securities or derivatives, or both):

______________________________

What is your relationship to the firm? Partner [ ] Major shareholder [ ]

What is the period of this relationship?

From: To: (if applicable)

__________ (YYYY/MM) __________ (YYYY/MM)

Provide the following information:

a) State the number, value, class and percentage of securities, or the amount of partnership interest you own or propose to acquire when you are registered or approved as a result of the review of this form. If acquiring shares when you are so approved or registered, state the source (for example, treasury shares, or if upon transfer, state name of transferor).

______________________________

b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm:

______________________________

c) If another person or firm has provided you with funds to invest in the firm, provide the name of the person or firm and state the relationship between you and that person or firm:

______________________________

d) Are the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or firm?

Yes

[ ]

No

[ ]

If "Yes", provide the name of the person or firm and state the relationship between you and that person or firm:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any firm or person)?

Yes

[ ]

No

[ ]

If "Yes", provide the name of the person or firm, state the relationship between you and that person or firm and describe the rights that have been or will be given up:

______________________________

c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)?

<<Yes>>

<<[ ]>>

<<No>>

<<[ ]>>

If "Yes", provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up:

______________________________

f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you?

Yes

[ ]

No

[ ]

If "Yes", complete (g), (h) and (i).

g) Name of beneficial owner:

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

h) Residential address:

____________________ (number, street, city, province, territory or state, country, postal code)

i) Occupation:

______________________________

 

Schedule O Contact information for Notice of notice and consent for collection and use of personal information

Alberta
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer<<Registration staff>>
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
<<E-mail: Registration@bcsc.bc.ca>>
E-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney General
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: DeputyDirector, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
<<E-mail: registrationfcaa@gov.sk.ca>>
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
<<Office of the Yukon>> Superintendent of Securities
Halifax, NS B3J 1P3
Department of Community Services
Attention: Deputy Director, Capital Markets<<Registration>>
P.O. Box 2703 C-6
Telephone: (902) 424-7768
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314<<(867) 667-5466>>
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 2000
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

FORM 33-109F5 CHANGE OF REGISTRATION INFORMATION (sections 3.1 and 4.1)

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

1. Form 33- 109F4: Use the following certification when making changes to Form 33-109F4

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

I have read this form,

I have read Form 33-109F4 and understand its questions and, for greater certainty, if the business location is a residence, the notice in Item 9,

I have discussed Form 33-109F4 with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within Form 33-109F4, including the questions,

to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, including information required to be disclosed by Form 33-109F4 that I am not changing with this form, and

if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 3.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

I have, or a branch manager, supervisor, officer or partner has, discussed Form 33-109F4 with the individual. To the best of my knowledge, the individual understands all matters within Form 33-109F4, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

2. Form 33- 109F6: Use the following certification when making changes to Form 33- 109F6

By signing below, I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm submitting this form and to any applicable SRO that

I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) of changes to information in the following forms:

• Form 33-109F6, except for the changes set out in section 3.1 of National Instrument 33-109, or

• Form 33-109F4.

How to submit this form

To report changes to information in a Form 33-109F4, submit this form at the National Registration Database website in NRD format at www.nrd.ca.

Submit this form in a format other than NRD format to report changes to information in a:

a) Form 33-109F6, or

b) Form 33-109F4, if the individual is relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database.

Name of firm

______________________________

Registration categories

______________________________

NRD number (firm) ____________________

Item 1 Type of form

Check the form that is being updated:

[ ] Form 33-109F6

If submitting changes to Form 33-109F6, please attach a blackline of the amended sections of the form.

[ ] Form 33-109F4 Name of individual

Item 2 Details of change

Provide the item number and details for each change to the form selected above:

Item number __________ Details __________

Effective date of change ____________________ (YYYY/MM/DD)

Item 3 Notice of collection and use of personal information

The personal information required under this form is collected on behalf of, and used by, the securities regulatory authorities in the jurisdictions set out in Schedule A to administer and enforce certain provisions of their securities legislation or derivatives legislation or both.

The personal information required under this form is also collected by and used by the SRO set out in Schedule A to administer and enforce its by-laws, regulations, rules, rulings and policies.

By submitting this form, the individual consents to the collection by the securities regulatory authorities or applicable SRO of this personal information, and any police records, records from other government or non-governmental regulators or SROs, credit records and employment records about the individual that the securities regulatory authorities or applicable SRO may need to complete their review of the information submitted in this form relating to the individual's continued fitness for registration or approval, if applicable, in accordance with the legal authority of the securities regulatory authorities while the individual is registered with or approved by it. Securities regulatory authorities or SROs may contact government and private bodies or agencies, individuals, corporations and other organizations for information about the individual.

If you have any questions about the collection and use of this information, contact the securities regulatory authorities or applicable SRO in any jurisdiction in which the required information is submitted. See Schedule A for details. In Québec, you can also contact the Commission d'accès à l'information at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

Item 3 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule A. Any of the securities regulatory authorities, or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

at any time during your registration or while you are a permitted individual, or

at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

the personal information provided in this form;

the personal information provided by your sponsoring firm;

registration or financial services licensing information;

law enforcement records, including police records;

credit records;

bankruptcy or other insolvency records;

employment records and information received from an employer;

records and information received from entities you had or have an independent contractor or agency relationship with;

personal information available online;

records from governmental or regulatory authorities, SROs or professional bodies;

records of, and used in, court proceedings, including probation records.

Item 4 Warning[repealed]

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

Item 5 Certification[repealed]

1. Use the following certification when submitting this form in NRD format when making changes to Form 33-109F4

I confirm I have discussed the questions in this form with an officer, branch manager or supervisor of my sponsoring firm. To the best of my knowledge and belief, the officer, branch manager or supervisor was satisfied that I fully understood the questions. I will limit my activities to those permitted by my category of registration.

[ ] I am making this submission as agent for the individual identified in this form. By checking this box, I certify that the individual provided me with all of the information on this form.

2. Use the following certification when submitting this form in a format other than NRD format when making changes to Form 33-109F6

By signing below I certify to each regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form, either directly or through the principal regulator, that:

• I have read this form and understand the questions, and

• all of the information provided on this form is true, and complete.

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

3. Use the following certification when submitting this form in a format other than NRD format under the temporary hardship exemption in section 5.1 of NI 31-102 National Registration Database when making changes to Form 33-109F4

By signing below, I certify to the regulator or, in Québec, the securities regulatory authority, in each jurisdiction where I am submitting this form, either directly or through the principal regulator, that:

• I have read this form and understand the questions; and

• all of the information provided on this form is true and complete.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

 

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

Alberta
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer<<Registration staff>>
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
<<E-mail: Registration@bcsc.bc.ca>>
E-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: DeputyDirector, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
<<E-mail: registrationfcaa@gov.sk.ca>>
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
<<Office of the Yukon>> Superintendent of Securities
Halifax, NS B3J 1P3
Department of Community Services
Attention: Deputy Director, Capital Markets<<Registration>>
P.O. Box 2703 C-6
Telephone: (902) 424-7768
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314<<(867) 667-5466>>
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 2000
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

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 firm's 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 firm's 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

This form consists of the following:

Collection and use of personal information

Certification

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 -- [repealed]

Schedule A -- Contact information for consent and 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)

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.

How to complete and submit the form

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 firm's 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 to knowingly give false or misleading information on this formto the regulator or securities regulatory authority.

See Part 3 of NI 33-109.

Updating the information on the form

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 d'accès à l'information du Québec at 1-888-528-7741 or visit its website atwww.cai.gouv.qc.ca.

In obtaining information about the firm, each securities regulatory authority and SRO set out in Appendix A may receive and collect personal information about individuals, if any, associated with the firm and its directors, officers, partners, employees, contractors and agents.

This may include the collection of

the personal information provided in this form,

registration or financial services licensing information,

personal information available online,

records from governmental or regulatory authorities, SROs or professional bodies, or

records of, and used in, court proceedings, including probation records.

Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about the individual.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation), or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and for the SROs to administer and enforce the rules of the SROs.

The information may be collected

at the time of the firm's application,

at any time during the firm's registration, or

at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by the firm that it is surrendering its registration.

If you or anyone referred to in this form has any questions about the collection, use, and disclosure of this information, you or they can contact the regulator or, in Québec, the securities regulatory authority, or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details.

Certain registration information about the firm and its registered individuals will be listed in a publicly available registry, including names used by the firm, the address of the firm's head office, whether the firm is on the Disciplined List, the jurisdictions and categories in which the firm is registered, and whether any terms and conditions have been imposed on the firm's registration, and the firm's registered individuals.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

WARNING: It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

By signing this form, I, on behalf of the firm,

1. certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

I have read this form,

the firm has submitted and filed all information required to be submitted and filed under securities legislation and/or derivatives legislation in the principal jurisdiction of Canada where the firm is seeking registration, and

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

2. authorize the principal regulator to give each non-principal regulator and, where applicable, SRO access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both in relation to the firm's registration in that jurisdiction,

3. acknowledge that the regulator or, in Québec, the securities regulatory authority, and SRO may collect and provide personal information about the individuals referred to in this form under the heading Collection and Use of Personal Information, and

4. confirm that the individuals referred to in this form have been notified that the individuals' 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 authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

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

Part 1 -- Registration details

1.1 Firm's full legal name

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

If the firm's legal name is in English and French, provide both versions.

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- - - - - - - - - - - - - - - - - - - -

1.2 Firm's NRD number

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- - - - - - - - - - - - - - - - - - - -

1.3 Why are you submitting this form?

Complete:

 

[ ]

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

The entire form

 

[ ]

To add one or more jurisdictions of Canada to the firm's registration

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

 

[ ]

To add one or more categories to the firm's registration

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.

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)

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

(a) Categories under securities legislation

Jurisdiction

 

Category

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

 

Investment dealer

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Mutual fund dealer

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Scholarship plan dealer

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Exempt market dealer

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Restricted dealer

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Investment fund manager

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Portfolio manager

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Restricted portfolio manager

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

Category

Manitoba

 

Dealer (merchant)

[ ]

 

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 alsact 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

 

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Part 2 -- Contact information

Addresses

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

2.1 Head office address

Address line 1

 

Address line 2

 

City

Province/territory/state

 

Country

Postal/zip code

 

Telephone number

Fax number

 

Website

If the firm's head office is in Canada, go to question 2.3.

If the firm's 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 firm's 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 firm's principal regulator in Canada.

(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

 

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A post office box is acceptable for a mailing address.

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 an executed 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

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

2.5 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

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

2.6 Chief compliance officer

[ ] Same as 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

Part 3 -- Business history and structure

Business activities

3.1 The firm's business

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

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3.2 Other names

In addition to the firm's 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:

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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 firm's policy on fairness in allocation of investment opportunities, if applicable

_____

_____

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

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Attach the firm's 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?

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yyyy/mm/dd

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3.5 How was the firm created?

New start-up

[ ]

Go to question 3.7.

Merger or amalgamation

[ ]

Go to question 3.6.

Reorganization

[ ]

Go to question 3.6.

Other statutory arrangement

[ ]

Please specify below and go to question 3.6.

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3.6 Predecessors

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

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3.7 Constating documents

Attach the legal documents that established the firm as an entity, for example, the firm's 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

[ ]

Name of general partner __________

Corporation

[ ]

Other

[ ]

Please specify ____________________

This is the firm's corporate registration number or Québec enterprise number (NEQ).

3.9 Business registration number, if applicable

List the firm's 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

 

__________

__________

__________

3.10 Permitted individuals

List all permitted individuals of the firm.

State why the individual is considered a permitted individual (e.g., director, partner, officer, shareholder, or a permitted individual as described in paragraph (c) of the definition of "permitted individual" in section 1.1 of National Instrument 33-109 Registration Information).

<<Name>>

<<Type of Permitted Individual>>

<<NRD number, if applicable>>

 

__________

__________

__________

3.11 Organization chart

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

3.12 Ownership chart

Attach a chart showing the firm's 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 firm's securities.

3.12 Ownership chart

Attach a chart showing the firm's structure and ownership. Include all parents, specified affiliates and specified subsidiaries. Indicate which of the parents, specified affiliates and specified subsidiaries are registered under securities legislation in any jurisdiction of Canada and provide their NRD number.

Include the name of the person or company, and class, type, amount and percentage ownership of the firm's voting 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?

Yes [ ] No [ ]

If yes, provide the following information for each exemption:

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Type of exemption

Regulator/organization

Date of exemption (yyyy/mm/dd)

Jurisdiction

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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:

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Type of exemption

Organization

Date of exemption (yyyy/mm/dd)

Jurisdiction

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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

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

4.6 Registration for other financial products

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

<<Name of entity>>

 

<<Type of licence or registration>>

 

<<Licence number>>

 

<<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 firm's 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 firm's capital.

Name of person or entity providing the capital

Type of capital

Amount ($)

 

__________

__________

__________

See Schedule C Form 31-103F1 Calculation of Excess Working Capital.

5.3 Guarantors

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 firm's 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.

This information is on the financial institution bond.

5.4 Jurisdictions covered

Where does the firm have bonding or insurance coverage?

AB

[ ]

BC

[ ]

MB

[ ]

NB

[ ]

NL

[ ]

NS

[ ]

NT

[ ]

NU

[ ]

ON

[ ]

PE

[ ]

QC

[ ]

SK

[ ]

YT

[ ]

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

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- - - - - - - - - - - - - - - - - - - -

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

5.5 Bonding or insurance details

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

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- - - - - - - - - - - - - - - - - - - -

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.

5.6 Professional liability insurance (Québec only)

If the firm is seeking registration in Québec as a mutual fund dealer or a scholarship plan dealer, provide the following information about the firm's 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

[ ]

[ ]

[ ]

[ ]

[ ]

[ ]

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[ ]

 

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

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(mm/dd)

- - - - - - - - - - - - - - - - - - - -

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

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- - - - - - - - - - - - - - - - - - - -

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

5.12 Auditor

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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 interim financial information (as set out in section 12.11 of NI 31-103) 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.

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

5.14 Letter of direction to auditors

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

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

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

6.1 Client assets

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.

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

 

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

_____

_____

 

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[repealed]

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 firm's 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 firm's 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)

- - - - - - - - - - - - - - - - - - - -

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

Witness

- - - - - - - - - - - - - - - - - - - -

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
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer<<Registration staff>>
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
<<E-mail: Registration@bcsc.bc.ca>>
E-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: DeputyDirector, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
<<E-mail: registrationfcaa@gov.sk.ca>>
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
<<Office of the Yukon>> Superintendent of Securities
Halifax, NS B3J 1P3
Department of Community Services
Attention: Deputy Director, Capital Markets<<Registration>>
P.O. Box 2703 C-6
Telephone: (902) 424-7768
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314<<(867) 667-5466>>
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 2000
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

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.

7. Until six years after the Firm ceases to be registered, the Firm must file a new executed Submission to jurisdiction and appointment of agent for service in this form

a. no later than the 15th day after the date this Submission to jurisdiction and appointment of agent for service is terminated, and

b. no later than the 15th day after any change in the name or 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

 

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 CPA Canada 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 firm's 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:

5% of fair value

 

over 11 years:

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 firm's 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 Companies 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.

 

FORM 33-109F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS (sections 2.3 and 2.4(2))

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 5,

I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval, and

the new sponsoring firm understands that if my registration was subject to any terms and conditions that were unsatisfied when I left my former sponsoring firm, those terms and conditions remain in effect and the new sponsoring firm agrees to assume any ongoing obligations that applied to the former sponsoring firm in respect of my registration under those terms and conditions.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 10.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

the individual identified in this form will be engaged by the new sponsoring firm as a registered individual or a permitted individual,

I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions, and

the new sponsoring firm understands that if the individual's registration was subject to any undischarged terms and conditions when the individual left the individual's former sponsoring firm, those terms and conditions remain in effect and agrees to assume any ongoing obligations that apply to the former sponsoring firm in respect of the individual under those terms and conditions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

GENERAL INSTRUCTIONS

Complete and submit this form to the relevant regulator(s) or in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if an individual has left a sponsoring firm and is seeking to reinstate their registration in one or more of the same categories or reinstate their same status of permitted individual as before with a sponsoring firm. You only need to complete and submit one form regardless of the number of registration categories or permitted individual statuses you are seeking to be reinstated in.

An individual may reinstate their registration or permitted individual status by submitting this form. This form may only be used if all of the following apply:

1. this form is submitted on or before the 90th day after the cessation date of the individual's employment, partnership or agency relationship with the individual's former sponsoring firm,

2. there have been no changes to the information previously submitted in respect of Items 13 (Regulatory Disclosure), other than changes to Item 13.3(c), 14 (Criminal Disclosure), 15 (Civil Disclosure) and 16 (Financial Disclosure) of the individual's Form 33-109F4 since the individual left their former sponsoring firm, and

3. the individual's employment, partnership or agency relationship with their former sponsoring firm did not end because the individual was asked by the firm to resign, resigned voluntarily or was dismissed, following an allegation against the individual of criminal activity, a breach of securities legislation, or a breach of the rules of an SRO.

If you do not meet all of the above conditions then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled 'Reactivation of Registration'.

GENERAL INSTRUCTIONS

Complete and submit this form to the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if

an individual has left a sponsoring firm and is seeking to reinstate the individual's registration in one or more of the same categories or reinstate the same status of permitted individual as before with a new sponsoring firm, and

the new sponsoring firm is registered in the same category of registration in which the individual's former sponsoring firm was registered.

You only need to complete and submit one form regardless of the number of registration categories or permitted individual statuses you are seeking to be reinstated in.

An individual may reinstate the individual's registration or permitted individual status by submitting this form. This form must not be used unless all of the following apply:

1. this form is submitted on or before the 90th day after the cessation date of the individual's employment, partnership or agency relationship with the individual's former sponsoring firm;

2. the information in the individual's Form 33-109F4 was up-to-date as of the cessation date of the individual's employment, partnership or agency relationship with the individual's former sponsoring firm;

3. if this form is submitted on or after June 6, 2023, on the date this form is submitted, the individual's information in the National Registration Database does not state "there is no response to this question" for any item of the individual's Form 33-109F4;

4. there have been no changes to the information previously submitted in respect of the following items of the individual's Form 33-109F4 since the individual left the individual's former sponsoring firm:

Item 13 (Regulatory disclosure), other than changes to Item 13.3(a);

Item 14 (Criminal disclosure);

Item 15 (Civil disclosure);

Item 16 (Financial disclosure);

5. at the time of cessation with the individual's former sponsoring firm, there were no allegations against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation against the individual of any of the following:

a crime;

a contravention of any statute, regulation, or order of a court or regulatory body;

a contravention of any rule or bylaw of an SRO, of a professional body, or of a similar organization;

a failure to meet any standard of conduct of the sponsoring firm or of any professional body.

