2021-12-16
Canadian securities regulators amended Regulation 33-109 to modernize registration information requirements, clarify outside activity reporting, and update filing deadlines. The changes extend notification periods for changes to registration information from 10 to 15 days and introduce a 30-day window for specific material updates. Additionally, the amendments establish new obligations for updating the National Registration Database and allow firms to delegate certain notification duties to authorized affiliates.
REGULATION TO AMEND REGULATION 33-109 RESPECTING REGISTRATION INFORMATION Securities Act (chapter V-1.1, s. 331.1, par. (1), (3), (8), (11), (26) and (34))
2 (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; (ii) item 4.1; (iii) item 5.12; (iv) item 6.1; (v) item 6.2; (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) by replacing, in paragraph (2), “subsection (1)” with “subsection (1.1)”; (3) by inserting, after paragraph (2), the following: “(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; (ii) item 4.1; (iii) item 4.3; (iv) item 4.5; (v) item 4.6; (vi) part 7; (vii) part 8; (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:
3 “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; (ii) item 4.1; (iii) item 4.3; (iv) item 4.5; (v) item 4.6; (vi) part 7; (vii) part 8.”; (4) in paragraph (3): (a) by replacing, in the text preceding subparagraph (a), “subsection (1)” with “subsection (1.1)”; (b) by replacing, in subparagraph (b), the word “termination” with the word “cessation”; (c) by inserting, after subparagraph (d), the following: “(e) a change in a person’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’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.”; (5) by replacing paragraph (4) with the following: “(4) A person that submitted an executed Schedule B to Form 33-109F6 must notify the regulator or, in Québec, the securities regulatory authority of a change to the information previously submitted in item 3 or in item 4 of that schedule by submitting an executed Schedule B no more than 15 days after the change.”. 5. Section 3.2 of the Regulation is amended by replacing “10 days” with “15 days”. 6. Section 4.1 of the Regulation is amended: (1) by replacing paragraphs (1) and (2) 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
4 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; (ii) item 2.2; (iii) item 4; (iv) item 10; (v) item 11; (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 only relates to any of the following: (a) information previously submitted in item 3 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).”; (2) by replacing subparagraph (a) of paragraph (4) with the following: “(a) a change in a category of permitted activities of a permitted individual,”. 7. Section 4.2 of the Regulation is amended: (1) by replacing paragraph (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 Regulation 31-102 respecting National Registration Database (chapter V-1.1, r. 9) 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) by replacing, wherever it appears, “10 days” with “15 days”. 8. The Regulation is amended by inserting, after section 4.2, the following: “4.3. Updating NRD A registered individual or permitted individual must submit in accordance with Regulation 31-102 respecting National Registration Database (chapter V-1.1., r. 9) 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
5 (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.”. 9. Form 33-109F1 of the Regulation is amended: (1) by replacing its title with the following: “FORM 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals (section 4.2)”; (2) by inserting, after the title, the following: “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)”; (3) by replacing the title “Terms” and the paragraph that follows with the following: “As set out in section 1.1 of Regulation 33-109 respecting Registration Information (chapter V-1.1, r. 12), “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.”;
6 (4) by replacing the paragraph under “When to submit the form” with the following: “As set out in paragraph 4.2(2)(a) of Regulation 33-109 respecting 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.”; (5) by replacing the title of item 1 with the following: “Item 1 Former sponsoring firm”; (6) by replacing the title of item 2 with the following: “Item 2 Individual”; (7) by deleting, in the title of item 3, the word “terminated”; (8) by replacing item 4 with the following: “Item 4 Date and reason for cessation
7 • 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.”; (b) by replacing, in question 7, the words “outside business activity” with the words “outside activity”; (c) by deleting items 7 and 8. 10. Form 33-109F2 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “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 or, securities regulatory authority and each SRO and to the use of my personal information as set out in item 6.
8 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)”; (2) by replacing point 3 of item 4 with the following: “3. Relevant securities experience Do you have securities experience? Yes No N/A
9 If you are an individual applying for IIROC approval, select “N/A”. If “Yes”, complete Schedule A.”; (3) by replacing item 6 with the following: “Item 6 Notice and consent for collection and use of personal information
10 • 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.”; (4) by deleting items 7 and 8; (5) by replacing Schedule A with the following: “SCHEDULE A – Relevant securities experience (Item 4) Instructions: • Some registration categories require a specified amount of experience have been obtained within specified timeframes. Please see Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter. V-1.1, r. 10) 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.
11 • 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.
