Form 33-109F6 Firm Registration

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.
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Contents of the form
This form consists of the following:
Part 1 – Registration details
Part 2 – Contact information
Part 3 – Business history and structure
Part 4 – Registration history
Part 5 – Financial condition
Part 6 – Client relationships
Part 7 – Regulatory action
Part 8 – Legal action
Part 9 – Certification
Schedule A – Contact information for notice of collection and use of personal information
Schedule B – Submission to jurisdiction and appointment of agent for service
Schedule C – Form 31-103F1 Calculation of excess working capital
You are also required to submit the following supporting documents with your completed form:
1.
2.
3.
4.
5.
6.
7.
8.
9.
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.
Schedule B – Submission to jurisdiction and appointment of agent for service for each jurisdiction where
the firm is seeking registration (question 2.4)
Business plan, policies and procedures manual, and client agreements (except in Ontario) (question 3.3)
Constating documents (question 3.7)
Organization chart (question 3.11)
Ownership chart (question 3.12)
Calculation of excess working capital (question 5.1)
Directors’ resolution approving insurance (question 5.7)
Audited financial statements (question 5.13)
Letter of direction to auditors (question 5.14)
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 33109CP Registration Information.
We may accept the form in other formats. Please check with the regulator before you complete, submit and
file the form. If you are completing the form on paper and need more space to answer a question, use a
separate sheet of paper and attach it to this form. Clearly identify the question number.
You must include all supporting documents with your submission. We may ask you to provide other
information and documents to help determine whether the firm is suitable for registration.
In most of this form, answers are required to questions that apply only to Canadian provinces and territories;
you will find that the questions are referenced to “jurisdictions” or “jurisdiction of Canada”. These refer to all
provinces and territories of Canada. However, the questions in Part 4 – Registration History and Part 7 –
Regulatory Action are to be answered in respect of any jurisdiction in the world.
It is an offence under securities legislation and derivatives legislation, including commodity futures
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legislation, to give false or misleading information on this form.
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 1-888-5287741 or visit its website at www.cai.gouv.qc.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.
1.2
Firm’s NRD number
1.3
Why are you submitting this form?
For more
information,
visit www.nrdinfo.ca.
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.
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1.4
In what category and jurisdiction is the firm seeking registration? Check all that apply.
(a)
Categories under securities legislation
Jurisdiction
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)
(b)
Category
AB
BC
MB
NB
NL
NS
NT
NU
ON
PE
QC
SK
YT
Investment
dealer
Mutual fund
dealer
Scholarship
plan dealer
Exempt
market dealer
Restricted
dealer
Investment
fund manager
Portfolio
manager
Restricted
portfolio
manager
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 also
act as a:
Derivatives dealer
Yes
No
Derivatives portfolio manager
Yes
No
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1.5
Exemptions
Is the firm applying for any exemptions under securities or derivatives legislation?
Yes
No
If yes, provide the following information for each exemption:
Type of exemption
Legislation
Jurisdiction(s) where the firm has applied for the exemption
AB
BC
MB
NB
NL
NS
NT
NU
ON
PE
QC
SK
YT
Part 2 – Contact information
Addresses
2.1
A post office
box on its own
is not
acceptable for
a head office
address.
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
(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.
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Canada is the
firm’s principal
regulator in
Canada.
A post office
box is
acceptable for a
mailing
address.
AB
2.3
BC
MB
NB
NL
NS
NT
NU
ON
PE
QC
SK
YT
Mailing address
Same as the head office address
Address line 1
Address line 2
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
City
Province/territory/state
Country
Postal/zip code
Address for service and agent for service
Attach a completed Schedule B Submission to jurisdiction and appointment of agent for service for
each jurisdiction of Canada where the firm is seeking registration and does not have an office.
Contact names
2.5
A registered
firm must have
an individual
registered in
the category of
ultimate
designated
person.
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
2.6
City
Province/territory/state
Country
Postal/zip code
Chief compliance officer
Same as ultimate designated person
A registered
firm must have
an individual
registered in
the category of
Legal name
Officer title
Telephone number
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chief
compliance
officer.
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.
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:
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:
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
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requested they be provided.