If you do not meet all of the above conditions, then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration".

Terms

In this form,

"you", "your" and "individual" means the individual who is seeking to reinstate their registration or their status as permitted individual.

"former sponsoring firm" means the registered firm where you most recently carried out duties as a registered or permitted individual.

"major shareholder" and "shareholder" mean a shareholder who, in total, directly or indirectly owns voting securities carrying 10 per cent or more of the votes carried by all outstanding voting securities.

"new sponsoring firm" means the registered firm where you will begin carrying out duties as a registered or permitted individual when your registration or permitted individual status is reinstated.

Several terms used in this form are defined in the Form 33-109F4 Registration of Individuals and Review of Permitted Individuals that you submitted when you first became registered.

How to submit this form

NRD format

Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you have any questions, contact the compliance, registration or legal department of the new sponsoring firm or a legal adviser with securities law experience, or visit the NRD information website at www.nrd-info.ca.

Format, other than NRD format

If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format.

If you need more space, use a separate sheet of paper. Clearly identify the Item and question number. Complete and sign the form, and send it to the relevant regulator(s) or, in Québec, the securities regulatory authority, SRO (s) or similar authority. The number of originally signed copies of the form you are required to submit depends on the province or territory, and on the regulator, the securities regulatory authority or SRO.

To avoid delays in processing this form, be sure to answer all of the items that apply to you. If you have questions, contact the compliance, registration or legal department of the new sponsoring firm or a legal adviser with securities law experience, or visit the National Registration Database information website at www.nrd-info.ca.

Item 1 Name

1. NRD number: ____________________

2. Legal name

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

3. Date of birth (YYYY/MM/DD):

4. Use of other names

Are you currently using, or have you ever used, operated under, or carried on business under, a name other than the name(s) mentioned above (for example, trade names for sole proprietorships or team names)?

Yes [ ] No [ ]

If "Yes", complete Schedule A.

Item 2 Number of jurisdictions

1. Are you seeking to reinstate your registration or permitted individual status in more than one jurisdiction of Canada?

Yes [ ] No [ ]

2. Check each province or territory in which you are seeking reinstatement of registration or reinstatement as a permitted individual:

[ ]

All jurisdictions

 

[ ]

Alberta

[ ]

British Columbia

[ ]

Manitoba

[ ]

New Brunswick

[ ]

Newfoundland and Labrador

[ ]

Northwest Territories

[ ]

Nova Scotia

[ ]

Nunavut

[ ]

Ontario

[ ]

Prince Edward Island

[ ]

Québec

[ ]

Saskatchewan

[ ]

Yukon

2. Check each province or territory in which you are seeking reinstatement of registration or, if you are seeking reinstatement as a permitted individual, check each province or territory where your sponsoring firm is registered:

<<[ ]>>

<<All jurisdictions>>

 

<<[ ]>>

<<Alberta>>

<<[ ]>>

<<British Columbia>>

<<[ ]>>

<<Manitoba>>

<<[ ]>>

<<New Brunswick>>

<<[ ]>>

<<Newfoundland and Labrador>>

<<[ ]>>

<<Northwest Territories>>

<<[ ]>>

<<Nova Scotia>>

<<[ ]>>

<<Nunavut>>

<<[ ]>>

<<Ontario>>

<<[ ]>>

<<Prince Edward Island>>

<<[ ]>>

<<Québec>>

<<[ ]>>

<<Saskatchewan>>

<<[ ]>>

<<Yukon>>

Item 3 Individual categories

1. On Schedule B, check each category for which you are seeking to reinstate your registration or permitted individual status. If you are seeking reinstatement of status as a permitted individual, check each category that describes your position with your new sponsoring firm.

2. If you are seeking reinstatement as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your new sponsoring firm's professional liability insurance?

Yes [ ] No [ ]

If "No", state:

The name of your insurer _____________________________________________________

Your policy number _________________________________________________________

Item 4 Address and agent for service

1. Address for service

You must have one address for service in each province or territory where you are submitting this form. A residential or business address is acceptable. A post office box is not acceptable. Complete Schedule C for each additional address for service you are providing.

Address for service:

____________________ (number, street, city, province or territory, postal code)

Telephone number ____________________

Fax number, if applicable ____________________

Business e-mail address ____________________

2. Agent for service

If you have appointed an agent for service, provide the following information for the agent in each province or territory where you have an agent for service. The address of your agent for service must be the same as the address for service above. If your agent for service is not an individual, provide the name of your contact person.

Name of agent for service: ____________________

Contact person: ____________________ Last name, First name

Item 5 Location of employment

1. Provide the following information for your new sponsoring firm. If you will be working out of more than one business location, provide the following information for the business location out of which you will be doing most of your business. If you are only filing this form because you are a permitted individual and are not employed by, or acting as agent for, the sponsoring firm, select "N/A".

Unique Identification Number (optional): ____________________

NRD location number: ____________________

Business location address: ____________________ (number, street, city, province, territory or state, country, postal code)

Telephone number: (___) ____________________ Fax number: (___) ____________________

N/A [ ]

2. If the new sponsoring firm has a foreign head office, and/or you are not a resident of Canada, provide the address for the business location in which you will be conducting most of your business. If you are only filing this form because you are a permitted individual and are not employed by, or acting as agent for, the sponsoring firm, select "N/A".

Business location address: ____________________ (number, street, city, province, territory or state, country, postal code)

Telephone number: (___) ____________________ Fax number: (___) ____________________

N/A [ ]

[The following under #3 "Type of business location", #4 and #5 is for a Format other than NRD format only]

3. Type of business location:

[ ] Head office

[ ] Branch or business location

[ ] Sub-branch (Mutual Fund Dealers Association of Canada members only)

4. Name of supervisor or branch manager: ____________________

5. [ ] Check here if the mailing address of the business location is the same as the business location address provided above. Otherwise, complete the following:

Mailing address: ____________________ (number, street, city, province, territory or state, country, postal code)

6. Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

Item 6 Previous employment

Provide the following information for your former sponsoring firm.

Name: ____________________

Date on which you were no longer authorized to act on behalf of your former sponsoring firm as a registered individual or permitted individual: ____________________ (YYYY/MM/DD)

The reason why you left your former sponsoring firm:

______________________________

Item 7 Current employment, other business activities, officer positions held and directorships

Name of your new sponsoring firm: ____________________

Complete a separate Schedule D for each of your current business and employment activities, including employment and business activities with your new sponsoring firm and any employment and business activities outside your new sponsoring firm. Also include all officer or director positions and any other equivalent positions held, as well as positions of influence. The information must be provided

• whether or not you receive compensation for such services, and

• whether or not any such position is business related.

Item 7 Reportable activities

Name of your new sponsoring firm: ____________________

1. Activities with your sponsoring firm

Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities-related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule D: "Individual is seeking registration as CRM AR."

Complete a Schedule D with respect to your roles and responsibilities with your sponsoring firm.

2. Reportable outside activities

Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business-related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule D for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule D identifying all the activities performed.

Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable.

Category 1 -- Activities with another registered firm

Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule D for the registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule D for the specified entity.

For the purposes of this category, "specified entity" means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm.

Category 3 -- Other securities-related activities

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable.

If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity's securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule D for each entity for which you performed these activities.

Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity.

Category 4 -- Provision of financial or finance-related services

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

Complete a separate Schedule D for each activity, as applicable, if you

sell or negotiate insurance, including being an insurance broker or agent,

provide loan or deposit or other banking products and services,

carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller's cheques or anything similar,

facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator,

prepare tax returns or provide tax advice,

help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice,

provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer,

advise persons under financial stress on credit/debt restructuring,

are a pension consultant,

provide advice on mergers and acquisitions,

provide accounting or bookkeeping services,

provide oversight or independent review or expert opinion on the management of an entity's financial assets,

lend money or accept deposits of money (e.g., alternative financing, non-bank financial institutions), or

provide other financial or finance-related services not identified above.

Also complete a separate Schedule D for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list.

Category 5 -- Positions of influence

Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Complete a separate Schedule D for each position of influence that you are in.

Item 8 Ownership of securities in new sponsoring firm

Are you a partner or major shareholder of your new sponsoring firm?

Yes [ ] No [ ]

If "Yes", complete Schedule E.

Item 9 Confirm permanent record

1. Check the appropriate box to indicate that, since leaving your former sponsoring firm, there has been a change to any information previously submitted for the items of your Form 33-109F4 that are listed below.

[ ] Regulatory disclosure (Item 13, other than changes to Item 13.3(c))

[ ] Criminal disclosure (Item 14)

[ ] Civil disclosure (Item 15)

[ ] Financial disclosure (Item 16)

2. Check the box below -- I am eligible to file this Form 33-109F7, only if you satisfy both of the following conditions:

(a) there are no changes to any of the disclosure items under Item 9.1 above, and

(b) your employment, partnership or agency relationship with your former sponsoring firm did not end because you were asked by the firm to resign or resigned voluntarily, or were dismissed, following an allegation against you of

• criminal activity,

• a breach of securities legislation, or

• a breach of the rules of an SRO.

If you do not meet the above conditions for selecting the box 'I am eligible to file this Form 33-109F7', then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration". If you are submitting a Form 33-109F4 in a format other than NRD format you must complete the entire form.

[ ] I am eligible to file this Form 33-109F7.

2. Check the box below -- I am eligible to file this Form 33-109F7 - only if you satisfy all of the following conditions:

(a) the information in your Form 33-109F4 was up-to-date when you left your sponsoring firm;

(b) there are no changes to any of the disclosure items under Item 9.1 above;

(c) if this form is submitted on or after June 6, 2023, on the date this form is submitted, your information in the National Registration Database does not state "there is no response to this question" for any item of Form 33-109F4;

(d) at the time of cessation with your former sponsoring firm, there was no allegation against you, in Canada or in any foreign jurisdiction, relevant to an assessment of whether you are not suitable for registration or your proposed registration is objectionable, including, for greater certainty, any allegations against you of

a crime,

a contravention of any statute, regulation, or order of a court or regulatory body,

a contravention of any rule or bylaw of an SRO, or a professional body, or of a similar organization, or

a failure to meet any standard of conduct of the sponsoring firm or of any professional body.

If you do not meet the above conditions for selecting the box 'I am eligible to file this Form 33-109F7', then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration". If you are submitting a Form 33-109F4 in a format other than NRD format you must complete the entire form.

[ ] I am eligible to file this Form 33-109F7.

Item 10 Acknowledgements, submission to jurisdiction and notice of collection and use of personal information

By submitting this form, you:

• acknowledge that the submission to jurisdiction, consent to collection and use of personal information, and authorization in respect of SROs (to the extent applicable) that you provided in your Form 33-109F4 remain in effect and extend to this form

• consent to the collection and disclosure of your personal information by regulators and by your sponsoring firm, in each case, for registration and other related regulatory purposes.

If you have any questions about the collection and use of your personal information, contact the securities regulatory authority or applicable SRO in the relevant jurisdiction. See Schedule F for details. In Québec, you can also contact the Commission d'accès à l'information at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca.

You acknowledge and agree that if you are seeking reinstatement of your registration and it was subject to any undischarged terms and conditions when you left your former sponsoring firm, those terms and conditions will remain in effect at your new sponsoring firm.

Item 10 Submission to jurisdiction and notice and consent for collection and use of personal information

1. Submission to jurisdiction

By submitting this form, you agree to be subject to the securities legislation or derivatives legislation (including commodities futures legislation) or both of each jurisdiction of Canada, and to the bylaws, regulations, rules, rulings and policies (collectively referred to as "rules" in this form) of the SROs to which you have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant or a partner, director or officer of a registrant under that securities legislation or derivatives legislation or both or as an approved person under SRO rules.

2. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule F. Any of the securities regulatory authorities or SROs set out in Schedule F may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule F. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected

at the time of your application,

at any time during your registration or while you are a permitted individual, or

at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule F for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

3. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

the personal information provided in this form;

the personal information provided by your sponsoring firm;

registration or financial services licensing information;

law enforcement records, including police records;

credit records;

bankruptcy or other insolvency records;

employment records and information received from an employer;

records and information received from entities you had or have an independent contractor or agency relationship with;

personal information available online;

records from governmental or regulatory authorities, SROs or professional bodies;

records of, and used in, court proceedings, including probation records.

Item 11 Warning[repealed]

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

Item 12 Certification[repealed]

1. Certification -- NRD format:

I confirm I have discussed the questions in this form with an officer, branch manager or supervisor of my sponsoring firm. To the best of my knowledge, the officer, branch manager or supervisor was satisfied that I fully understood the questions. I will limit my activities to those permitted by my category of registration. If the business location specified in this form is a residence, I hereby give my consent for the regulator or, in Québec, the securities regulatory authority to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

[ ] I am making this submission as agent for the individual. By checking this box, I certify that the individual provided me with all of the information on this form and the certification above.

2. Certification -- Format other than NRD format:

Individual

By signing below, I certify to the regulator, or in Québec the securities regulatory authority, in each jurisdiction where I am submitting this form, either directly or through the principal regulator that:

• I have read the form and understand the questions,

• all of the information provided on this form is true, and complete, and

• if the business location specified in this form is a residence, I hereby give my consent for the regulator or, in Québec, the securities regulatory authority to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

Signature of individual ____________________ (YYYY/MM/DD)

Authorized partner or officer of the new sponsoring firm

By signing below, I certify to the regulator, or in Québec the securities regulatory authority, in each jurisdiction where I am submitting this form for the individual that:

• the individual will be engaged by the new sponsoring firm as a registered individual or a permitted individual

• I have, or a branch manager or another officer or supervisor has, discussed the questions set out in this form with the individual and, to the best of my knowledge, the individual fully understands the questions, and

• the new sponsoring firm understands that if the individual's reinstatement of registration was subject to any undischarged terms and conditions when the individual left their former sponsoring firm, those terms and conditions remain in effect and agrees to assume any ongoing obligations that apply to the sponsoring firm in respect of the individual under those terms and conditions.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

 

Schedule A Use of other names (Item 1.4)

Item 1.4 Use of other names

Name 1:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): ____________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes [ ] No [ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 2:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): ____________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes [ ] No [ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Name 3:

Name: ____________________

Provide the reasons for the use of this other name (for example, trade name or team name): ____________________

If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name?

Yes [ ] No [ ]

When did you use this name?

From:

To:

 

__________ (YYYY/MM)

__________ (YYYY/MM)

 

Schedule B Individual Categories (Item 3)

Check each category for which you are seeking reinstatement of registration, approval or permitted individual status

Categories Common to all jurisdictions under securities legislation

Firm categories [Format other than NRD format only]

[ ] Investment Dealer

[ ] Mutual Fund Dealer

[ ] Scholarship Plan Dealer

[ ] Exempt Market Dealer

[ ] Restricted Dealer

[ ] Portfolio Manager

[ ] Restricted Portfolio Manager

[ ] Investment Fund Manager

Individual categories and permitted activities

[ ] Dealing Representative

[ ] Advising Representative

[ ] Associate Advising Representative

[ ] Ultimate Designated Person

[ ] Chief Compliance Officer

[ ] Permitted Individual

[ ] Officer -- Specify title:

[ ] Director

[ ] Partner

[ ] Shareholder

[ ] Branch Manager (MFDA members only)

[ ] IIROC approval only

IIROC

Approval categories

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Trader

[ ] Executive

[ ] Director (Industry)

[ ] Director (Non-Industry)

[ ] Supervisor

[ ] Investor

[ ] Registered Representative

[ ] Investment Representative

[ ] Portfolio Manager

[ ] Associate Portfolio Manager

[ ] Trader

Additional approval categories

[ ] Chief Compliance Officer

[ ] Chief Financial Officer

[ ] Ultimate Designated Person

Products

[ ] Non-Trading

[ ] Securities

[ ] Options

[ ] Futures Contracts and Futures Contract Options

[ ] Mutual Funds only

Customer type

[ ] Retail

[ ] Institutional

[ ] Not Applicable

Portfolio management

[ ] Portfolio Management

Categories under local commodity futures and derivatives legislation

Ontario

Firm categories

[ ] Commodity Trading Adviser

[ ] Commodity Trading Counsel

[ ] Commodity Trading Manager

[ ] Futures Commission Merchant

Individual categories and permitted activities

[ ] Advising Representative

[ ] Salesperson

[ ] Branch Manager

[ ] Officer -- Specify title:

[ ] Director

[ ] Partner

[ ] Shareholder

[ ] IIROC approval only

Manitoba

Firm categories

[ ] Dealer (Merchant)

[ ] Dealer (Futures Commission Merchant)

[ ] Dealer (Floor Broker)

[ ] Adviser

[ ] Local

Individual categories and permitted activities

[ ] Floor Broker

[ ] Salesperson

[ ] Branch Manager

[ ] Adviser

[ ] Officer -- Specify title

[ ] Director

[ ] Partner

[ ] Futures Contracts Portfolio Manager

[ ] Associate Futures Contracts Portfolio Manager

[ ] IIROC approval only

[ ] Local

Québec

Firm categories

[ ] Derivatives Dealers

[ ] Derivatives Portfolio Manager

Individual categories and permitted activities

[ ] Derivatives Dealing Representative

[ ] Derivatives Advising Representative

[ ] Derivatives Associate Advising Representative

 

Schedule C Address and agent for service (Item 4)

Item 4.1 Address for service

You must have one address for service in each province or territory in which you are now, or are seeking to become, a registered individual or permitted individual. A post office box is not an acceptable address for service.

Address for service:

____________________ (number, street, city, province or territory, postal code)

Telephone number: (___) ____________________ Fax number: (___) ____________________

Business e-mail address: ____________________

Item 4.2 Agent for service

If you have appointed an agent for service, provide the following information for the agent. The address for service provided above must be the address of the agent named below.

Name of agent for service: ____________________ (if applicable)

Contact person:

____________________ Last name, First name

 

Schedule D Current employment, other business activities, officer positions held and directorships (Item 7)

Complete a separate Schedule D for each of your current business and employment activities, including employment and business activities with your new sponsoring firm and any employment and business activities outside your new sponsoring firm. Also include all officer or director positions and any other equivalent positions held, as well as positions of influence. The information must be provided

• whether you receive compensation for such services, and

• whether or not such position is business related.

1. Start date

____________________ (YYYY/MM/DD)

2. Firm information

[ ] Check here if this activity is employment with your sponsoring firm.

If the activity is with your sponsoring firm, you are not required to indicate the firm name and address information below:

Name of business or employer: ____________________

______________________________

Address of business or employer:

____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________________________

3. Description of duties

Describe all employment and business activities related to this employer. Include the nature of the business and your duties, title or relationship with the business. If you are seeking registration that requires specific experience, include details such as level of responsibility, value of accounts under direct supervision, number of years of experience, and percentage of time spent on each activity.