_________________________________________________________”; (6) in Schedule B: (a) by replacing the title with the following: “SCHEDULE B – Contact information for notice and consent for collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing the words “Freedom of Information Officer” with the words “Registration staff”; (ii) by adding, at the end, the following: “E-mail: Registration@bcsc.bc.ca”; (c) by replacing, in the contact information for Nova Scotia, “Deputy Director, Capital Markets” with the word “Registration”; (d) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (e) in the contact information for Saskatchewan: (i) by deleting the word “Deputy”;
12 (ii) by adding, at the end, the following: “E-mail: registrationfcaa@gov.sk.ca”; (f) in the contact information for Yukon: (i) by inserting the words “Office of the Yukon” before the words “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”. 11. Form 33-109F3 of the Regulation is amended: (1) by inserting, after the title, the following: “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, 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)”; (2) by adding, at the end of item 3, the following:
13 “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, the 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.”; (3) by deleting items 4, 5 and 6; (4) by deleting Schedule A. 12. Form 33-109F4 of the Regulation is amended: (1) by inserting, after the title, the following: “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
14 • 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)”; (2) by replacing, in item 5, 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
15 New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon”; (3) in item 8: (a) by replacing point 1 with the following: “1. Course, examination or designation information and other education 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.”; (b) by replacing point 4 with the following: “4. Relevant securities experience 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.”; (4) by adding, after paragraph 5 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.
16 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.”; (5) by replacing item 10 with the following: “Item 10 Reportable activities
17 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,
18 • 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 Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) and the Policy Statement to Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations. Complete a separate Schedule G for each position of influence that you are in.”; (6) 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:
19 (a) by inserting, after the title, the following: “Instructions: Only disclose registration or licences to deal with the public in any capacity.”; (b) by replacing, in paragraph (a), the words “lawyer, teacher” with the words “lawyer, teacher, doctor, mortgage broker or agent”; (c) by deleting, in paragraphs (b) and (c), the word “professional”; (8) in item 14: (a) by replacing the part preceding point 1 with the following: “Item 14 Criminal disclosure You must disclose all offences, including: • a criminal offence under the laws of Canada such as the Criminal Code (R.S.C. 1985, chapter C-46), the Income Tax Act (R.S.C. 1985, chapter 1 (5th Suppl.)), the Competition Act (R.S.C. 1985, chapter C-34), the Immigration and Refugee Protection Act (S.C. 2001, c. 27) and the Controlled Drugs and Substances Act (S.C. 1996, chapter 19), even if o a record suspension has been ordered under the Criminal Records Act (R.S.C. 1985, chapter C-47), or o you have been granted an absolute or conditional discharge under the Criminal Code, • 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, o of which you or any entity when you were a partner, director, officer or major shareholder of that entity has been found guilty, or o 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. You are not required to disclose: • charges for summary conviction offences that have been stayed for 6 months or more, • charges for indictable offences that have been stayed for a year or more, • offences under the Youth Criminal Justice Act (S.C. 2002, chapter 1), and • speeding or parking violations. Subject to the exceptions above:”; (b) by replacing, in points 3 and 4, the word “firm” with the word “entity”; (9) by replacing, wherever it appears in item 15, the words “a firm” with the words “an entity”;
20 (10) by replacing item 16 with the following: “Item 16 Financial disclosure
21 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.”; (11) by replacing item 20 with the following: “Item 20 Notice and consent for collection and use of personal information
22 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.”; (12) by deleting items 21 and 22; (13) by inserting, in Schedule C, under “Approval categories” and after “Investment Representative”, the following categories: “[ ] Portfolio Manager [ ] Associate Portfolio Manager”; (14) in Schedule E: (a) by replacing the table under item 8.1 with the following:
23 “Instructions: Please see Division 2 in Part 3 of Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) 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* ”; (15) by replacing item 8.4 of 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 Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (c. V-1.1, r. 10) 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.
24 • 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.
________________________________________________________”; (16) by replacing Schedule G with the following: “SCHEDULE G – Reportable activities (Item 10)
25 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.
(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.
26 (e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity.
”; (17) by deleting, in Schedule H, “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.”; (18) 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. ______________________________________________________”; (19) in Schedule J:
27 (a) by replacing paragraph (c) of item 13.2 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. ______________________________________________________”; (b) by replacing item 13.3 with the following: “Item 13.3 Non-securities regulation 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. _______________________________________________________”; (20) by replacing, wherever it appears in Schedule K, the word “firm” with the word “entity”; (21) in Schedule L: (a) by replacing, in item 15.1, the words “the name of the plaintiff(s)” with the words “the name of each plaintiff” and the words “a firm” with the words “an entity”; (b) in item 15.2: (i) by inserting, after “(2)”, the words “the name of”; (ii) by replacing the words “a firm” with the word “an entity”; (iii) by inserting, after the word “allegations”, “,”;
28 (22) 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.