History of the firm
3.4
When was the firm created?
yyyy/mm/dd
3.5
How was the firm created?
New start-up
Merger or amalgamation
Reorganization
Other statutory arrangement
3.6
Go to question 3.7.
Go to question 3.6.
Go to question 3.6.
Please specify below and go to question 3.6.
Predecessors
List the entities that were merged, amalgamated, reorganized or otherwise arranged to create the
firm.
3.7
Constating documents
Attach the legal documents that established the firm as an entity, for example, the 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
Corporation
Other
3.9
This is the
firm’s corporate
registration
number or
Québec
enterprise
number (NEQ).
Name of general partner ______________________________
Please specify______________________________________
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
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3.10
Permitted individuals
List all permitted individuals of the firm.
Name
3.11
Title
NRD number, if
applicable
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.
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?
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Yes
No
If yes, provide the following information for each exemption:
Type of exemption
Regulator/organization
Date of exemption (yyyy/mm/dd)
Jurisdiction
4.3
Membership in an exchange or SRO
In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been a
member of a securities or derivatives exchange, SRO or similar organization?
Yes
No
If yes, provide the following information for each membership:
Name of entity
Organization
Date of membership (yyyy/mm/dd)
Expiry date, if applicable (yyyy/mm/dd)
Jurisdiction
4.4
Exemption from membership in an exchange or SRO
Is the firm currently relying on any exemptions from membership with a securities or derivatives
exchange, SRO or similar organization?
Yes
No
If yes, provide the following information for each exemption:
Type of exemption
Organization
Date of exemption (yyyy/mm/dd)
Jurisdiction
4.5
Refusal of registration, licensing or membership
Has the firm, or any predecessors or specified affiliates of the firm been refused registration, licensing
or membership with a financial services regulator, securities or derivatives exchange, SRO or similar
organization?
Yes
No
If yes, provide the following information for each refusal:
Name of entity
Reason for refusal
Regulator/organization
10
Date of refusal (yyyy/mm/dd)
Jurisdiction
4.6
Examples of
other financial
products
include financial
planning, life
insurance and
mortgages.
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
Part 5 – Financial condition
Capital requirements
5.1
Calculation of excess working capital
Attach the firm’s calculation of excess working capital.
5.2

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.
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 ($)
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5.3
See Schedule
C Form 31103F1
Calculation of
Excess
Working
Capital.
Guarantors
In relation to its business, does the firm:
Yes
No
(a) Have any guarantors?
(b) Act as a guarantor for any party?
If yes, provide the following information for each guarantee:
Name of party to the guarantee
NRD number, if applicable
Relationship to the firm
Amount of guarantee ($)
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.
5.4
This information
is on the
financial
institution bond.
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.
5.5
This information
is on the binder
of insurance or
on the financial
institution bond.
Bonding or insurance details
Name of insurer
Bond or policy number
Specific insuring agreements and clauses
12
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.
5.6
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.
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
Which insurance policy applies to your representatives?
Firm's policy
5.7
Individual's policy
Both
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 ($)
13
Reason for claim
Date resolved (yyyy/mm/dd)
Result
Jurisdiction
Solvency
5.9
Bankruptcy
In the last seven years, has the firm or any of its specified affiliates declared bankruptcy, made an
assignment or proposal in bankruptcy, or been the subject of a petition in bankruptcy, or the
equivalent in any jurisdiction?
Yes
No
If yes, provide the following information for each bankruptcy or assignment in bankruptcy:
Name of entity
Reason for bankruptcy or assignment
Date of bankruptcy, assignment or petition
(yyyy/mm/dd)
Date discharge granted, if applicable
(yyyy/mm/dd)
Name of trustee
Jurisdiction
If applicable, attach a copy of any discharge, release or equivalent document.
5.10
Appointment of receiver
In the last seven years, has the firm or any of its specified affiliates appointed a receiver or receiver
manager, or had one appointed, or the equivalent in any jurisdiction?
Yes
No
If yes, provide the following information for each appointment of receiver:
Name of entity
Date of appointment (yyyy/mm/dd)
Reason for appointment
Date appointment ended (yyyy/mm/dd)
Reason appointment ended
Name of receiver or receiver manager
Jurisdiction
Financial reporting
5.11
Financial year-end
(mm/dd)
14
If the firm has not established its financial year-end, explain why.