______________________________

4. Number of work hours per week

How many hours per week do you devote to this business or employment? ________

If this activity is employment with your sponsoring firm and you work less than 30 hours per week, explain why.

______________________________

5. Conflict of Interest

If you have more than one employer or are engaged in business related activities:

A. Disclose any potential for confusion by clients and any potential for conflicts of interest arising from your multiple employment or business related activities or proposed business related activities.

______________________________

______________________________

______________________________

B. Indicate whether or not any of your employers or organizations where you engage in business related activities are listed on an exchange.

______________________________

______________________________

______________________________

C. Confirm whether the firm has procedures for minimizing potential conflicts of interest and if so, confirm that you are aware of these procedures.

______________________________

______________________________

______________________________

D. State the name of the person at your sponsoring firm who has reviewed and approved your multiple employment or business related activities or proposed business related activities.

______________________________

______________________________

______________________________

E. If you do not perceive any conflicts of interest arising from this employment, explain why.

______________________________

______________________________

______________________________

 

Schedule D Reportable activities (Item 7)

1. Start date ____________________ (YYYY/MM/DD)

2. Sponsoring firm or other entity information

[ ] Check here if the reportable activity is with your sponsoring firm.

If the reportable activity is with your sponsoring firm, you are not required to indicate the firm's name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below:

Name of business or employer: ____________________

Address of business or employer: ____________________ (number, street, city, province, territory or state, country)

Name and title of your immediate supervisor: ____________________

3. Description of the reportable activity and your roles and responsibilities

Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing.

(a) Describe the entity that you carry on the activity with or for, including the nature of the entity's business.

(b) Is the entity listed on an exchange?

(c) Describe your relationship with the entity.

(d) Describe all of your roles and responsibilities relating to the activity.

______________________________

(e) Provide all business title(s) and professional designation(s) you use for the activity.

______________________________

4. Number of work hours per week

How many hours per week do you spend on this activity? ____________________

5. Conflicts of interest

Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm.

Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion.

(a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why.

______________________________

______________________________

______________________________

(b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client.

______________________________

(c) Describe (i) the client confusion, and (ii) how the client confusion will be addressed.

______________________________

______________________________

______________________________

(d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures.

______________________________

(e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity.

______________________________

______________________________

______________________________

 

Schedule E Ownership of securities in new sponsoring firm (Item 8)

Firm name (whose business is trading in or advising on securities or derivatives, or both):

______________________________

What is your relationship to the firm? Partner Major shareholder

What is the period of this relationship?

From:

To:

(if applicable)

 

__________ (YYYY/MM)

__________ (YYYY/MM)

Provide the following information:

a) State the number, value, class and percentage of securities, or the amount of partnership interest you own or propose to acquire when you are reinstated or approved as a result of the review of this form. If acquiring shares when you are so approved or registered, state the source (for example, treasury shares, or if upon transfer, state name of transferor).

______________________________

b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm:

______________________________

c) If another person or firm has provided you with funds to invest in the firm, provide the name of the person or firm and state the relationship between you and that person or firm:

______________________________

d) Are the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or firm?

Yes [ ] No [ ]

If "Yes", provide the name of the person or firm and state the relationship between you and that person or firm:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any firm or person)?

Yes [ ] No [ ]

If "Yes", provide the name of the person or firm, state the relationship between you and that person or firm and describe the rights that have been or will be given up: ____________________

c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity and state the relationship between you and that person or entity:

______________________________

e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)?

Yes [ ] No [ ]

If "Yes", provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up:

______________________________

f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you?

Yes [ ] No [ ]

If "Yes", complete (g), (h) and (i).

g) Name of beneficial owner:

__________

__________

__________

__________

Last name

First name

Second name (N/A [ ])

Third name (N/A [ ])

h) Residential address:

____________________ (number, street, city, province, territory or state, country, postal code)

i) Occupation:

______________________________

 

Schedule F Contact information for Notice of notice and consent for collection and use of personal information

Alberta
Nunavut
Alberta Securities Commission,
Government of Nunavut
Suite 600, 250-5th St. SW
Department of Justice
Calgary, AB T2P 0R4
P.O. Box 1000 Station 570
Attention: Information Officer
Iqaluit, NU X0A 0H0
Telephone: (403) 297-6454
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
 
British Columbia
Ontario
British Columbia Securities Commission
Ontario Securities Commission
P.O. Box 10142, Pacific Centre
22nd Floor
701 West Georgia Street
20 Queen Street West
Vancouver, BC V7Y 1L2
Toronto, ON M5H 3S8
Attention: Freedom of Information Officer<<Registration staff>>
Attention: Compliance and Registrant Regulation
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Telephone: (416) 593-8314
<<E-mail: Registration@bcsc.bc.ca>>
E-mail: registration@osc.gov.on.ca
 
Manitoba
Prince Edward Island
The Manitoba Securities Commission
Securities Office
500 -- 400 St. Mary Avenue
Department of Community Affairs and Attorney General
Winnipeg, MB R3C 4K5
P.O. Box 2000
Attention: Director of Registrations
Charlottetown, PE C1A 7N8
Telephone: (204) 945-2548
Attention: Deputy Registrar of Securities
Fax (204) 945-0330
Telephone: (902) 368-6288
 
New Brunswick
Québec
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
Autorité des marchés financiers
Suite 300, 85 Charlotte Street
800, square Victoria, 22e étage
Saint John, NB E2L 2J2
C.P. 246, tour de la Bourse
Attention: Director of Securities
Montréal (Québec) H4Z 1G3
Telephone: (506) 658-3060
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337 or (877) 525-0337
 
Newfoundland and Labrador
Saskatchewan
Superintendent of Securities, Service NL
Financial and Consumer Affairs Authority of Saskatchewan
Government of Newfoundland and Labrador
Suite 601, 1919 Saskatchewan Drive
P.O. Box 8700
Regina, SK S4P 4H2
2nd Floor, West Block
Attention: DeputyDirector, Capital Markets
Confederation Building
Telephone: (306) 787-5871
St. John's, NL A1B 4J6
<<E-mail: registrationfcaa@gov.sk.ca>>
Attention: Manager of Registrations
Telephone: (709) 729-5661
 
Nova Scotia
Yukon
Nova Scotia Securities Commission
Government of Yukon
Suite 400, 5251 Duke Street
<<Office of the Yukon>> Superintendent of Securities
Halifax, NS B3J 1P3
Department of Community Services
Attention: Deputy Director, Capital Markets<<Registration>>
P.O. Box 2703 C-6
Telephone: (902) 424-7768
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314<<(867) 667-5466>>
 
Northwest Territories
Self-regulatory organization
Government of the Northwest Territories
Investment Industry Regulatory Organization of Canada
Department of Justice
121 King Street West, Suite 1600
1st Floor Stuart M. Hodgson Building
Toronto, Ontario M5H 3T9
5009 -- 49th Street
Attention: Privacy Officer
Yellowknife, NWT X1A 2L9
Telephone: (416) 364-6133
Attention: Deputy Superintendent of Securities
E-mail: PrivacyOfficer@iiroc.ca
Telephone: (867) 920-8984

 

Annex G -- Changes to 33-109CP

ANNEX G

CHANGES TO COMPANION POLICY 33-109CP REGISTRATION INFORMATION

1. Companion Policy 33-109CP Registration Information is changed by this Document.

2. Section 1.2 is changed by adding "(Section 1.1)" at the end of the heading "Definition of permitted individuals".

3. Section 1.3 is changed by replacing the first bullet in the second paragraph with the following:

• Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status -- to notify the regulator or, in Québec, the securities regulatory authority that a registered individual or permitted individual has ceased to have authority to act on behalf of the sponsoring firm.

4. Section 1.4 is changed by adding "(Sections 3.1 and 4.1)" at the end of the heading "Notice requirements".

5. Section 2.2 is changed

(a) by adding "(Subsections 2.2(1) and 2.5(1))" at the end of the subheading "Types of submissions using Form 33-109F4",

(b) by adding "(Sections 2.3 and 2.5)" at the end of the subheading "Submissions by Permitted Individuals",

(c) by replacing "10 days" with "15 days" in the paragraph under the subheading "Submissions by Permitted Individuals",

(d) by adding the following text between the subheading "Submissions by permitted individuals" and the subheading "Agent for service":

Relevant securities experience (Form 33-109F2 -- Item 4.3 and Schedule A; Form 33-109F4 -- Item 8.4 and Schedule F)

The regulators or, in Québec, the securities regulatory authority will assess whether an individual has gained relevant securities experience on a case-by-case basis. It may include experience acquired:

• during employment at a registered dealer, a registered adviser or an investment fund manager;

• in related investment fields, such as investment banking, securities trading on behalf of a financial institution, securities research, portfolio management, investment advisory services or supervision of those activities;

• in legal, accounting or consulting practices related to the securities industry; and

• in other professional service fields that relate to the securities industry, or in a securities-related business in a foreign jurisdiction.

The securities experience described should be relevant to the category applied for. Please see section 3.4 [Proficiency -- initial and ongoing] of the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations for more guidance on relevant securities experience.

Reportable activities (Form 33-109F4 -- Item 10 and Schedule G; Form 33-109F7 -- Item 7 and Schedule D)

Individuals must report all activities with their sponsoring firm and certain activities carried on outside of their sponsoring firm (which includes activities performed for affiliated entities of their sponsoring firm) in Form 33-109F4 and Form 33-109F7. Activity changes must be reported by the individuals in Form 33-109F5.

To illustrate the analysis on whether an activity outside of the sponsoring firm is reportable in Item 10.2 [Reportable outside activities] of Form 33-109F4 or in Item 7.2 [Reportable outside activities] of Form 33-109F7, Appendix C has been included in this Companion Policy.

The regulator or, in Québec, the securities regulatory authority will take into account reportable activities when assessing that individual's application for registration or continuing fitness for registration and the sponsoring firm's fitness for registration, including the following considerations in relation to the reportable activities:

• whether there is a risk of client confusion and if so, what the risk is and whether there are effective controls and supervision in place to address the risk,

• whether the reportable outside activity presents a material conflict of interest for the individual, and whether that material conflict of interest has been addressed in the best interest of the client,

• whether the reportable outside activity provides the individual with access to privileged, confidential or insider information relevant to their registerable activities,

• whether the individual will have sufficient time to effectively carry out their registerable activities, including remaining current on securities law and product knowledge,

• whether the individual will be able to properly service clients.

Information on outside activities reported to the regulators or, in Québec, the securities regulatory authority also helps facilitate their understanding and supervision of registrants and, in some circumstances, may prompt further review of an applicant, a registrant, a permitted individual, or an unregistered person.

Although only certain outside activities are required to be reported to regulators or, in Québec, the securities regulatory authority, registrants are required to identify and address all material conflicts of interest and risks associated with their sponsored individuals, including those arising from outside activities that a registered individual may participate in. Accordingly, the assessment of material conflicts of interests by registrants should not be limited to only the outside activities reportable to regulators or, in Québec, the securities regulatory authority.

Category 1 -- Activities with another registered firm

Generally, we expect any activity with another registered firm to be reported, whether or not the activity at the other firm requires the individual to be registered. For example, the following roles are reportable: being an advising or dealing representative, owner, director, research analyst, compliance consultant, client relationship manager, human resources manager, or IT service provider for another registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If the individual is the owner (e.g., shareholder, partner), management (e.g., director or officer), or employee of an unregistered entity that receives compensation, such as sales commissions or referral fees, from a registered firm, this activity is reportable. For example, being an employee or owner of an entity that has entered into an agreement in the form set out in Schedule 'A' of MFDA Staff Notice MSN-0072 Payment of Commissions to Unregistered Corporations is reportable.

Category 3 -- Other securities-related activities

Activities that involve raising money for an entity, such as structuring the security or derivative, preparing the offering document, soliciting investors, or promoting the sale of a security or derivative are reportable. The activity must be reported if it was carried out any time in the last 7 years.

Given the role of a director or officer in a corporation as the directing mind and management and the nature of partnerships and trusts, we would consider a director, officer, partner, or equivalent position (such as trustees) of an entity that, within the last 7 years, raised money through the issuance of securities or derivatives to be directly involved and thus would be reportable. For example, being the President of a mortgage investment entity that is raising money would be reportable. We would also consider being a director or officer of a reporting issuer to be reportable, such as being a director of a TSX-listed company.

An individual who works at an entity that is raising money through the issuance of securities or derivatives, but has no direct involvement in the capital raising activity, such as a computer programmer at a fintech start-up, would not be required to report, unless the activity falls within another reporting category.

Similarly, charitable or other fundraising activities that do not involve the issuance of securities or derivatives would not be reportable. For example, volunteering for an organization to seek charitable donations would not be reportable.

Category 4 -- Provision of financial or finance-related services

An individual is required to report certain financial and finance-related activities, whether or not compensation is received for providing the services. An individual is also expected to report if the individual is a shareholder, partner, director, or officer of an entity that provides one of those services. This includes activities where the individual is responsible for the oversight or provides independent review or expert opinion on the management of an entity's financial assets. For example, being a member of an investment committee that oversees the management of a university's endowment funds or a charity's financial capital, or being a trustee of a family trust.

Category 5 -- Positions of influence

A position of influence is defined in section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. All positions of influence are reportable. Please see the guidance in section 13.4.3 of the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Uncompensated activities and personal holding companies

Generally, uncompensated activities that do not involve securities or financial services and are not positions of influence are not reportable. For example, volunteer activities, such as being a little league soccer coach or volunteering at an animal shelter, are not required to be reported as they do not fall within Categories 1 to 5.

Additionally, involvement with entities with non-active operations, such as being the owner of a holding company (e.g., passive management of personal investments), would likely not be reportable. However, in some cases personal holding companies are used to hold securities of a registered firm and through this arrangement the individual receives indirect compensation from a registered firm. In this case the involvement with the holding company would be reportable under Category 2. In other circumstances the holding company is used to provide financial or finance-related services, to provide services for registered firms, or is otherwise involved in securities-related activities. If an individual's holding company is used for activities that would require disclosure under any of Categories 1 to 5, we would generally consider this entity to be active and the individual should disclose the individual's involvement with this entity.

Resignation and terminations (Form 33-109F4 -- Item 12 and Schedule I)

Individuals must report whether they have resigned or been terminated from a position or contract and whether, at the time of their resignation or termination, there existed allegations that the individual: (i) contravened any statutes, regulations, orders of a court or regulatory body, rules or bylaws, or failed to meet standards of conduct, (ii) failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules, bylaws or standards of conduct, or (iii) committed fraud or the wrongful taking of property, including theft. Standards of conduct may be internal to the sponsoring firm, such as a sponsoring firm's policies and procedures, or may be external to the sponsoring firm, such as the standards of conduct of a professional body. Standards of conduct may include codes of conduct. Sales targets of the firm are not considered standards of conducts.

When providing information about resignations or terminations, individuals must disclose the day that they ceased to carry on duties for the entity or firm they resigned or were terminated from. This date may coincide with the end of the individual's employment, partnership or agency relationship. However, this date can also occur earlier, such as when an individual is subjected to an internal firm suspension or the individual's authority has otherwise been reduced or curtailed pending an internal review. Individuals should provide the date they ceased to carry on duties and not merely the end of an individual's employment, partnership or agency relationship.

(e) by adding "(Form 33-109F4 -- Item 18)" at the end of the subheading "Agent for service",

(f) by replacing "NI 33-109" with "the Rule" in the paragraph under the subheading "Agent for service".

6. Section 2.3 is changed by adding "(Subsection 2.2(2), Section 2.4, Subsection 2.6(2), Subsection 4.1(4))" at the end of the heading "Form 33-109F2".

7. Section 2.5 is changed

(a) by adding "(Sections 2.3 and 2.5)" at the end of the heading "Form 33-109F7 for reinstatement", and

(b) by adding the following paragraph immediately at the end:

If certain allegations existed at the time of the individual leaving a sponsoring firm, then regardless of whether the allegations caused or contributed to the individual leaving, the individual may not use the Form 33-109F7. In addition, at the time the individual ceased to be a registered individual or a permitted individual with the former sponsoring firm, all of the information previously submitted in Form 33-109F4, including Item 12, must have been up-to-date. If these conditions are not met, then the individual must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration".

8. Section 2.6 is changed by replacing the paragraph with the following:

The term "business location" is defined in section 1.1 of the Rule. If the business location specified in Item 9 of Form 33-109F4 or Item 5 of Form 33-109F7 is a residence, the individual must acknowledge that the regulator or, in Québec, the securities regulatory authority may request consent to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation..

9. Section 2.7 is changed by replacing "termination" with "cessation".

10. Section 3.1 is changed

(a) by adding "(Paragraph 2.1(a))" at the end of the heading "Form 33-109F6", and

(b) by adding the following immediately at the end:

Changes in outstanding legal actions

Registered firms are required to provide updates on the changes in legal actions reported in item 8.3 of Form 33-109F6. This includes new claims, defenses, counterclaims, third-party claims, amendments, settlements or resolutions of the claims (whether by judgment, dismissal or discontinuance), and appeals. In addition, we expect registered firms to inform regulators or, in Québec, the securities regulatory authority of any decisions in the legal action that could significantly adversely affect the firm's financial health or business or affect the outcome of the legal action. Reporting of discovery, procedural and scheduling developments, such as adjournments, is not required.

11. Section 3.2 is changed by adding "(Subsection 3.1(6))" at the end of the heading "Form 33-109F5".

12. Section 3.3 is changed by adding "(Paragraph 2.1(b); Form 33-109F4)" at the end of the heading "Form 33-109F3" and by replacing the second paragraph with the following:

Firms certify in Form 33-109F4 that if the business location is a residence, the individual conducting business from that business location has completed a Form 33-109F4. Form 33-109F4 contains a notice to the individual completing the form that the regulator or, in Québec, the securities regulatory authority may request consent to enter the residence for the administration of securities legislation..

13. Section 3.4 is changed by replacing "Appendix C" with "Appendix D".

14. Section 3.5 is changed

(a) by adding "(Section 4.2)" at the end of the heading "Form 33-109F1", and

(b) by replacing the two paragraphs following the heading with the following:

Under section 4.2 of the Rule, a registered firm must notify the regulator or, in Québec, the securities regulatory authority no more than 15 days after an individual ceased to have authority to act on behalf of the registered firm, as a registered individual or permitted individual. Typically, this occurs due to the cessation of the individual's employment, partnership or agency relationship with the registered firm. However, it also occurs when an individual is re-assigned to a different position at the registered firm that does not require registration or is no longer a permitted individual category. Section 4.2 requires that firms notify the regulator or, in Québec, the securities regulatory authority within 15 days of the date that the person ceased to have authority to act and not merely the end of an individual's employment, partnership or agency relationship. Please refer to the definition "cessation date". Form 33-109F1 is submitted through the NRD website to give notice of the cessation date and the reason for the cessation.

Under paragraph 4.2(1)(b) of the Rule, the information in Item 5 [Details about the cessation] of a Form 33-109F1 must be submitted unless the cessation of authority to act on behalf of the registered firm was caused by the death of the individual. A registered firm can submit the information in Item 5 either at the time of making the initial submission on NRD, if the information is available within that 15 day period, or within 30 days of the cessation date, by making an NRD submission entitled "Update / Correct Cessation Information"..

15. Section 4.1 is changed

(a) by adding "(Subsections 4.2(3) and (4))" at the end of the heading "Obligations of former sponsoring firm", and

(b) by replacing "10 days" with "15 days" wherever it appears.

16. Section 4.2 is changed

(a) by adding "(Section 5.1)" at the end of the heading "Obligations of new sponsoring firm", and

(b) by adding "sponsoring" before "firm" wherever it appears, except in the following sentence "If a sponsoring firm cannot obtain it from the sponsored individual, as a last resort the sponsored individual should request it from the regulator.", and

(c) by adding "or, in Québec, the securities regulatory authority" at the end of the second paragraph.

17. Appendix A is replaced with the following:

Appendix A

Summary of Notice Requirements in National Instrument 33-109

Description of Change

Notice Period

Section

Form Submitted

 

Firms -- Form 33-109F6 information

by e-mail, fax or mail

 

Part 1 -- Registration details

15 days

3.1(1.1)(b)

Form 33-109F5

 

Part 2 -- Contact information, including head office address (except 2.4)

15 days

 

Item 2.4 -- Agent and Address for service [Items 3 and 4 of Schedule B to Form 33-109F6]

15 days

3.1(4)

Schedule B to Form 33-109F6 Submission to jurisdiction

 

Part 3 -- Business history & structure

30 days

3.1(1.1)(a)

Form 33-109F5

 

Part 4 -- Registration history (except item 4.1)

15 days

3.1(1.1)(b)

 

Item 4.1 -- Securities registration

30 days

3.1(1.1)(a)

 

Part 5 -- Financial condition (except item 5.12)

15 days

3.1(1.1)(b)

 

Item 5.12 -- Auditor

30 days

3.1(1.1)(a)

 

Part 6 -- Client relationships (except items 6.1 and 6.2)

15 days

3.1(1.1)(b)

 

Item 6.1 -- Client assets

30 days

3.1(1.1)(a)

 

Item 6.2 -- Conflicts of interest

 

Part 7 -- Regulatory action

15 days

3.1(1.1)(b)

 

Part 8 -- Legal action

15 days

3.1(1.1)(b)

 

Firms -- other notice requirements

in NRD format

 

Open / change of business location (other than head office)

15 days

3.2

Form 33-109F3

 

Cessation of Authority of a registered or permitted individual -- Items 1-4 -- Item 5

15 days

4.2(2)(a)

Form 33-109F1

30 days

4.2(2)(b)

 

Individuals -- Form F4 information

in NRD format

 

Item 1 -- Name

15 days

4.1(1)(b)

Form 33-109F5

 

Item 2 -- Address (except items 2.1 and 2.2)

15 days

 

Item 2.1 -- Current and previous residential address

30 days

4.1(1)(a)

 

Item 2.2 -- Mailing address

 

Item 3 -- Personal information

No update required

4.1(2)

 

Item 4 -- Citizenship

30 days

4.1(1)(a)

 

Item 5 -- Registration jurisdictions

15 days

4.1(1)(b)

 

Item 6 -- Individual categories

15 days

 

Item 7 -- Address for service

15 days

 

Item 8 -- Proficiency

15 days

 

Item 9 -- Location of employment

15 days

 

Item 10 -- Reportable activities

30 days

 

Item 11 -- Previous employment

30 days

4.1(1)(a)

 

Item 12 -- Resignations and terminations

15 days

 

Item 13 -- Regulatory disclosure

15 days

 

Item 14 -- Criminal disclosure

15 days

4.1(1)(b)

 

Item 15 -- Civil disclosure

15 days

 

Item 16 -- Financial disclosure

15 days

 

Item 17 -- Ownership of securities

15 days

 

Change of F4: registrant position or relationship with sponsoring firm / permitted status

15 days

4.1(4)

Form 33-109F2

 

Review of a permitted individual

15 days after appointment

2.5

Form 33-109F4 or Form 33-109F7, subject to conditions

 

Automatic reinstatement of registration subject to conditions

within 90 days of cessation date

2.3(2)

Form 33-109F7

18. Appendix B is changed by

(a) replacing "representatives" with "Approved Persons" wherever it appears,

(b) deleting the comma after "Alberta Securities Commission",

(c) adding "Attention:" before "Registration" and deleting "department" after "Registration" in the portion under "Alberta" under "Part 1 -- Regulator's Contact Information",

(d) replacing "email: corporateaffairs@gov.yk.ca" with "e-mail: securities@gov.yk.ca",

(e) adding "Office of the Yukon" before "Superintendent of Securities",

(f) adding "C-6" after "P.O. Box 2703",

(g) deleting "** Newfoundland and Labrador -- IIROC **" from above "* Ontario -- IIROC *",

(h) inserting "** Newfoundland and Labrador -- IIROC **" and "** New Brunswick -- IIROC **" above "* Quebec -- IIROC *", and

(i) replacing the contact information below "* Quebec -- IIROC *" with the following:

e-mail: registration@iiroc.ca

fax: (514) 878-0797

Organisme canadien de réglementation du commerce

des valeurs mobilières

525 Viger Avenue West,

Suite 601

Montréal (Québec) H2Z 0B2

Attention : Service des inscriptions

19. The Companion Policy is changed by renaming "Appendix C" to "Appendix D".

20. The Companion Policy is changed by adding the following as "Appendix C":

Appendix C

Reportable Outside Activities

Report the outside activity

21. These changes become effective on June 6, 2022.

 

Annex H -- Blackline showing changes to 33-109CP

ANNEX H BLACKLINE OF CHANGES TO COMPANION POLICY 33-109CP REGISTRATION INFORMATION

This Annex shows, by way of blackline, changes to Companion Policy 33-109CP Registration Information that will take effect upon the coming into force of the rule amendments set out in Annex E. Additions are represented with underlined text and deletions are represented with strikethrough text.

Table of Contents

PART 1 -- GENERAL

1.1

Purpose

1.2

Definition of permitted individuals

1.3

Overview of the forms

1.4

Notice requirements

1.5

Contact information

 

PART 2 -- FORMS USED BY INDIVIDUALS

2.1

National Registration Database (NRD)

2.2

Form 33-109F4

2.3

Form 33-109F2

2.4

Form 33-109F5 for individuals

2.5

Form 33-109F7 for reinstatement

2.6

Business locations (Form 33-109F4 and Form 33-109F7)

2.7

Ongoing fitness for registration

 

PART 3 -- FORMS USED BY FIRMS

3.1

Form 33-109F6

3.2

Form 33-109F5

3.3

Form 33-109F3

3.4

Discretionary exemption for bulk transfers

3.5

Form 33-109F1

 

PART 4 -- DUE DILIGENCE BY FIRMS

4.1

Obligations of former sponsoring firm

4.2

Obligations of new sponsoring firm

 

PART 5 -- COMMODITY FUTURES ACT SUBMISSIONS

5.1

Ontario

5.2

Manitoba

 

Appendix A -- Summary of Notice Requirements in National Instrument 33-109

Appendix B -- Contact Information for the Regulators and IIROC

<<Appendix C -- Reportable Outside Activities>>

Appendix <<D>>C -- Discretionary Exemption for Bulk Transfers of Business Locations and Individuals

 

Companion Policy 33-109CP Registration Information

PART 1 -- GENERAL

1.1 Purpose

This Companion Policy sets out how the Canadian Securities Administrators interpret or apply National Instrument 33-109 Registration Information (the Rule).

The registration requirement in securities legislation provides protection to investors from unfair, improper or fraudulent practices and enhances capital market integrity and efficiency. The information required under the Rule allows regulators to assess a filer's fitness for registration or for permitted individual status, with regard to their solvency, integrity and proficiency. These fitness requirements are the cornerstones of the registration requirement. In each jurisdiction of Canada the registration requirement and the Rule apply to dealers, underwriters, advisers and investment fund managers and to individuals who act on their behalf as registered or permitted individuals.

1.2 Definition of permitted individuals (Section 1.1)

Section 1.1 of the Rule defines a permitted individual as an individual who meets the criteria set forth in paragraph (a), (b) or (c) of the definition. A permitted individual may or may not be a registered individual. For example, the chief executive officer of a registered firm is registered as the firm's ultimate designated person and is also a permitted individual. The definition of permitted individual allows the Rule to separate out the filing requirements which are applicable only to permitted individuals from those which are applicable to registered individuals.

1.3 Overview of the forms

The following forms are for firms:

• Form 33-109F3 Business Locations other than Head Office -- to disclose each business location of the firm and any change of business location

• Form 33-109F6 Firm Registration -- to apply for registration as a dealer, adviser or investment fund manager

The following forms are for individuals and are submitted in NRD format:

Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals -- to notify the regulator that a registered or permitted individual has ceased to have authority to act on behalf of the firmForm 33-109F1 Notice of End of Individual Registration or Permitted Individual Status -- to notify the regulator or, in Québec, the securities regulatory authority that a registered individual or permitted individual has ceased to have authority to act on behalf of the sponsoring firm

• Form 33-109F2 Change or Surrender of Individual Categories -- to apply for registration or review in an additional category or to surrender a category

• Form 33-109F4 Registration of Individuals and Review of Permitted Individuals -- to apply for registration or review as a permitted individual

• Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals -- to reinstate an individual's registration or a permitted individual status

1.4 Notice requirements (Sections 3.1 and 4.1)

Form 33-109F5 Change of Registration Information is used by firms and individuals to notify regulators of any change to their registration information. Under sections 3.1 and 4.1 of the Rule, a registrant and a permitted individual must keep their registration information current on an ongoing basis by filing notices of change of information within the required time.

Appendix A summarizes the notice requirements, time periods and the forms under the Rule to notify regulators of a change to a firm's or individual's registration information.

1.5 Contact information

When a firm submits a Form 33-109F6, supporting documents or a Form 33-109F5, it can make the submission using e-mail, fax or mail. Appendix B attached to this policy sets out the contact information for the regulator in each jurisdiction of Canada and for the Investment Industry Regulatory Organization of Canada (IIROC) in those jurisdictions where the securities regulatory authority has delegated, assigned or authorized IIROC to perform registration functions.

PART 2 -- FORMS USED BY INDIVIDUALS

2.1 National Registration Database (NRD)

The NRD is the database containing information about all registrants and permitted individuals under securities or commodity futures legislation in each jurisdiction of Canada. The requirement for firms to enrol, and to make certain submissions, on NRD are set out in National Instrument 31-102 National Registration Database. Detailed information about the NRD and the enrolment process is available in the NRD User Guide published at www.nrd-info.ca.

2.2 Form 33-109F4

Types of submissions using Form 33-109F4 (Subsections 2.2(1) and 2.5(1))

The NRD format for submitting a completed Form 33-109F4 under subsection 2.2(1) or 2.5(1) of the Rule include four distinct NRD submission types that are made in the following circumstances:

Initial Registration, when an individual is seeking registration, or review as a permitted individual, through NRD for the first time

Registration in an Additional Jurisdiction, when an individual is registered or is a permitted individual in a jurisdiction of Canada and is seeking registration, or review as a permitted individual, in an additional jurisdiction

Registration with an Additional Sponsoring Firm, when an individual is registered, or is a permitted individual, on behalf of one sponsoring firm and applies for registration, or seeks review as a permitted individual, to act on behalf of an additional sponsoring firm

Reactivation of Registration, when an individual who has an NRD record is applying for registration, reinstatement of registration or is seeking review as a permitted individual and is not eligible under subsection 2.3(2) or 2.5(2) of the Rule to submit a Form 33-109F7

Submissions by permitted individuals (Sections 2.3 and 2.5)

Under subsection 2.5(1) of the Rule, within 10 days15 days of becoming a permitted individual, the individual must submit a Form 33-109F4 for review by the regulator. An individual whose registration is suspended may apply to reinstate the registration by submitting a completed Form 33-109F4 to the regulator. This is done with the Reactivation of registration submission on NRD. After making this submission the individual may not conduct activities requiring registration unless and until the regulator has approved the application. However, an application for reinstatement or review is not required if the individual meets all of the conditions for automatic reinstatement in subsection 2.3(2) or 2.5(2) of the Rule, which include submitting a completed Form 33-109F7 to the regulator as described in section 2.5 below.

Relevant securities experience (Form 33-109F2 -- Item 4.3 and Schedule A; Form 33-109F4 -- Item 8.4 and Schedule F)

The regulators or, in Québec, the securities regulatory authority will assess whether an individual has gained relevant securities experience on a case-by-case basis. It may include experience acquired:

during employment at a registered dealer, a registered adviser or an investment fund manager;

in related investment fields, such as investment banking, securities trading on behalf of a financial institution, securities research, portfolio management, investment advisory services or supervision of those activities;

in legal, accounting or consulting practices related to the securities industry; and

in other professional service fields that relate to the securities industry, or in a securities-related business in a foreign jurisdiction.

The securities experience described should be relevant to the category applied for. Please see section 3.4 [Proficiency -- initial and ongoing] of the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations for more guidance on relevant securities experience.

Reportable activities (Form 33-109F4 -- Item 10 and Schedule G; Form 33-109F7 -- Item 7 and Schedule D)

Individuals must report all activities with their sponsoring firm and certain activities carried on outside of their sponsoring firm (which includes activities performed for affiliated entities of their sponsoring firm) in Form 33-109F4 and Form 33-109F7. Activity changes must be reported by the individuals in Form 33-109F5.

To illustrate the analysis on whether an activity outside of the sponsoring firm is reportable in Item 10.2 [Reportable outside activities] of Form 33-109F4 or in Item 7.2 [Reportable outside activities] of Form 33-109F7, Appendix C has been included in this Companion Policy.

The regulator or, in Québec, the securities regulatory authority will take into account reportable activities when assessing that individual's application for registration or continuing fitness for registration and the sponsoring firm's fitness for registration, including the following considerations in relation to the reportable activities:

whether there is a risk of client confusion and if so, what the risk is and whether there are effective controls and supervision in place to address the risk,

whether the reportable outside activity presents a material conflict of interest for the individual, and whether that material conflict of interest has been addressed in the best interest of the client,

whether the reportable outside activity provides the individual with access to privileged, confidential or insider information relevant to their registerable activities,

whether the individual will have sufficient time to effectively carry out their registerable activities, including remaining current on securities law and product knowledge,

whether the individual will be able to properly service clients.

Information on outside activities reported to the regulators or, in Québec, the securities regulatory authority also helps facilitate their understanding and supervision of registrants and, in some circumstances, may prompt further review of an applicant, a registrant, a permitted individual, or an unregistered person.

Although only certain outside activities are required to be reported to regulators or, in Québec, the securities regulatory authority, registrants are required to identify and address all material conflicts of interest and risks associated with their sponsored individuals, including those arising from outside activities that a registered individual may participate in. Accordingly, the assessment of material conflicts of interests by registrants should not be limited to only the outside activities reportable to regulators or, in Québec, the securities regulatory authority.

Category 1 -- Activities with another registered firm

Generally, we expect any activity with another registered firm to be reported, whether or not the activity at the other firm requires the individual to be registered. For example, the following roles are reportable: being an advising or dealing representative, owner, director, research analyst, compliance consultant, client relationship manager, human resources manager, or IT service provider for another registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If the individual is the owner (e.g., shareholder, partner), management (e.g., director or officer), or employee of an unregistered entity that receives compensation, such as sales commissions or referral fees, from a registered firm, this activity is reportable. For example, being an employee or owner of an entity that has entered into an agreement in the form set out in Schedule 'A' of MFDA Staff Notice MSN-0072 Payment of Commissions to Unregistered Corporations is reportable.

Category 3 -- Other securities-related activities

Activities that involve raising money for an entity, such as structuring the security or derivative, preparing the offering document, soliciting investors, or promoting the sale of a security or derivative is reportable. The activity must be reported if it was carried out any time in the last 7 years.

Given the role of a director or officer in a corporation as the directing mind and management and the nature of partnerships and trusts, we would consider a director, officer, partner, or equivalent position (such as trustees) of an entity that, within the last 7 years, raised money through the issuance of securities or derivatives to be directly involved and thus would be reportable. For example, being the President of a mortgage investment entity that is raising money would be reportable. We would also consider being a director or officer of a reporting issuer to be reportable, such as being a director of a TSX-listed company.

An individual who works at an entity that is raising money through the issuance of securities or derivatives, but has no direct involvement in the capital raising activity, such as a computer programmer at a fintech start-up, would not be required to report, unless the activity falls within another reporting category.

Similarly, charitable or other fundraising activities that do not involve the issuance of securities or derivatives would not be reportable. For example, volunteering for an organization to seek charitable donations would not be reportable.

Category 4 -- Provision of financial or finance-related services

An individual is required to report certain financial and finance-related activities whether or not compensation is received for providing the services. An individual is also expected to report if the individual is a shareholder, partner, director, or officer of an entity that provides one of those services. This includes activities where the individual is responsible for the oversight or provides independent review or expert opinion on the management of an entity's financial assets. For example, being a member of an investment committee that oversees the management of a university's endowment funds or a charity's financial capital, or being a trustee of a family trust.

Category 5 -- Positions of influence

A position of influence is defined in section 13.4.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. All positions of influence are reportable. Please see the guidance in section 13.4.3 of the Companion Policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Uncompensated activities and personal holding companies

Generally, uncompensated activities that do not involve securities or financial services and are not positions of influence are not reportable. For example, volunteer activities, such as being a little league soccer coach or volunteering at an animal shelter, are not required to be reported as they do not fall within Categories 1 to 5.

Additionally, involvement with entities with non-active operations, such as being the owner of a holding company (e.g., passive management of personal investments), would likely not be reportable. However, in some cases personal holding companies are used to hold securities of a registered firm and through this arrangement the individual receives indirect compensation from a registered firm. In this case the involvement with the holding company would be reportable under Category 2. In other circumstances the holding company is used to provide financial or finance-related services, to provide services for registered firms, or is otherwise involved in securities-related activities. If an individual's holding company is used for activities that would require disclosure under any of Categories 1 to 5, we would generally consider this entity to be active and the individual should disclose the individual's involvement with this entity.