Provide the
name of the
individual
auditing the
financial
statements and
the name of the
firm, if
applicable.
5.12
Auditor
Name of auditor and accounting firm
5.13
Audited financial statements
(a)
(b)
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 52107.
If the audited financial statements attached for item (a) were prepared for a period ending
more than 90 days before the date of this application, also attach an interim financial report
for a period of not more than 90 days before the date of this application.
If the firm is a start-up company, you can attach an audited opening statement of financial position
instead.
5.14
We may
request an
audit of the firm
at any time
while the firm is
registered.
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
6.1
See Part 14,
Division 3 of NI
31-103 and
Companion
Policy 31103CP.
For guidance
regarding
whether a firm
will hold or
have access to
client assets
see section
12.4 of
Companion
Policy 31103CP.
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
15
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?
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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?
17
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 quasicriminal 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
(a)
Is the firm currently a defendant or respondent (or the equivalent
in any jurisdiction) in any outstanding legal action?
(b)
Are any of the firm’s specified affiliates currently a defendant or
respondent (or the equivalent in any jurisdiction) in any
outstanding legal action that involves fraud, theft or securitiesrelated activities, or that could significantly affect the firm’s
business?
No
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
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Remedies requested by plaintiff or appellant
Jurisdiction
8.4
Judgments
Yes
No
Has any judgment been rendered against the firm or is any judgment
outstanding in any civil court for damages or other relief relating to fraud,
theft or securities-related activities?
Are any of the firm’s specified affiliates currently the subject of any
judgments that involve fraud, theft or securities-related activities, or that
could significantly affect the firm’s business?
If yes, provide the following information for each judgment:
Name of entity
Type of judgment
Date of judgment (yyyy/mm/dd)
Current stage of litigation, if applicable
Remedies requested by plaintiffs
Part 9 – Certification
It is an offence under securities legislation and derivatives legislation, including commodity
futures legislation, to give false or misleading information on this form.
By signing below, you:
1.
Certify to the regulator in each jurisdiction of Canada where the firm is submitting and filing this
form, either directly or through the principal regulator, that:

you have read this form, and

to the best of your knowledge and after reasonable inquiry, all of the information provided
on this form is true and complete.
2.
Certify to each regulator in a non-principal jurisdiction of Canada where the firm is submitting and
filing this form, either directly or through the principal regulator, that at the date of this
submission:

the firm has submitted and filed all information required to be submitted and filed under the
securities legislation or derivatives legislation or both of the principal jurisdiction of Canada
in relation to the 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
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contact for more information.
Name of firm
Name of firm’s authorized signing officer or partner
Title of firm’s authorized signing officer or partner
Signature
Date (yyyy/mm/dd)
Witness
The witness
must be a
lawyer, notary
public or
commissioner
of oaths.
Name of witness
Title of witness
Signature
Date (yyyy/mm/dd)
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Schedule A
Contact information for
Notice of collection and use of personal information
Alberta
Alberta Securities Commission
Suite 600, 250–5th St. SW
Calgary, AB T2P 0R4
Attention: Information Officer
Telephone: (403) 297-6454
Nunavut
Government of Nunavut
Department of Justice
P.O. Box 1000 Station 570
Iqaluit, NU X0A 0H0
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
British Columbia
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Attention: Freedom of Information Officer
Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)
Ontario
Ontario Securities Commission
nd
22 Floor
20 Queen Street West
Toronto, ON M5H 3S8
Attention: Compliance and Registrant Regulation
Telephone: (416) 593-8314
e-mail: [email protected]
Manitoba
The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, MB R3C 4K5
Attention: Director of Registrations
Telephone: (204) 945-2548
Fax: (204) 945-0330
Prince Edward Island
Securities Office
Department of Community Affairs and Attorney General
P.O. Box 2000
Charlottetown, PE C1A 7N8
Attention: Deputy Registrar of Securities
Telephone: (902) 368-6288
New Brunswick
Financial and Consumer Services Commission of New
Brunswick / Commission des services financiers et des
services aux consommateurs du Nouveau-Brunswick
Suite 300, 85 Charlotte Street
Saint John, NB E2L 2J2
Attention: Director of Securities
Telephone: (506) 658-3060
Québec
Autorité des marchés financiers
800, square Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal (Québec) H4Z 1G3
Attention: Responsable de l’accès à l’information
Telephone: (514) 395-0337 or (877) 525-0337