Resignation and terminations (Form 33-109F4 -- Item 12 and Schedule I)

Individuals must report whether they have resigned or been terminated from a position or contract and whether, at the time of their resignation or termination, there existed allegations that the individual: (i) contravened any statutes, regulations, orders of a court or regulatory body, rules or bylaws, or failed to meet standards of conduct, (ii) failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules, bylaws or standards of conduct, or (iii) committed a fraud or the wrongful taking of property, including theft. Standards of conduct may be internal to the sponsoring firm, such as a sponsoring firm's policies and procedures, or may be external to the sponsoring firm, such as the standards of conduct of a professional body. Standards of conduct may include codes of conduct. Sales targets of the firm are not considered standards of conducts.

When providing information about resignations or terminations, individuals must disclose the day that they ceased to carry on duties for the entity or firm they resigned or were terminated from. This date may coincide with the end of the individual's employment, partnership or agency relationship. However, this date can also occur earlier, such as when an individual is subjected to an internal firm suspension or the individual's authority has otherwise been reduced or curtailed pending an internal review. Individuals should provide the date they ceased to carry on duties and not merely the end of an individual's employment, partnership or agency relationship.

Agent for service (Form 33-109F4 -- Item 18)

Item 18 Agent for service of Form 33-109F4 is a certification clause by the individual that he or she has completed the appointment for service required in each relevant jurisdiction. There is no distinct form under NI 33-109the Rule for the appointment of an agent for service for use by individuals. Please refer to the form used by the registered firm. This format is acceptable to the regulator.

2.3 Form 33-109F2 (Subsection 2.2(2), Section 2.4, Subsection 2.6(2), Subsection 4.1(4))

This form is used by individuals to apply to add or to surrender a registration category, to seek review of a change in their permitted individual category or to change any information on Schedule C of a previously submitted Form 33-109F4. If an individual has ceased to have authority to act on behalf of their sponsoring firm as a registered or permitted individual in the last jurisdiction of Canada where they were so acting, they cannot submit a Form 33-109F2. Instead, the individual's sponsoring firm submits a Form 33-109F1 to notify the regulator of the termination or cessation of authority to act on behalf of the firm.

2.4 Form 33-109F5 for individuals

When an individual submits a Form 33-109F5 to update their registration information, NRD will transmit the information to the regulator in each jurisdiction in which the individual is registered or is a permitted individual. However, only the principal regulator processes the submission to update the individual's registration information on NRD, or if necessary to deny or withdraw the submission.

Form 33-109F5 should not be used by an individual applying to add or surrender a registration category or to seek review of a change in his/her permitted individual category. In this case, Form 33-109F2 is used. It should also be noted that Form 33-109F5 is not used by an individual that is registered or is a permitted individual in a jurisdiction of Canada and is seeking registration, or review as a permitted individual, in an additional jurisdiction. In this case, a Form 33-109F4 is used and is identified on NRD as Registration in an Additional Jurisdiction. This also applies to an individual adding a sponsoring firm; Form 33-109F4 is used and is identified on NRD as Registration with an Additional Sponsoring Firm.

2.5 Form 33-109F7 for reinstatement (Sections 2.3 and 2.5)

When an individual leaves a sponsoring firm and joins a new registered firm, they may submit a Form 33-109F7 to have their registration or permitted individual status automatically reinstated in one or more of the same categories and jurisdictions as before, subject to all of the conditions set out in subsection 2.3(2) or 2.5(2) of the Rule. An individual who meets all of the applicable conditions will be able to transfer directly from one sponsoring firm to another and start engaging in activities requiring registration from the first day that they submit the Form 33-109F7. If certain allegations existed at the time of the individual leaving a sponsoring firm, then regardless of whether the allegations caused or contributed to the individual leaving, the individual may not use the Form 33-109F7. In addition, at the time the individual ceased to be a registered individual or permitted individual with the former sponsoring firm, all of the information previously submitted in Form 33-109F4, including Item 12, must have been up-to-date. If these conditions are not met, then the individual must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled "Reactivation of Registration".

2.6 Business locations (Form 33-109F4 and Form 33-109F7)

The term "business location" is defined in section 1.1 of the Rule. If the business location specified in Item 9 of Form 33-109F4 or Item 5 of NI 33-109F7 is a residence, the individual must certify in both these forms that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation.The term "business location" is defined in section 1.1 of the Rule. If the business location specified in Item 9 of Form 33-109F4 or Item 5 of Form 33-109F7 is a residence, the individual must acknowledge that the regulator or, in Québec, the securities regulatory authority may request consent to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation.

2.7 Ongoing fitness for registration

Every registrant must maintain their fitness for registration on an ongoing basis. Under securities legislation, the regulator has discretionary authority to suspend or revoke an individual's registration or to restrict it with terms and conditions at any time. The regulator may do this, for example, if it receives information through a notice of cessationtermination from an individual's former sponsoring firm or any other source that raises concerns about the individual's continued fitness for registration. Individuals will be given an opportunity to be heard before a decision is made to suspend or revoke registration or to impose terms and conditions.

PART 3 -- FORMS USED BY FIRMS

3.1 Form 33-109F6 (Paragraph 2.1(a))

When a firm submits a Form 33-109F6 to apply for registration, it may pay the regulatory fees to the applicable regulators by cheque or by using the NRD function called Resubmit Fee Payment. A firm that applies in multiple jurisdictions should submit its application to the regulator in the principal jurisdiction or, if Ontario is a non-principal jurisdiction, to the regulators in the principal jurisdiction and in Ontario. For more details refer to National Policy 11-204 Process for Registration in Multiple Jurisdictions.

Under section 4A.1 of Multilateral Instrument 11-102 Passport System, the principal regulator for a foreign firm is the securities regulatory authority or regulator identified in Item 2.2(b) of the firms most recent Form 33-109F6 or Form 33-109F5 Change of Registration Information if the change noted in that form relates to Item 2.2(b) of Form 33-109F6. For firms without a head office in Canada or not already registered in a jurisdiction of Canada, Item 2.2(b) of Form 33-109F6 specifies that the principal regulator is 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. Firms should determine whether to base the selection on where they expect to conduct most of their activities or where they conducted most of their activities the previous year based on which they feel is most appropriate.

The factors a firm should consider in identifying the principal regulator are:

• the jurisdiction in which the firm has a business location

• when applying for dealer registration or adviser registration, the jurisdiction in which the firm expects to have most of its clients as at the end of its current financial year or the jurisdiction in which most of the firm's clients were located at the end of its most recently completed financial year

• when applying for investment fund manager registration, the jurisdiction in which the firm expects to conduct most of its investment fund manager activities as at the end of its current financial year or the jurisdiction in which most of the firm's investment fund manager activities were conducted at the end of its most recently completed financial year

• when applying for investment fund manager registration and another category of registration, the jurisdiction in which firm expects to conduct most of the activities that require registration as at the end of its current financial year or conducted most of the activities that require registration as at the end of its most recently completed financial year based on the foregoing

Under section 4A.2 of Multilateral Instrument 11-102 Passport System, a securities regulatory authority or regulator has the discretion to change the principal regulator for the firm.

Changes in outstanding legal actions

Registered firms are required to provide updates on the changes in legal actions reported in Item 8.3 of Form 33-109F6. This includes new claims, defenses, counterclaims, third-party claims, amendments, settlements or resolutions of the claims (whether by judgment, dismissal or discontinuance), and appeals. In addition, we expect registered firms to inform regulators or, in Québec, the securities regulatory authority of any decisions in the legal action that could significantly adversely affect the firm's financial health or business or affect the outcome of the legal action. Reporting of discovery, procedural and scheduling developments, such as adjournments, is not required.

3.2 Form 33-109F5 (Subsection 3.1(6))

A firm that is registered in multiple jurisdictions may submit a Form 33-109F5 to its principal regulator only to notify regulators of a change to the firm's registration information, in accordance with subsection 3.1(6) of the Rule.

3.3 Form 33-109F3 (Paragraph 2.1(b); Form 33-109F4)

A firm must notify the regulator of each business location in the jurisdiction. The term "business location" is defined in section 1.1 of the Rule and may include a residence where a firm's registered individuals are based for the purpose of carrying out activities that require registration.

Firms certify in Item 22 of Form 33-109F4 that if the business location is a residence, the individual conducting business from that business location has completed a Form 33-109F4 certifying that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation.Firms certify in Form 33-109F4 that if the business location is a residence, the individual conducting business from that business location has completed a Form 33-109F4. Form 33-109F4 contains a notice to the individual completing the form that the regulator or, in Québec, the securities regulatory authority may request consent to enter the residence for the administration of securities legislation.

Firms submit this form through the NRD website.

3.4 Discretionary exemption for bulk transfers

Regulators will consider an application for an exemption from certain requirements in the Rule to facilitate a reorganization or combination of firms which would otherwise require a large number of submissions to change business locations and transfer individuals. The information required, and the conditions to obtain, this type of exemption application are described in the attached Appendix C Appendix D.

3.5 Form 33-109F1 (Section 4.2)

Under section 4.2 of the Rule, a registered firm must notify the regulator no more than 10 days after an individual ceased to have authority to act on behalf of the firm, as a registered or permitted individual. Typically, this occurs due to the termination of the individual's employment, partnership or agency relationship with the firm. However, it also occurs when an individual is re-assigned to a different position at the firm that does not require registration or is not a permitted individual category. Form 33-109F1 is submitted through the NRD website to give notice of the cessation date and the reason for the termination or cessation.

Under paragraph 4.2(1)(b) of the Rule, the information in Item 5 [Details about the termination] of a Form 33-109F1 must be submitted unless the cessation of authority to act on behalf of the firm was caused by the death of the individual. A firm can submit the information in Item 5 either at the time of the making the initial submission on NRD, if the information is available within that 10 day period, or within 30 days of the cessation date, by making an NRD submission entitled Update / Correct Termination Information.

Under section 4.2 of the Rule, a registered firm must notify the regulator or, in Québec, the securities regulatory authority no more than 15 days after an individual ceased to have authority to act on behalf of the registered firm, as a registered individual or permitted individual. Typically, this occurs due to the cessation of the individual's employment, partnership or agency relationship with the registered firm. However, it also occurs when an individual is re-assigned to a different position at the registered firm that does not require registration or is no longer a permitted individual category. Section 4.2 requires that firms notify the regulator or, in Québec, the securities regulatory authority within 15 days of the date that the person ceased to have authority to act and not merely the end of an individual's employment, partnership or agency relationship. Please refer to the definition "cessation date". Form 33-109F1 is submitted through the NRD website to give notice of the cessation date and the reason for the cessation.

Under paragraph 4.2(1)(b) of the Rule, the information in Item 5 [Details about the cessation] of a Form 33-109F1 must be submitted unless the cessation of authority to act on behalf of the registered firm was caused by the death of the individual. A registered firm can submit the information in Item 5 either at the time of making the initial submission on NRD, if the information is available within that 15 day period, or within 30 days of the cessation date, by making an NRD submission entitled "Update / Correct Cessation Information".

PART 4 -- DUE DILIGENCE BY FIRMS

4.1 Obligations of former sponsoring firm (Subsections 4.2(3) and (4))

After submitting a Form 33-109F1 with regard to a former sponsored individual, a firm should promptly send the individual a copy of the completed Form 33-109F1. Under subsections 4.2(3) and (4) of the Rule, within 10 days15 days of a request by a former sponsored individual, a firm must provide the individual with a copy of the Form 33-109F1 that was submitted, and if necessary, a further copy that includes the information in Item 5 of the Form 33-109F1, within 10 days15 days of submitting that information.

4.2 Obligations of new sponsoring firm (Section 5.1)

In fulfilling its obligations under subsection 5.1(1) of the Rule, a sponsoring firm should make reasonable efforts to do all of the following:

• establish written policies and procedures to verify an individual's information prior to submitting a Form 33-109F4 or Form 33-109F7 on behalf of the individual

• document the sponsoring firm's review of an individual's information in accordance with the sponsoring firm's policies and procedures

• regularly remind registered and permitted individuals about their disclosure obligations under the Rule, such as notifying the regulator about changes to their registration information

Under subsection 5.1(2) of the Rule, within 60 days of hiring a sponsored individual, a sponsoring firm must obtain a copy of the most recent Form 33-109F1, if any, for the individual. If a sponsoring firm cannot obtain it from the sponsored individual, as a last resort the sponsored individual should request it from the regulator or, in Québec, the securities regulatory authority.

The information referred to above will assist the sponsoring firm in meeting its obligations under subsection 5.1(1) of the Rule and should inform the sponsoring firm's hiring decisions. If an individual is hired before a completed Form 33-109F1 is available and if the sponsoring firm discovers an inconsistency in the individual's disclosure to the sponsoring firm or the regulator, then the sponsoring firm should take appropriate action. All of the required information should be available within 60 days of hiring the individual, which will often fall within the individual's probation period under their employment or agency contract.

PART 5 -- COMMODITY FUTURES ACT SUBMISSIONS

5.1 Ontario

In Ontario, if a person or company is required to make a submission under both the Rule and OSC Rule 33-506 (Commodity Futures Act) Registration Information with respect to the same information, the securities regulatory authority is of the view that a single filing on a form required under either rule satisfies both requirements.

5.2 Manitoba

In Manitoba, the Rule is a rule under each of the Securities Act and the Commodity Futures Act. A single submission with respect to the same information will satisfy the requirements of both statutes.

 

Appendix A Summary of Notice Requirements in National Instrument 33-109

Description of Change

Notice Period

Section

Form submitted

 

Firms -- Form 33-109F6 information

by e-mail, fax or mail

 

Part 1 -- Registration details

10 days

3.1(1)(b)

Form 33-109F5

 

Part 2 -- Contact information, including head office address (except 2.4)

10 days

 

Item 2.4 -- Agent and Address for service [Items 3 and 4 of Schedule B to Form 33-109F6]

10 days

3.1(4)

Schedule B to Form 33-109F6 Submission to jurisdiction

 

Part 3 -- Business history & structure

30 days

3.1(1)(a)

Form 33-109F5

 

Part 4 -- Registration history

10 days

3.1(1)(b)

 

Part 5 -- Financial condition

10 days

 

Part 6 -- Client relationships

10 days

 

Part 7 -- Regulatory action

10 days

 

Part 8 -- Legal action

10 days

 

Firms -- other notice requirements

in NRD format

 

Open / change of business location (other than head office)

10 days

3.2

Form 33-109F3

 

Termination / Cessation of Authority of a registered or permitted individual -- Items 1 -4 -- Item 5

10 days

4.2(2)(a)

Form 33-109F1

 

30 days

4.2(2)(b)

 

Individuals -- Form F4 information

in NRD format

 

Item 1 -- Name

10 days

4.1(1)(b)

Form 33-109F5

 

Item 2 -- Address

10 days

 

Item 3 -- Personal information

No update required

4.1(2)

 

Item 4 -- Citizenship

30 days

4.1(1)(a)

 

Item 5 -- Registration jurisdictions

10 days

4.1(1)(b)

 

Item 6 -- Individual categories

10 days

 

Item 7 -- Address for service

10 days

 

Item 8 -- Proficiency

10 days

 

Item 9 -- Location of employment

10 days

 

Item 10 -- Current employment

10 days

 

Item 11 -- Previous employment

30 days

4.1(1)(a)

 

Item 12 -- Terminations

10 days

 

Item 13 -- Regulatory disclosure

10 days

 

Item 14 -- Criminal disclosure

10 days

4.1(1)(b)

 

Item 15 -- Civil disclosure

10 days

 

Item 16 -- Financial disclosure

10 days

 

Item 17 -- Ownership of securities

10 days

 

Change of F4: registrant position or relationship with sponsoring firm / permitted status

10 days

4.1(4)

Form 33-109F2

 

Review of a Permitted individual

10 days after appointment

2.5

Form 33-109F4 or Form 33-109F7, subject to conditions

 

Automatic reinstatement of registration subject to conditions

within 90 days of cessation date

2.3(2)

Form 33-109F7

 

Appendix A Summary of Notice Requirements in National Instrument 33-109

<<Description of Change>>

<<Notice Period>>

<<Section>>

<<Form Submitted>>

 

<<Firms -- Form 33-109F6 information>>

<<by e-mail, fax or mail>>

 

<<Part 1 -- Registration details>>

<<15 days>>

<<3.1(1.1)(b)>>

<<Form 33-109F5>>

 

<<Part 2 -- Contact information, including head office address (except 2.4)>>

<<15 days>>

 

<<Item 2.4 -- Agent and Address for service [Items 3 and 4 of Schedule B to Form 33-109F6]>>

<<15 days>>

<<3.1(4)>>

<<Schedule B to Form 33-109F6 Submission to jurisdiction>>

 

<<Part 3 -- Business history & structure>>

<<30 days>>

<<3.1(1.1)(a)>>

<<Form 33-109F5>>

 

<<Part 4 -- Registration history (except item 4.1)>>

<<15 days>>

<<3.1(1.1)(b)>>

 

<<Item 4.1 -- Securities registration>>

<<30 days>>

<<3.1(1.1)(a)>>

 

<<Part 5 -- Financial condition (except item 5.12)>>

<<15 days>>

<<3.1(1.1)(b)>>

 

<<Item 5.12 -- Auditor>>

<<30 days>>

<<3.1(1.1)(a)>>

 

<<Part 6 -- Client relationships (except items 6.1 and 6.2)>>

<<15 days>>

<<3.1(1.1)(b)>>

 

<<Item 6.1 -- Client assets>>

<<30 days>>

<<3.1(1.1)(a)>>

 

<<Item 6.2 -- Conflicts of interest>>

 

<<Part 7 -- Regulatory action>>

<<15 days>>

<<3.1(1.1)(b)>>

 

<<Part 8 -- Legal action>>

<<15 days>>

<<3.1(1.1)(b)>>

 

<<Firms -- other notice requirements>>

<<in NRD format>>

 

<<Open / change of business location (other than head office)>>

<<15 days>>

<<3.2>>

<<Form 33-109F3>>

 

<<Cessation of Authority of a registered or permitted individual -- Items 1-4 -- Item 5>>

<<15 days>>

<<4.2(2)(a)>>

<<Form 33-109F1>>

 

<<30 days>>

<<4.2(2)(b)>>

 

<<Individuals -- Form F4 information>>

<<in NRD format>>

 

<<Item 1 -- Name>>

<<15 days>>

<<4.1(1)(b)>>

<<Form 33-109F5>>

 

<<Item 2 -- Address (except items 2.1 and 2.2)>>

<<15 days>>

 

<<Item 2.1 -- Current and previous residential address>>

<<30 days>>

<<4.1(1)(a)>>

 

<<Item 2.2 -- Mailing address>>

 

<<Item 3 -- Personal information>>

<<No update required>>

<<4.1(2)>>

 

<<Item 4 -- Citizenship>>

<<30 days>>

<<4.1(1)(a)>>

 

<<Item 5 -- Registration jurisdictions>>

<<15 days>>

<<4.1(1)(b)>>

 

<<Item 6 -- Individual categories>>

<<15 days>>

 

<<Item 7 -- Address for service>>

<<15 days>>

 

<<Item 8 -- Proficiency>>

<<15 days>>

 

<<Item 9 -- Location of employment>>

<<15 days>>

 

<<Item 10 -- Reportable activities>>

<<30 days>>

 

<<Item 11 -- Previous employment>>

<<30 days>>

<<4.1(1)(a)>>

 

<<Item 12 -- Resignations and terminations>>

<<15 days>>

 

<<Item 13 -- Regulatory disclosure>>

<<15 days>>

 

<<Item 14 -- Criminal disclosure>>

<<15 days>>

<<4.1(1)(b)>>

 

<<Item 15 -- Civil disclosure>>

<<15 days>>

 

<<Item 16 -- Financial disclosure>>

<<15 days>>

 

<<Item 17 -- Ownership of securities>>

<<15 days>>

 

<<Change of F4: registrant position or relationship with sponsoring firm / permitted status>>

<<15 days>>

<<4.1(4)>>

<<Form 33-109F2>>

 

<<Review of a Permitted individual>>

<<15 days after appointment>>

<<2.5>>

<<Form 33-109F4 or Form 33-109F7, subject to conditions>>

 

<<Automatic reinstatement of registration subject to conditions>>

<<within 90 days of cessation date>>

<<2.3(2)>>

<<Form 33-109F7>>

 

Appendix B Contact Information for the Regulators and IIROC

Part 1 provides the regulators' contact information for registrants in all categories, except for those in the jurisdictions and categories listed in Part 2

Part 2 below, provides IIROC's contact information in the jurisdictions where IIROC performs registration functions for representatives Approved Persons of investment dealers and, in some cases, for investment dealer firms

Part 1 -- Regulators' Contact Information

Alberta
British Columbia
<<e-mail: registration@asc.ca>>
<<e-mail: registration@bcsc.bc.ca>>
fax: (403) 297-4113
fax: (604) 899-6506
Alberta Securities Commission,
British Columbia Securities Commission
Suite 600, 250-5th St. SW
P.O. Box 10142, Pacific Centre
Calgary, AB T2P 0R4
701 West Georgia Street
<<Attention:>> Registration department
Vancouver, BC V7Y 1L2
Attention: Registration
 
Manitoba
New Brunswick
<<e-mail: registrationmsc@gov.mb.ca>>
<<e-mail: nrs@fcnb.ca>>
fax: (204) 945-0330
fax: (506) 658-3059
The Manitoba Securities Commission
Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick
500-400 St. Mary Avenue
Suite 300, 85 Charlotte Street
Winnipeg, MB R3C 4K5
Saint John, NB E2L 2J2
Attention: Registrations
Attention: Registration
 
Newfoundland and Labrador
Northwest Territories
<<e-mail: scon@gov.nl.ca>>
<<e-mail: SecuritiesRegistry@gov.nt.ca>>
fax: (709) 729-6187
fax: (867) 873-0243
Superintendent of Securities, Service NL
Government of the Northwest Territories
Government of Newfoundland and Labrador
Department of Justice
P.O. Box 8700, 2nd Floor, West Block
P.O. Box 1320
Confederation Building
Yellowknife, NWT X1A 2L9
St. John's, NL A1B 4J6
Attention: Exemption Review Staff
Attention: Registration Section
 
Nova Scotia
Nunavut
<<e-mail: nrs@novascotia.ca>>
<<e-mail: CorporateRegistrations@gov.nu.ca>>
fax: (902) 424-4625
fax: (867) 975-6594
Nova Scotia Securities Commission
Government of Nunavut
Suite 400, 5251 Duke Street
Department of Justice
Halifax, NS B3J 1P3
P.O. Box 1000 Station 570
Attention: Registration
Iqaluit, NU X0A 0H0
Attention: Superintendent of Securities
 
Ontario
Prince Edward Island
Telephone: (416) 593-8314
<<e-mail: ccis@gov.pe.ca>>
<<e-mail: registration@osc.gov.on.ca>>
fax: (902) 368-5283
Ontario Securities Commission
Securities Office
22nd Floor
Department of Community Affairs and Attorney General
20 Queen Street West
P.O. Box 2000, 95 Rochford Street
Toronto, ON M5H 3S8
Charlottetown, PE C1A 7N8
Attention: Compliance and Registrant Regulation
Attention: Superintendent of Securities
 
Québec
Saskatchewan
<<e-mail: inscription@lautorite.qc.ca>>
<<e-mail: registrationsfsc@gov.sk.ca>>
fax : (514) 873-3090
fax: (306) 787-5871
Autorité des marchés financiers
Financial and Consumer Affairs Authority of Saskatchewan
Direction de l'encadrement des intermédiaires
Suite 601
800 square Victoria, 22e étage
1919 Saskatchewan Drive
C.P 246, Tour de la Bourse
Regina, SK S4P 4H2
Montréal (Québec) H4Z 1G3
Attention: Registration
 
Yukon
<<e-mail: securitiescorporateaffairs@gov.yk.ca>>
fax: (867) 393-6251
Government of Yukon
<<Office of the Yukon>> Superintendent of Securities
P.O. Box 2703 <<C-6>>
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities

PART 2 -- Investment Industry Regulatory Organization of Canada Contact Information

** registration of investment dealer firms and their representatives Approved Persons**

* registration of investment dealer representatives Approved Persons*

** Alberta -- IIROC **
**British Columbia -- IIROC**
** Saskatchewan- IIROC **
<<e-mail: registration@iiroc.ca>>
<<e-mail: registration@iiroc.ca>>
fax: (403) 265-4603
fax: 604-683-3491
#2300, 355- 4th Avenue SW,
1055 West Georgia Street
Calgary, AB T2P 0J1
Suite 2800 -- Royal Centre
Attention: Registration department
Vancouver, BC V6E 3R5
Attention: Registration department
 
** Newfoundland and Labrador -- IIROC **
<<** Newfoundland and Labrador -- IIROC **>>
* Ontario -- IIROC *
<<** New Brunswick -- IIROC **>>
<<e-mail: registration@iiroc.ca>>
* Québec -- IIROC *
fax: (416) 364-9177
<<e-mail: registration@iiroc.ca>>
Suite 1600, 121 King Street West
fax: (514) 878-0797
Toronto, ON M5H 3T9
Organisme canadien de réglementation du commerce
Attention: Registration department
des valeurs mobilières
5 Place Ville Marie
Bureau 1550
Montréal (Québec) H3B 2G2
Attention : Service des inscriptions
<<e-mail: registration@iiroc.ca>>
<<fax: (514) 878-0797>>
<<Organisme canadien de réglementation du commerce>>
<<des valeurs mobilières>>
<<525 Viger Avenue West,>>
<<Suite 601>>
<<Montréal (Québec) H2Z 0B2>>
<<Attention: Service des inscriptions>>

 

Appendix C Reportable Outside Activities

Appendix c-1

 

Appendix CAppendix D Discretionary Exemption for Bulk Transfers of Business Locations and Individuals

(1) If a registered firm is acquiring a large number of business locations (for example, as a result of an amalgamation or asset purchase) from one or more other registered firms that are located in the same jurisdiction(s) and registered in the same categories as the acquiring firm, and if a significant number of individuals are associated on NRD with the business locations, the regulator will consider granting an exemption from any or all of the following requirements:

(a) to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of the Rule;

(b) to submit a registration application or a reinstatement notice for each individual seeking to be a registered individual under section 2.2 or 2.3 of the Rule;

(c) to submit a Form 33-109F4 or Form 33-109F7 for each permitted individual under section 2.5 of the Rule;

(d) to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of the Rule.

(2) The exemption application should be submitted by the registered firm that will acquire control of the business locations at the closing of the transaction and should be submitted well in advance of the date (transfer date) on which the business locations will be transferred. It would typically be sufficient if a firm submits the application at least 30 days before the transfer date. An application for this type of exemption should include the following information:

(a) the name and NRD number of the registered firm that will acquire control of the business locations;

(b) for each registered firm that is transferring control of the business locations;

(i) the name and NRD number of the registered firm,

(ii) the address and NRD number of each business location that is being transferred from the registered firm named in (b)(i) to the registered firm named in (a),

(iii) the date that the business locations and individuals will be transferred to the registered firm named in (a).

(3) If the exemption is granted, as soon as practicable after the transfer date, the regulator will instruct the NRD administrator to record on NRD the transfer of the business locations, registered individuals and permitted individuals.

(4) Bulk transfers involving firms that are registered in different categories or different jurisdictions may need to take additional steps. Firms involved in such a transaction should contact their principal regulator to discuss what steps are required for the firm to be eligible for a bulk transfer exemption as described above.

(5) A firm applying for this type of exemption in more than one jurisdiction should refer to National Policy 11-203 Process for Exemption Applications in Multiple Jurisdictions for guidance on the form of application and the information required. The firm may set out the information referred to in (2) as follows:

A) Registered firm that will acquire the business locations

Name:

Firm NRD number:

B) Registered firm transferring the business locations

Name:

Firm NRD number:

Business locations that will be transferred

Address of business location:

NRD number of business location:

Address of business location:

NRD number of business location:

(Repeat for each business location as necessary)

C) Date that business locations will be transferred:

 

Annex I -- Amendments to NI 31-103

ANNEX I

AMENDMENTS TO NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is amended by this Instrument.

2. Section 12.7 is repealed and replaced with the following:

Notifying the regulator or the securities regulatory authority of a change, claim or cancellation

12.7

(1) A registered firm must, as soon as possible, notify the regulator or, in Québec, the securities regulatory authority in writing of any change in, claim made under, or cancellation of any bonding or insurance required under this Division.

(2) Subsection (1) does not apply with respect to a renewal of bonding or insurance if the term of the renewal is for a period of at least one year and the insurance policy had not lapsed at the time of renewal.

3. The Instrument is amended by adding the following section:

13.4.3 Restrictions on a registered individual who is in a position of influence

(1) In this section, "position of influence" means a position, other than a position with a sponsoring firm, if, due to the nature of the position or the training or specialized knowledge required for the position, an individual in that position would be considered by a reasonable person to have influence over another individual.

(2) For greater certainty, a position of influence under subsection (1) includes the following:

(a) a leader in a religious or similar organization;

(b) a medical doctor;

(c) a nurse;

(d) a professor, instructor or teacher at a degree or diploma granting institution;

(e) a lawyer;

(f) a notary.

(3) A registered firm must not knowingly permit a registered individual of the firm who is in a position of influence to purchase or sell securities or derivatives for, or recommend the purchase, sale or holding of securities or derivatives to,

(a) an individual who

(i) has a relationship with the registered individual arising from the position of influence, and

(ii) to a reasonable person, would be considered to be susceptible to the registered individual's influence, or

(b) a spouse, parent, sibling, grandparent or child of an individual referred to in paragraph (a).

(4) A registered individual who is in a position of influence must not purchase or sell securities or derivatives for, or recommend the purchase, sale or holding of securities or derivatives to

(a) an individual who

(i) has a relationship with the registered individual arising from the position of influence, and

(ii) to a reasonable person, would be considered to be susceptible to the registered individual's influence, or

(b) an individual that the registered individual knows is a spouse, parent, sibling, grandparent or child of an individual referred to in paragraph (a).

4.

(1) This Instrument comes into force on June 6, 2022.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 6, 2022, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

Annex J -- Changes to 31-103CP

ANNEX J

CHANGES TO COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

1. Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations is changed by this Document.

2. Section 13.4 is changed by replacing the subheading "Individuals who have outside business activities" and the 6 paragraphs that follow the subheading with the following:

Individuals who have activities outside of the sponsoring firm

(a) Firm oversight of outside activity and reportable outside activity

The regulator will take into account and require reporting of certain outside activities of a registered individual when assessing that individual's application for registration or continuing fitness for registration, as well as the firm's fitness for registration. Please see the Companion Policy to National Instrument 33-109 Registration Information for more information.

Registered firms, on the other hand, are required to have policies and procedures to identify and address material conflicts of interest and risks arising from all outside activities that their registered individuals may participate in. This assessment by registrants should not be limited to only the outside activities reportable by registered firms to regulators. In particular, registered firms and registered individuals must determine whether an outside activity is a conflict of interest and determine whether the conflict of interest is material in the circumstances. Please refer to other areas in section 13.4 of this Companion Policy for more information.

(b) Conflicts and other risks arising from outside activities

Registered individuals' activities outside of their sponsoring firm may impact a registered individual's and a registered firm's ability to deal fairly, honestly and in good faith with their clients and to meet their obligations as a registrant, and may give rise to risks in the following areas:

• Outside activities may create material existing or potential conflicts of interest between a registered individual and the registered individual's clients, for example, because the compensation they receive for these activities, or the nature of the relationship between the individual and the outside entity, may cause some registered individuals to put their interests ahead of their clients' interests.

• Outside activities could interfere with the registered individual's ability to properly carry out the registrable activities. For example, if the outside activity requires the registered individual to work full-time during day-time hours, this could lead to insufficient time to properly service clients or to properly carry out the registrable activities, including remaining current on securities law and product knowledge.

• Outside activities could lead to client confusion, particularly where the outside activity relates to financial services (such as financial and estate planning, tax preparation, insurance, mortgage brokerage). The client may view the outside activity as part of the registered firm's activities. This may occur where the same premises, email address, business cards, mailing address, or telephone numbers are used. The outside business activity could expose the registered firm to complaints and litigation.

• When a registered individual in a position of influence deals with or advises clients or potential clients who may be susceptible to that influence, investor protection concerns arise. For example, the registered individual may use the position of influence to cause another individual to become a client or the other individual may be persuaded to purchase a security based upon their opinion of the registered individual and not upon the merits of the security or the other individual's investment needs and objectives. Such registrants must comply with additional requirements set out in section 13.4.3 [Restrictions on a registered individual who is in a position of influence].

• The outside activity may be prohibited by law or regulation. For example, section 4.1 prohibits a registered individual from acting for another registered firm in certain circumstances and section 11.8 prohibits tied selling.

• Where a registered individual has outside activities, the individual may improperly use information obtained from the registered firm in the outside activity. Clients may have only provided confidential information for the purposes of dealing with the registered individual at the registered firm and not for use in the outside activity. If this information is privileged, confidential or insider information, the registered individual's use of this information in the outside activities may impact the registered firm's ability to comply with securities laws.

• Outside activities may reveal registrable activities being carried on by the registered individual outside of the registered individual's firm or with other unregistered persons. They may also reveal non-compliance with securities laws or otherwise objectionable conduct.

In order to be able to assess the conflicts and other risks, we expect registered firms to establish a reporting mechanism that requires their registered individuals to report their outside activities. Before approving any outside activities, registered firms are required to consider existing or potential material conflicts of interest and other risks that arise from outside activities. If the firm cannot properly address a material conflict of interest in the best interest of the client and manage the risks in accordance with prudent business practices, it should not permit the outside activity.

In addition, registered individuals are required to promptly report to their sponsoring firm any material conflict which arises between a registered individual and the registered individual's client in accordance with subsection 13.4.1(2). The registered individual must avoid carrying out the outside activities if controls are not enough to address the conflict in the best interest of clients and must not engage in the outside activity until the registered firm has given its approval for the outside activity.

(c) Monitoring and supervising individuals' outside activities

A registered firm is responsible for monitoring and supervising their registered individuals. This includes the activities outside of their sponsoring firm that the registered individuals participate in.

Monitoring and supervising registered individuals' outside activities helps registered firms meet their regulatory obligations, including:

• compliance with the requirement to operate an effective compliance system under section 11.1 [Compliance system and training],

• the conflicts of interest provisions set out in section 13.4 [Identifying, addressing and disclosing material conflicts of interest -- registered firm], and

• the restrictions on clients set out in section 13.4.3 [Restrictions on a registered individual who is in a position of influence].

When the regulator reviews how a registered firm monitors and supervises their registered individuals' outside activities, we expect firms to:

• have appropriate policies and procedures to identify material conflicts of interest arising from outside activities and address these conflicts of interest in the best interest of clients, and that include a broad definition of "outside activities".

• require registered individuals to disclose to their firm and require the firm to review and approve all outside activities prior to the activities commencing.

• have policies and procedures to determine that outside activities do not:

• involve activities that are inconsistent with securities legislation, IIROC requirements or MFDA requirements, as applicable,

• interfere with the registered individual's ability to perform the registered individual's regulatory obligations and to update the registered individual's knowledge and training to keep pace with new securities, services and developments in the industry that are relevant to the registered individual's business, and

• interfere with the registered individual's ability to properly service clients.

• provide training or education on outside activities, including the need to report on changes in outside activities and the restrictions on a registered individual who is in a position of influence as to the clients the registered individual can deal with or advise.

• require registered individuals to disclose to any new sponsoring firm, and require that new sponsoring firm to review and approve, all outside activities prior to the registered individual joining the new sponsoring firm.

• assess whether the registered firm has the necessary information and is able to properly supervise and monitor the outside activities.

• maintain records documenting its supervision of its individuals' outside activities and store these records so that they are available for review by regulators.

• take appropriate supervisory actions when the registered firm identifies non-compliance with its policies on outside activities, such as no or late reporting of an outside activity.

• identify existing and reasonably foreseeable material conflicts of interest and take appropriate steps to address such conflicts in the best interest of clients.

• permit only outside activities that do not impair the ability to provide adequate client service, including, where necessary, having an alternate representative available for the client.

• make a determination that the outside activity is consistent with the registrant's duty to deal fairly, honestly and in good faith with its clients.

• implement risk management, including proper separation of the outside activity and the registerable activity.

• assess the exposure of the registered firm to complaints and litigation arising from the outside activities.

• assess whether the registered firm's knowledge of its registered individual's lifestyle is commensurate with its knowledge of the registered individual's activities and stay alert to other indicators of possible fraudulent activity. For example, if information comes to the registered firm's knowledge (including through a client complaint) that a registered individual's lifestyle is not commensurate with the registered individual's compensation by the firm, we would expect the registered firm to make further inquiries to assess the situation.

Failure to fulfil these responsibilities may be taken into consideration in assessing the firm's continued fitness for registration.