Newfoundland and Labrador
Superintendent of Securities, Service NL
Government of Newfoundland and Labrador
P.O. Box 8700
2nd Floor, West Block
Confederation Building
St. John's, NL A1B 4J6
Attention: Manager of Registrations
Telephone: (709) 729-5661
Saskatchewan
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601, 1919 Saskatchewan Drive
Regina, SK S4P 4H2
Attention: Deputy Director, Capital Markets
Telephone: (306) 787-5871
Nova Scotia
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Halifax, NS B3J 1P3
Attention: Deputy Director, Capital Markets
Telephone: (902) 424-7768
Yukon
Government of Yukon
Superintendent of Securities
Department of Community Services
P.O. Box 2703 C-6
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5314
Northwest Territories
Government of the Northwest Territories
Department of Justice
st
1 Floor Stuart M. Hodgson Building
th
5009 – 49 Street
Yellowknife, NWT X1A 2L9
Attention: Deputy Superintendent of Securities
Telephone: (867) 920-8984
Self-regulatory organization
Investment Industry Regulatory Organization of Canada
121 King Street West, Suite 2000
Toronto, Ontario M5H 3T9
Attention: Privacy Officer
Telephone: (416) 364-6133
E-mail: [email protected]
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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
8.
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.
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)
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Schedule C
FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL
______________________________________
Firm Name
Capital Calculation
(as at ________________ with comparative figures as at ______________)
Component
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
Current period
Prior period
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13.
Excess working capital
Notes:
Form 31-103F1 Calculation of Excess Working Capital must be prepared using the accounting principles that you use to prepare
your financial statements in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing
Standards. Section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant
Obligations provides further guidance in respect of these accounting principles.
Line 5. Related-party debt – Refer to the CICA Handbook for the definition of “related party” for publicly accountable
enterprises. The firm is required to deliver a copy of the executed subordination agreement to the regulator or, in Québec, the
securities regulatory authority on the earlier of a) 10 days after the date the agreement is executed or b) the date an amount
subordinated by the agreement is excluded from its calculation of excess working capital on Form 31-103F1 Calculation of
Excess Working Capital. The firm must notify the regulator or, in Québec, the securities regulatory authority, 10 days before it
repays the loan (in whole or in part), or terminates the subordination agreement. See section 12.2 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Line 8. Minimum Capital – The amount on this line must be not less than (a) $25,000 for an adviser and (b) $50,000 for a
dealer. For an investment fund manager, the amount must be not less than $100,000 unless subsection 12.1(4) of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations applies.
Line 9. Market Risk – The amount on this line must be calculated according to the instructions set out in Schedule 1 to Form
31-103F1 Calculation of Excess Working Capital. A schedule supporting the calculation of any amounts included in Line 9 as
market risk should be provided to the regulator or, in Québec, the securities regulatory authority in conjunction with the
submission of Form 31-103F1 Calculation of Excess Working Capital.
Line 11. Guarantees – If the registered firm is guaranteeing the liability of another party, the total amount of the guarantee must
be included in the capital calculation. If the amount of a guarantee is included in the 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.
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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. ______________________
_______________________
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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 and of any other national foreign government (provided such foreign
government securities are currently rated Aaa or AAA by Moody's Canada Inc. or its DRO affiliate or Standard & Poor's
Rating Services (Canada) or its DRO affiliate, respectively), maturing (or called for redemption):
(ii)
(iii)
within 1 year:
1% of fair value multiplied by the fraction determined by dividing
the number of days to maturity 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
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
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
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(b)
Bank Paper
Deposit certificates, promissory notes or debentures issued by a Canadian chartered bank (and of Canadian chartered bank
acceptances) maturing:
(c)
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
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:
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(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:
(ii)
(a)
Insured mortgages (not in default): 6% of fair value
(b)
Mortgages which are not insured (not in default): 12% of fair value
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.
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