Registered firms should consider the following additional practices in relation to the monitoring and supervision of their registered individuals' outside activities:

• using standard forms and/or questionnaires to collect and assess their registered individuals' outside activities.

• having an intake method for registered individuals to disclose these outside activities to the firm.

• providing guidelines that describe what an outside activity is and the types of outside activities that are restricted or prohibited by securities laws or by the registered firm.

• having active involvement of the appropriate staff of the registered firm in the oversight of outside activities.

• performing internet searches or branch reviews to identify non-disclosed outside activities.

• having their registered individuals provide annual certifications for attesting compliance with policies relating to outside activities.

• providing monthly or quarterly reminders to their registered individuals to report changes to their outside activities.

• disclosing outside activities to clients using a standard form that is tailored for each outside activity.

• obtaining acknowledgement from clients that they do not fall within the class of individuals that a registered individual who is in a position of influence may not trade for or advise.

Because the nature of outside activities as well as the individual's registered activities may evolve over time, the registered firm is responsible to monitor and supervise outside activities in such a way that material conflicts are continually addressed in the best interest of clients and the risks are managed in accordance with prudent business practices.

3. The Companion Policy is changed by adding the following section after section 13.4.1:

13.4.3 Individuals in a position of influence

When considering the approval of a registered individual's outside activity, registered firms are expected to understand the nature of the activity and determine if the activity puts the registered individual in a position of influence. Additional regulatory requirements apply where the activity of a registered individual is a position of influence. These requirements do not apply where the individual is solely a permitted individual (i.e., the individual is not registered).

A registered firm is expected to have appropriate policies and procedures in place

• to identify all registered individuals who are in a position of influence,

• to provide reasonable assurance that the registered individual does not trade or advise in securities or derivatives with clients who are subject to that influence, and

• to report the position of influence as a reportable activity to regulators.

Where a registered firm has assessed that a position is not a position of influence, we expect registered firms to have documented their assessment at the time the assessment is made and have this documentation available to regulators upon request. Additionally, the conflicts of interest requirements set out in section 13.4 and 13.4.1 continue to apply to these activities. Only the requirements in section 13.4.3 would not apply.

Under section 13.4.3, certain specific roles are considered positions of influence. For example, a leader in a religious organization or other similar organization is a person who provides leadership or guidance on the faith in a recognized capacity in the organizational structure of the faith, such as a priest, deacon, rabbi, cantor or imam. It may be a position appointed by the faith's organization or selected by the congregation. It does not include any person who is responsible for only clerical or administrative duties, or any person who is only a member of the congregation. Other roles within the faith's organization that extend beyond clerical and administrative duties should be assessed on a case-by-case basis as to whether they are positions of influence. If a registered individual is known to the client or potential client through the registered individual's role as a religious authority figure, it could influence the client's perceptions of the risks of the security or investment strategy, or of the duty of care owed by the registered individual.

An assessment of other positions is required. Registered firms could consider the following non-exhaustive factors to determine whether the outside activity puts the registered individual in a position of influence:

• the degree of influence that the registered individual has through that position due to the functions of the position, the prestige of the position or the training or specialized knowledge required for the position,

• the degree to which a person may be confused as to whether the registered individual is acting in the capacity as a registrant or in another capacity, and

• the degree of susceptibility another person has to the registered individual in that position due to the other person's reliance on or perception of the registered individual's specialized knowledge, expertise, or trustworthiness associated with the role.

If both the degree of influence by the registered individual in the position of influence and the confusion or susceptibility of a person subject to that influence are considered significant, a registered firm is expected to consider the outside activity to be a position of influence.

The determination of whether the registered individual is in a position of influence will be based on the specific facts and will be determined in light of all relevant considerations and the surrounding circumstances. A position that would not normally be a position of influence could be in certain circumstances. We expect firms to be sufficiently aware of their sponsored individual's activities to determine whether a particular activity may rise to the level of a position of influence.

For example, an individual who is a primary care physician would be viewed as being in a position of influence. The physician has specialized medical knowledge and training that patients would not have. Patients see the physician when they are unwell, are reliant on the physician for their health, and may view the physician favourably based on the medical treatment they received, which may make them susceptible to influence. In this scenario, the physician would not be permitted to trade or advise in securities or derivatives with current or ongoing patients of the physician.

However, an assessment of other health care roles is required to determine if it is a position of influence. For example, dentists, optometrists, and technical workers at a medical facility, such as X-ray technicians and data health management coordinators, are not considered to be positions of influence because the degree of susceptibility is not significant.

A caregiver in an assisted living facility may be a position of influence. The caregiver's primary role is to provide care to residents in the assisted living facility, which includes making care decisions. The residents and their family members would be reliant on the caregiver for the quality of care received and would not easily be able to change facilities.

Below are other examples of activities that registered firms may consider as positions of influence due to the influence they carry in their specialized role, coupled with the susceptibility of the persons who receive the services:

• A correctional officer working in the criminal justice system

• A youth mentor in an organized program

• Social workers who serve a vulnerable client base (e.g., substance abuse programs, mental health care)

• An immigration consultant

An example of an activity that may not be a position of influence is an instructor for a hobby or recreational course, such as learning to paint or dance, as opposed to a university or college course in finance required for a degree or diploma. While the instructor of a hobby or recreational course may grade students' work, the instructor does not have influence because the course is being taken for recreational or hobby purposes. The students are also not susceptible since the instructor is not grading the students for the purposes of granting a degree or diploma and the students do not rely on the grades for future education and employment opportunities.

Some elected officials, such as school trustees, would also not be considered positions of influence. While they may be influential, generally, they serve a broad base of people and may not use their position unilaterally. Therefore, the degree of susceptibility of their constituents does not rise to the level present in the examples above and in the expressly identified positions set out in paragraphs 13.4.3(2)(a) to (f) of the definition of position of influence.

However, there may be circumstances where an elected official may be in a position of influence. More prominent elected officials might be in a position of influence, as a potential client might be under the impression that specific securities or portfolio advice are being endorsed or approved by a governmental body. In particular, potential clients might view products offered by a prominent elected official to be of lower risk by virtue of the identity of the registered individual. Similarly, the perceived risk of an investment might be influenced if the registered individual is known to the client through the registered individual's role as a caregiver or, as noted above, as a religious authority figure.

A landlord would not be considered to be in a position of influence. While the landlord has power over their tenant in relation to the tenant's ability to continue to rent the accommodation, we would not view the degree of power of the landlord and the degree of susceptibility of the tenant to meet the level of a position of influence.

Individuals who are an executor or trustee of an estate or hold a power of attorney over another person would not, in our view, be in a position of influence. In these cases, the individual has been appointed to act on behalf of an estate or another person. The registered individual's influence is limited only to that estate or person and the individual has a fiduciary duty to act in the best interest of the estate or person. However, there is an inherent conflict of interest for a registrant to have full control or authority over the financial affairs of a client. In our experience, this is almost always a material conflict of interest. SRO rules only permit an individual to act as an executor, trustee, or power of attorney in certain circumstances. Registrants that are members of an SRO must comply with their SRO requirements. Where the individual is not subject to SRO rules, we expect registered firms to have policies and procedures in place such that these conflicts are identified and are either avoided or otherwise addressed in the client's best interest.

4. These changes become effective on June 6, 2022.

 

Annex K -- Local matters

ANNEX K

LOCAL MATTERS

The main body of the CSA Notice of Amendments along with its annexes provides a summary of the substance and purpose of amendments to NI 33-109 and NI 31-103 and changes to 33-109CP and 31-103CP, a description of notable changes to the Proposals, and summary of comments and responses. The amendments to OSC Rule 33-506 are discussed in the OSC Notice of Amendments below.

Authority for Amendments

The rule making authority for the amendments to NI 33-109 and NI 31-103 is provided in paragraphs 1 of subsection 143(1) of the Securities Act (Ontario).

The rule making authority for the amendments to OSC Rule 33-506 is provided in paragraphs 1 and 33 of subsection 65(1) of the Commodity Futures Act (Ontario) (the CFA).

Delivery to Minister of Finance

The amendments to NI 33-109, NI 31-103, OSC Rule 33-506 and other required materials were delivered to the Minister of Finance on or about December 13, 2021.

The Minister may approve or reject the amendments to NI 33-109, NI 31-103, OSC Rule 33-506 or return any of them for further consideration. If the Minister approves NI 33-109, NI 31-103 and OSC Rule 33-506 or does not take any further action by March 1, 2022, the amendments to NI 33-109, NI 31-103, and OSC Rule 33-506 will come into force and the 33-109CP, 31-103CP and the Companion Policy to OSC Rule 33-506 will come into force on June 6, 2022.

 

OSC Notice of Amendments to OSC Rule 33-506 (Commodity Futures Act) Registration Information and Changes to the Companion Policy to OSC Rule 33-506 (Commodity Futures Act) Registration Information

OSC Notice of Amendments to OSC Rule 33-506 (Commodity Futures Act) Registration Information and Changes to the Companion Policy to OSC Rule 33-506 (Commodity Futures Act) Registration Information

December 16, 2021

Introduction

In a notice published today, the Canadian Securities Administrators (the CSA) is adopting targeted amendments (the CSA Amendments) to registration information requirements to provide greater clarity on the information to be submitted, to help individuals and firms (collectively, Registrants) provide complete and accurate registration information, and to reduce the regulatory burden of doing so, while allowing the CSA to receive the information necessary to carry out its regulatory roles (the CSA Notice). The CSA Amendments address issues identified by CSA staff and respond to concerns raised by individuals and firms. In this notice, we refer to firms who are registered or applying for registration, and individuals who are registered, are permitted individuals, or are applying for registration or to be permitted individuals, collectively as Registrants.

In Ontario, the Commodity Futures Act (Ontario) (the CFA) regulates all commodity futures contracts and commodity futures options trading on commodity exchanges. The CFA, among other matters, provides for the registration of persons and companies who trade in or advise on commodity futures contracts or commodity futures options.

Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information (OSC Rule 33-506) sets out the registration information requirements. It carries on a similar role as National Instrument 33-109 Registration Information, but in relation to the CFA.

Accordingly, in addition to and consequent to the CSA Amendments set out in the annexes to the CSA Notice, the Ontario Securities Commission (the OSC) is also adopting:

• amendments to Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information (OSC Rule 33-506), and

• changes to the Companion Policy to Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information (33-506CP).

We refer to the amendments to OSC Rule 33-506 and the changes to 33-506CP collectively as the OSC Amendments.

Substance and Purpose

We are adopting the OSC Amendments for the same reasons as the adoption of the CSA Amendments. In particular, the OSC Amendments will provide greater clarity on the information to be submitted, to help Registrants provide complete and accurate registration information, and to reduce the regulatory burden of doing so, while allowing the OSC to receive the information necessary to carry out its regulatory roles.

Summary of Changes

Appendix A includes a summary of notable changes made to the version of OSC Rule 33-506 and 33-506CP published for comment on February 4, 2021 (the OSC Proposals). The changes are substantially the same as the notable changes made to the CSA Amendments and are also set out in Annex A of the CSA Notice. As these changes are not material, we are not publishing the changes for a further comment period.

Summary of Written Comments Received

The comment period for the OSC Proposals ended on May 5, 2021. No comment letters were received.

However, 21 comments letters were received in respect of the CSA Notice and Request for Comment regarding the proposed amendments to National Instrument 33-109 Registration Information and changes to the Companion Policy to National Instrument 33-109 Registration Information and consequential amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and changes to the companion policy to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the CSA Request for Comments). The names of the commenters and a summary of their comments, together with the CSA's responses, are contained in Annex B of the CSA Notice.

Anticipated Costs and Benefits of Proposed OSC Rule 33-506

The anticipated costs and benefits of the amendments to OSC Rule 33-506 are substantially the same as described in the CSA Request for Comments.

Authority for Amendments to OSC Rule 33-506

The rule making authority for the amendments to OSC Rule 33-506 is provided in paragraphs 1 and 33 of subsection 65(1) of the CFA.

Delivery to Minister of Finance

The amendments to OSC Rule 33-506 and other required materials were delivered to the Minister of Finance on or about December 13, 2021.

The Minister may approve or reject the amendments to OSC Rule 33-506 or return them for further consideration. If the Minister approves OSC Rule 33-506 or does not take any further action by March 1, 2022, the amendments to OSC Rule 33-506 will come into force and the 33-506CP will come into force on June 6, 2022.

Registrants will be required to provide and keep up-to-date the amended registration information after that date.

Contents of Appendices

This Notice includes the following appendices:

• Appendix A -- Summary of Notable Changes to the OSC Proposals

• Appendix B -- Amendments to OSC Rule 33-506

• Appendix C -- Blackline of OSC Rule 33-506

• Appendix D -- Changes to 33-506CP

• Appendix E -- Blackline of 33-506CP

Please refer your questions to either of the following:

Elizabeth King
Colin Yao
Deputy Director, Compliance and Registrant Regulation Branch
Legal Counsel, Compliance and Registrant Regulation Branch
416.204.8951
416.593.8059
<<eking@osc.gov.on.ca>>
<<cyao@osc.gov.on.ca>>
 
Gloria Tsang
Senior Legal Counsel, Compliance and Registrant Regulation Branch
416.593.8263
gtsang@osc.gov.on.ca

 

Appendix A -- Summary of Notable Changes to the OSC Proposals

APPENDIX A

SUMMARY OF NOTABLE CHANGES TO THE OSC PROPOSALS

This appendix summarizes the notable changes to the OSC Proposals. In addition to the changes summarized in this appendix, the OSC Amendments also include technical drafting changes and clarifications.

Reportable activities

The OSC Proposals provided that there would be six categories of Outside Activities that are reportable to regulators:

1. Activities with another registered firm

2. Activities with an entity that receives compensation from another registered firm for the Registrant's registrable activity

3. Other securities-related activities

4. Provision of financial or finance-related services

5. Positions of influence

6. Specified activities.

Based on comments received, we have made the following revisions:

• We have removed the requirement to report Category 6 [Specified activities] to the Commission on the basis that Categories 1 to 5 allow the Commission to receive the information necessary to carry out its regulatory role. Although activities that fall within Category 6 are no longer reportable to the Commission{1}, firms are responsible for conflicts of interest arising from all Outside Activities (even if they are not reportable to us) and for ensuring their registered individuals have sufficient time to perform the registrable activity and properly service clients, and to maintain their proficiency.

We have also revised Appendix C of the Companion Policy to OSC Rule 33-506 (Commodity Futures Act) Registration Information, which illustrates the analysis on whether an activity outside of the sponsoring firm is reportable, to reflect the removal of Category 6 and have reproduced it below.

Report the outside activity

• We have clarified the following:

• Firms are required to identify and address material conflicts of interest arising from the Registrants' Outside Activities and these Outside Activities may not be limited to those reportable to the securities regulatory authorities.

• An individual's activity with an affiliated entity is a reportable Outside Activity if it falls within Categories 1 to 5.

• The description of the activities that fall within Category 4 [Provision of financial or finance-related services].

• Volunteer activities are not reportable, unless they fall within Categories 1 to 5.

Reporting deadlines

We published proposals to extend some reporting deadlines such that Registrants would be required to submit registration information generally either within 15 days or 30 days. However, we did not propose changes to the reporting deadlines for changes in an individual's status, such as becoming a permitted individual or ceasing to be an Individual Registrant, which are reportable within 10 days of the change in status.

Based on the feedback received that three different reporting deadlines would add complexity and increase the likelihood of errors, we changed the deadline to report becoming a permitted individual or ceasing to be an Individual Registrant to 15 days, such that there are generally two reporting deadlines -- 15 days or 30 days. A longer reporting period does not raise regulatory risk when an individual ceases to have authority as an Individual Registrant and we are aware through other regulatory filings of when an individual will become a permitted individual.

As a result of this change, we have made a consequential change to extend the deadline for the registered firm to provide an Individual Registrant with a copy of Form 33-506F1 Notice of End of Individual Registration or Permitted Individual Status (Notice of Cessation) from 10 days to 15 days. This change is necessary to align the firm's filing deadline of the Notice of Cessation with the Commission. Otherwise, in certain circumstances, the registered firm would be required to provide the Individual Registrant with the Notice of Cessation before the registered firm is required to file it with the Commission.

Common errors and updated certificate requirements

The OSC Proposals included changes to address the receipt by the Commission of Registration Forms that are incomplete and/or inaccurate because

• the registration information requirement is unclear,

• despite the certification requirement, the Registrant is not carefully completing the Registration Form,

• the Registrant does not understand the registration information requirements,

• the sponsoring firm, who is required to have discussed the Registration Form with the Individual Registrant, is not providing adequate support, and/or

• the Registrant is not being forthright.

The OSC Proposals also make changes to address areas of the Individual Registration Form that are more likely to be filled out incorrectly.

After considering the comments received and the results of the test conducted, we have made the following revisions:

• As criminal disclosures are reported in a different section of the form, we have decided not to amend Item 12.3 of Form 33-506 Registration of Individuals and Review of Permitted Individuals (33-506 Individual Registration Form). Individual Registrants will continue to be required to report resignations or terminations when at the time of resignation or termination, there was an allegation that the Individual Registrant committed fraud or the wrongful taking of property, including theft.

• We have removed the requirement in Item 12 of the 33-506 Individual Registration Form to report resignations and terminations following allegations that the Individual Registrant violated, or failed to appropriately supervise compliance with, the rules or bylaws or standards of conduct of an industry association.

• We have further revised the language in Item 16 of the 33-506 Individual Registration Form to clarify that Individual Registrants are required to report bankruptcies no matter how long ago the bankruptcy occurred.

• We have amended section 2.3 of OSC Rule 33-506 to clarify when an Individual Registrant's NRD record is up-to-date so that Form 33-506 Reinstatement of Registered Individuals and Permitted Individuals may be used and have provided guidance in Annex C of the CSA Notice relating to when Individual Registrants should review and respond to items in NRD that read "there is no response to this question".

• We have added instructions in Item 13.3 of the 33-506 Individual Registration Form to make clear that only registration and licences that involve dealing with the public are to be disclosed.

• Where education and course information are to be reported, we have further clarified that only those required for the registration categories or IIROC approval should be disclosed.

• We have clarified that reporting securities experience applies to certain supervisors and have included instructions for applicants seeking registration as advising representatives limited to client relationship management.

Regulatory burden of certain reporting requirements

In the OSC Proposals, to address concerns that some specific registration information requirements may create a disproportionate reporting burden relative to their original purpose, we proposed changes to:

• Reduce the requirement for reporting changes in percentage ownership on an ownership chart to when the percentage ownership exceeds or falls below 10%, 20% or 50%;

• Provide a mechanism for a registered firm to delegate to another registered firm the requirement to notify the Director of changes in certain registration information;

• Remove the requirement to report a change in the expiry date of a registered firm's insurance policy where the insurance policy has not lapsed and there have been no other changes to the insurance policy;

• Provide additional guidance on changes in litigation to be reported; and

• Remove the requirement that the Form 33-506F6 Firm Registration be witnessed.

We continue to believe these changes will reduce the burden on Registrants, without impacting the Commission's ability to oversee Registrants. However, based on the comments received, we have clarified certain aspects of these changes, including:

• In relation to delegating reporting to an authorized affiliate, we have clarified that the certificate of the delegation is only required to be filed once, unless there is a change to the authorized affiliate and in that case, an updated certificate should be filed.

• We have revised the guidance on reporting status updates to litigation to provide more details.

Collecting information on professional titles

The OSC Proposals introduced a new requirement for Individual Registrants to report to the Commission the titles they use.

We acknowledge the comments received suggesting alternative ways for regulators to collect this information, but have maintained the information requirement for Individual Registrants to report their titles. This information implements the CSA's oversight for the new section 13.18 of NI 31-103 introduced as part of the Client Focused Reforms that prohibits Registrants from holding out their services in any manner that could reasonably be expected to deceive or mislead any person as to:

• their proficiency, experience or qualifications;

• the nature of the person's relationship or potential relationship with the Registrant; or

• the products or services provided or that might be provided.

However, we have clarified that Individual Registrants are to provide the business titles and professional designations that they use or will use once registered, and to keep this information up-to-date.

{1} The Director has the discretion to request more information in these areas on a case-by-case basis. Individual Registrants will continue to be required to report the number of hours they work for their sponsoring firm.

 

Appendix B -- Amendments to OSC Rule 33-506

APPENDIX B

AMENDMENTS TO ONTARIO SECURITIES COMMISSION RULE 33-506 (COMMODITY FUTURES ACT) REGISTRATION INFORMATION

1. Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information is amended by this Instrument.

2. Section 1.1 is amended

(a) in the definition of "cessation date" by deleting ", because of the end of, or a change in, the individual's employment, partnership, or agency relationship with the firm", and

(b) by replacing the definition of "Form 33-506F1" with the following:

"Form 33-506F1" means Form 33-506F1 Notice of End of Individual Registration or Permitted Individual Status;.

3. Section 2.1 is amended by replacing paragraph (a) with the following:

(a) electronically in accordance with Ontario Securities Commission Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission, a completed Form 33-506F6, excluding questions 1.4(a), 2.6 and 6.2, and.

4. Subsection 2.3(2) is amended

(a) by replacing paragraph (b) with the following:

(b) in the case of the individual ceasing to be a registered individual or a permitted individual of the sponsoring firm, at the time of cessation there was no allegation against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation of any of the following:

(i) a crime;

(ii) a contravention of any statute, regulation, or order of a court or regulatory body;

(iii) a contravention of any rule or bylaw of an SRO, of a professional body, or of a similar organization;

(iv) a failure to meet any standard of conduct of the sponsoring firm or of any professional body;, and

(b) by adding the following paragraphs:

(b.1) on or before the cessation date, the individual notified, in accordance with section 4.1, the Director of any change to the information previously submitted in the individual's Form 33-506F4;

(b.2) if the Form 33-506F7 is submitted on or after June 6, 2023, on the date Form 33-506F7 is submitted, the individual's information in the National Registration Database does not state "there is no response to this question" for any item of the individual's Form 33-506F4;.

5. Section 2.4 is amended

(a) by replacing "10 days" with "15 days" wherever it appears, and

(b) in subsection (2), by replacing paragraph (c) with the following:

(c) the conditions in paragraphs 2.3(2)(b), (b.1), (b.2) and (c) are met..

6. Section 3.1 is amended

(a) by replacing subsection (1) with the following:

(1) In this section, "authorized affiliate" means, in respect of a registered firm, another registered firm that

(a) is an affiliate of the registered firm, and

(b) has the same principal regulator as the registered firm.

(1.1) Subject to subsection (3), a registered firm must notify the Director of a change to any information previously submitted in Form 33-506F6 or under this subsection as follows:

(a) for a change to information previously submitted in relation to any of the following parts or items of Form 33-506F6, within 30 days of the change:

(i) part 3 [Business history and structure];

(ii) item 4.1 [Securities registration];

(iii) item 5.12 [Auditor];

(iv) item 6.1 [Client assets];

(v) item 6.2 [Conflicts of interest];

(b) for a change to information previously submitted in relation to any other part of Form 33-506F6, within 15 days of the change.,

(b) in subsection (2) by replacing "subsection (1)" with "subsection (1.1)",

(c) by adding the following subsection:

(2.1) A registered firm may delegate to an authorized affiliate the duty to notify the Director under subsection (1.1) of a change to information previously submitted if all of the following apply:

(a) the change in information relates only to one or more of the following items or parts of Form 33-506F6:

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi) part 7 [Regulatory action];

(vii) part 8 [Legal action];

(b) the registered firm has filed a certificate, executed by the officer or partner authorized to certify and sign Form 33-506F5, with the Director, that confirms all of the following:

(i) the registered firm has delegated to the authorized affiliate the duty to notify the Director of a change to any information set out in paragraph (a),

(ii) the full legal name and NRD number of the registered firm and the authorized affiliate, and

(iii) that the following certification of the registered firm applies to each notice of change submitted by the authorized affiliate:

"I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.";

(c) the registered firm directs the authorized affiliate to include the full legal name and NRD number of the registered firm and to state the following in each notice of change submitted by the authorized affiliate:

"The registered firm has delegated to the authorized affiliate the duty to notify the Director of a change to any of the following items or parts of Form 33-506F6:

(i) item 3.12 [Ownership chart];

(ii) item 4.1 [Securities registration];

(iii) item 4.3 [Membership of exchange or SRO];

(iv) item 4.5 [Refusal of registration, licensing or membership];

(v) item 4.6 [Registration for other financial products];

(vi) part 7 [Regulatory action];

(vii) part 8 [Legal action].", and

(d) in subsection (3), by replacing "subsection (1)" with "subsection (1.1)", by replacing "termination" with "cessation" in paragraph (b), and by adding the following paragraphs:

(e) a change in a person or company's ownership of the firm's voting securities referred to in item 3.12 of Form 33-506F6, if the change did not result in the person or company's percentage ownership falling below or exceeding 10%, 20%, or 50% of the firm's voting securities;

(f) a renewal of bonding or insurance referred to in item 5.5 or in item 5.6 of Form 33-506F6, if the bonding or insurance has not lapsed and the only change is the expiry date of the bonding or insurance to a new date that is at least one year from the previous expiry date..

7. Section 3.2 is amended by replacing "10" with "15" wherever it appears.

8. Section 3.3 is repealed.

9. Section 4.1 is amended

(a) by replacing in subsection (1) "regulator" with "Director" and "10" with "15",

(b) by replacing in subsection (2) "regulator" with "Director" and "Items 4, 8 and 11" with "Items 2.1, 2.2, 4, 10 and 11",

(c) by replacing subsection (3) with the following:

(1) Despite subsection (1), a registered individual or permitted individual is not required to notify the Director if the change relates to any of the following:

(a) information previously submitted in item 3 [Personal information] of Form 33-506F4;

(b) the individual ceasing to have authority to act on behalf of the sponsoring firm as a registered individual or be a permitted individual of the sponsoring firm if a Form 33-506F1 is required to be submitted by the sponsoring firm under subsection 4.3(1)., and

(d) by replacing paragraph (5)(a) with the following:

(a) a change in a category of permitted activities of a permitted individual,.

10. Section 4.3 is amended

(a) by replacing subsection (1) with the following:

(1) A registered firm must notify the Director if an individual ceases to have authority to act on behalf of the registered firm as a registered individual or be a permitted individual by submitting Form 33-506F1 to the Director in accordance with Ontario Securities Commission Rule 31-509 National Registration Database (Commodity Futures Act) with

(a) items 1 to 4 of the Form completed, and

(b) item 5 of the Form completed unless the reason for cessation under item 4 was death of the individual.. and

(b) by replacing "10 days" with "15 days" wherever it appears.

11. The Instrument is amended by adding the following section:

Updating NRD

4.4 A registered individual or permitted individual must submit in accordance with Ontario Securities Commission Rule 31-509 National Registration Database (Commodity Futures Act) to the Director a completed Form 33-506F5 for any item of the individual's Form 33-506F4 in the National Registration Database that states "there is no response to this question" by the earlier of

(a) the date the individual is required to notify the Director under subsection 4.1(1) or 4.1(2) of the first change after June 6, 2022 to any information previously submitted in respect of the individual's Form 33-506F4, and

(b) June 6, 2023..

12. Paragraph 5.1(3)(b) is amended by replacing "regulator" with "Director".

13. Form 33-506F1 Notice of Termination of Registered Individuals and Permitted Individuals (section 4.2)is amended

(a) by replacing the title with the following

"Form 33-506F1 Notice of End of Individual Registration or Permitted Individual Status (section 4.2)",

(b) by adding the following immediately before the heading "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory authority (SRO) that

• I have read this form and understand all matters within this form, including the questions, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm. By checking this box, I certify that the firm

(a) provided me with all of the information on this form, and

(b) makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(c) by deleting the heading "Terms" and replacing the between the heading "Terms" and "How to submit the form" with the following:

As set out in section 1.1 of Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information, "cessation date" means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm.,

(d) by replacing the text between the heading "When to submit the form" and before the heading "Item 1 Terminating firm" with the following:

As set out in paragraph 4.3(2)(a) of Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information, you must submit the responses to Items 1, 2, 3 and 4 within 15 days of the cessation date.

If you are required to complete Item 5, you must submit those responses within 30 days of the cessation date. If you are submitting the responses to Item 5 in NRD format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type called "Update/Correct Cessation Information" to complete Item 5 of this form.;

(e) in Item 1, by replacing in the heading "Terminating" with "Former sponsoring",

(f) in Item 2, by replacing in the heading "Terminated individual" with "Individual",

(g) in Item 3, by deleting in the heading "terminated",

(h) by replacing Item 4 with the following:

Item 4 Date and reason for cessation

1. Cessation date ____________________ (YYYY/MM/DD)

The above date is the last day on which the individual had authority to act as a registered individual on behalf of the sponsoring firm, or the last day on which the individual was a permitted individual of the sponsoring firm.

2. Reason for cessation (check one):

Resigned -- voluntary

[ ]

 

Resigned -- at the firm's request

[ ]

 

Terminated in good standing

[ ]

 

Terminated for cause

[ ]

 

Completed temporary employment contract

[ ]

 

Retired

[ ]

 

Deceased

[ ]

 

Other

[ ]

If "Other", explain: ____________________

(i) in Item 5, by replacing in the heading "termination" with "cessation" and by replacing the text between the heading and the sentence "Answer the following questions to the best of the firm's knowledge." with the following:

Complete Item 5 except if the individual is deceased. In the space below

• state the reason(s) for the cessation and

• provide details if the answer to any of the following questions is "Yes".

[For NRD format only:]

[ ] This information will be disclosed within 30 days of the cessation date

[ ] Not applicable: individual is deceased

(j) in Item 5, by replacing in question 7 "outside business activity" with "outside activity",

(k) by repealing Items 7 and 8.

14. Form 33-506F2 Change or Surrender of Individual Categories (section 2.2(2), 2.4, 2.6(2) or 4.1(4))is amended

(a) by adding the following text between the title "Form 33-506F2Change or Surrender of Individual Categories (section 2.2(2), 2.4, 2.6(2) or 4.1(4))" and the heading "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matter within this form, including the questions,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in item 6.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) in Item 4, by deleting "industry" in the subheading "3. Relevant securities industry experience" and by replacing the text between that subheading and "Item 5 Reason for surrender" with the following:

Do you have relevant securities experience?

Yes [ ] No [ ] N/A [ ]

If you are an individual applying for IIROC approval, select "N/A".

If "Yes", complete Schedule A.,

(c) by replacing Item 6 with the following:

Item 6 Notice and consent for collection and use of personal information

1. Notice of collection and use of personal information

Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule B. Any of the securities regulatory authorities or SROs set out in Schedule B may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule B. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs.

The information submitted by you on this form with your consent, or collected indirectly with your authorization, may be collected

• at any time during your registration or while you are a permitted individual, or

• at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm.

If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule B for details.

Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

2. Consent to collect and use personal information

By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above.

The personal information that each securities regulatory authority or SRO collects includes the following:

• the personal information provided in this form;

• the personal information provided by your sponsoring firm;

• registration or financial services licensing information;

• law enforcement records, including police records;

• credit records;

• bankruptcy or other insolvency records;

• employment records and information received from an employer;

• records and information received from entities you had or have an independent contractor or agency relationship with;

• personal information available online;

• records from governmental or regulatory authorities, SROs or professional bodies;

• records of, and used in, court proceedings, including probation records.;

(d) by repealing Item 7,

(e) by repealing Item 8,

(f) by replacing Schedule A with the following:

Schedule A

Relevant securities experience (Item 4)

Instructions:

Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information.

If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know-your-client information; or number of years of experience conducting suitability assessments.

If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: "Individual seeking registration as CRM AR".

For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience.

1. If you are applying

• to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or

• for any other category, describe the relevant securities industry experience that you have gained.

For each position in which you gained relevant experience, provide the following information:

(a) the name of the firm or entity with which you gained this experience;

(b) your title;

(c) the start and end dates of this position;

(d) the details of the activities you performed that are relevant for the category of registration that you are applying for;

(e) the percentage of your time in this position that was spent on activities relating to the experience.

______________________________

______________________________

______________________________

2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for:

______________________________

______________________________

______________________________

(g) in Schedule B, by replacing "Notice of" in the title with "notice and consent for",

(h) in Schedule B in the portion of the Form under the contact information for British Columbia, by replacing "Freedom of Information Officer" with "Registration staff" and adding "E-mail: Registration@bcsc.bc.ca" at the end,

(i) in Schedule B in the portion of the Form under the contact information for Saskatchewan, by deleting "Deputy" after "Attention:" and adding at the end "E-mail: registrationfcaa@gov.sk.ca",

(j) in Schedule B in the portion of the Form under the contact information for Nova Scotia, by replacing "Deputy Director, Capital Markets" with "Registration",

(k) in Schedule B in the portion of the Form under the contact information for Yukon, by adding "Office of the Yukon" before "Superintendent of Securities" and replacing "(867) 667-5314" with "(867) 667-5466", and

(l) in Schedule B in the portion of the Form under the contact information for Northwest Territories, by deleting "Deputy" after "Attention:".

15. Form 33-506F3 Business Locations Other Than Head Office (section 3.2)is amended

(a) by adding the following text between the title "Form 33-506F3Business Locations Other Than Head Office (section 3.2)" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions,

• if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-506F4 Registration of Individuals and Review of Permitted Individuals, and

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

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm.

[ ] By checking this box, I, the authorized firm representative, certify that

(a) the firm provided me with all of the information on this form, and

(b) the firm makes the certification above.

Non-NRD format:

By signing below, I, on behalf of the firm, make the certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) by adding the following text at the end of Item 3:

Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

(c) by repealing Item 4,

(d) by repealing Item 5,

(e) by repealing Item 6, and

(f) by repealing Schedule A.

16. Form 33-506F4 Registration of Individuals and Review of Permitted Individuals (section 2.2)is amended

(a) by adding the following text between the title "Form 33-506F4Registration of Individuals and Review of Permitted Individuals (section 2.2)" and "GENERAL INSTRUCTIONS":

WARNING -- It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

Individual

I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that

• I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 9,

• I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions,

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

• if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval.

I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 20.

Firm

I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that

• the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and

• I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions.

NRD format:

[ ] I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that

(a) the firm provided me with all of the information on this form and makes the firm certification above,

(b) the individual provided the firm with all of the information on this form and makes the individual certification above, and

(c) the individual provided the above consent and authorization for the collection and use of the individual's personal information.

Non-NRD format:

Individual

By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information.

Signature of individual ____________________

Date signed ____________________ (YYYY/MM/DD)

Firm

By signing below, I, on behalf of the firm, make the firm certification above.

Name of firm ____________________

Name of authorized signing officer or partner ____________________

Title of authorized signing officer or partner ____________________

Signature of authorized signing officer or partner ____________________

Date signed ____________________ (YYYY/MM/DD)

(b) in Item 5, by replacing the portion of the Form in section 2 with the following:

2. Check each jurisdiction where you are seeking registration or, if you are seeking review as a permitted individual, check each jurisdiction where your sponsoring firm is registered:

[ ] All jurisdictions

[ ] Alberta

[ ] British Columbia

[ ] Manitoba

[ ] New Brunswick

[ ] Newfoundland and Labrador

[ ] Northwest Territories

[ ] Nova Scotia

[ ] Nunavut

[ ] Ontario

[ ] Prince Edward Island

[ ] Québec

[ ] Saskatchewan

[ ] Yukon,

(c) in Item 8, by replacing the portion of the Form after the subheading "1. Course, examination or designation information and other education" and before the subheading "2. Student numbers" with the following:

Complete Schedule E to state each course, examination and designation that

• is required for the registration categories or SRO approval categories you are applying for, and

• you have successfully completed or, if you are an IIROC applicant, have been exempted from.

[ ] Check here if you are not required under securities legislation or derivatives legislation (including commodity futures legislation), or the rules of an SRO, to satisfy any course, examination or designation requirements.,

(d) by adding at the end of Item 9 the following:

6. Notice regarding a business location that is a residence

For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO.

If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence.

If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location.

(e) in Item 8, by deleting "industry" in the subheading "4. Relevant securities industry experience" and replacing the text between that subheading and "Item 9 Location of employment" with the following:

If you are an individual applying for IIROC approval, select "N/A".

Do you have relevant securities experience?

Yes [ ] No [ ] N/A [ ]

If "Yes", complete Schedule F.,

(f) by replacing Item 10 with the following:

Item 10 Reportable activities

1. Activities with your sponsoring firm

Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities-related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule G: "Individual is seeking registration as CRM AR."

Complete a Schedule G with respect to your roles and responsibilities with your sponsoring firm.

2. Reportable outside activities

Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business-related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule G for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule G identifying all the activities performed.

Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable.

Category 1 -- Activities with another registered firm

Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities.

If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule G for the registered firm.

Category 2 -- Activities with an entity that receives compensation from a registered firm

If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule G for the specified entity.

For the purposes of this category, "specified entity" means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm.

Category 3 -- Other securities-related activities

Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable.

If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity's securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule G for each entity for which you performed these activities.

Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity.

Category 4 -- Provision of financial or finance-related services

Instructions: All activities in this category are reportable whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or fina