29 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. ______________________________________________________”; (23) by replacing, in Schedule N, paragraphs c), d), e) and f) 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:
“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).”; (24) in Schedule O: (a) by replacing the title with the following: “SCHEDULE O – Contact information for notice and consent for collection and use of personal information”; (b) in the contact information for British Columbia:
30 (i) by replacing “Freedom of Information Officer” with “Registration staff”; (ii) by adding, at the end, the following: “E-mail: Registration@bcsc.bc.ca”; (c) by replacing, in the contact information for Nova Scotia, “Deputy Director, Capital Markets” with the word “Registration”; (d) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (e) in the contact information for Saskatchewan: (i) by deleting the word “Deputy”; (ii) by adding, at the end, the following: “E-mail: registrationfcaa@gov.sk.ca”; (f) in the contact information for Yukon: (i) by inserting the words “Office of the Yukon” before the words “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”. 12. Form 33-109F5 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “WARNING - It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION
31 I consent to and authorize the collection, directly and indirectly, of personal information by each regulator or, in Québec, the securities regulatory authority, and each 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)
32 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)”; (2) by replacing item 3 with the following: “Item 3 Notice and consent for collection and use of personal information
33 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.”; (3) by deleting items 4 and 5; (4) in Schedule A: (a) by replacing the title with the following: “SCHEDULE A – Contact information for notice and consent for collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing the words “Freedom of Information Officer” with the words “Registration staff”; (ii) by adding, at the end, the following: “E-mail: Registration@bcsc.bc.ca”; (c) by replacing, in the contact information for Nova Scotia, “Deputy Director, Capital Markets” with the word “Registration”; (d) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (e) in the contact information for Saskatchewan: (i) by deleting the word “Deputy”;
34 (ii) by adding, at the end, the following: “E-mail: registrationfcaa@gov.sk.ca”; (f) in the contact information for Yukon: (i) by inserting the words “Office of the Yukon” before the words “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”. 13. Form 33-109F6 of the Regulation is amended: (1) by replacing the text under “Contents of the 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 You are also required to submit the following supporting documents with your completed form:
35 • 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,
36 • 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)”; (4) by replacing, in item 2.4, the words “a completed” with the words “an executed”; (5) by replacing item 3.10 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 Regulation 33-109 respecting Registration Information). Name Type of Permitted Individual NRD number, if applicable ”; (6) by replacing item 3.12 with the following:
37 “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, and class, type, amount and percentage ownership of the firm’s voting securities.”; (7) by replacing the table of item 4.6 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 ”; (8) by replacing, in paragraph (b) of item 5.13, the words “an interim financial report” with the words “interim financial information (as set out in section 12.11 of Regulation 31-103)”; (9) by deleting part 9; (10) in Schedule A: (a) in the contact information for British Columbia: (i) by replacing the words “Freedom of Information Officer” with the words “Registration staff”; (ii) by adding, at the end, the following: “E-mail: Registration@bcsc.bc.ca”; (b) by replacing, in the contact information for Nova Scotia, “Deputy Director, Capital Markets” with the word “Registration”; (c) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (d) in the contact information for Saskatchewan: (i) by deleting the word “Deputy”; (ii) by adding, at the end, the following: “E-mail: registrationfcaa@gov.sk.ca”; (e) in the contact information for Yukon: (i) by inserting the words “Office of the Yukon” before the words “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (11) by replacing paragraph 7 of Schedule B with the following:
38 “7. Until 6 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.”; (12) by replacing, in the notes relating to line 5 of Schedule C, the words “CICA Handbook” with the words “CPA Canada Handbook”. 14. Form 33-109F7 of the Regulation is amended: (1) by inserting, after the title, the following: “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
39 • 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)”; (2) by replacing the General Instructions 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.
40 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:
41 British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon”; (4) by adding, after paragraph 5 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.”; (5) by replacing item 7 with the following: “Item 7 Reportable activities Name of your new sponsoring firm: _________________________________
42 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.
43 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 Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) and the
44 Policy Statement to Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations. Complete a separate Schedule D for each position of influence that you are in.”; (5) by replacing, in item 9, point 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.”; (6) by replacing item 10 with the following: “Item 10 Submission to jurisdiction and notice and consent for collection and use of personal information
45 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;
46 • 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.”; (7) by deleting items 11 and 12; (8) by inserting, in Schedule B, under “Approval categories” and after “Investment Representative”, the following categories: “[ ] Portfolio Manager [ ] Associate Portfolio Manager”; (9) by replacing Schedule D with the following: “SCHEDULE D – Reportable activities (Item 7)
Address of business or employer:
(number, street, city, province, territory or state, country) Name and title of your immediate supervisor:
47 (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
(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.
___________________________________________________________”; (10) by replacing, in Schedule E, paragraphs c), d), e) and f) with the following:
48 “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).”; (11) in Schedule F: (a) by replacing the title with the following: “SCHEDULE F – Contact information for notice and consent for collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing the words “Freedom of Information Officer” with the words “Registration staff”; (ii) by adding, at the end, the following: “E-mail: Registration@bcsc.bc.ca”; (c) by replacing, in the contact information for Nova Scotia, “Deputy Director, Capital Markets” with the word “Registration”; (d) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (e) in the contact information for Saskatchewan: (i) by deleting the word “Deputy”; (ii) by adding, at the end, the following: “E-mail: registrationfcaa@gov.sk.ca”;
49 (f) in the contact information for Yukon: (i) by inserting the words “Office of the Yukon” before the words “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”. 15. (1) This Regulation comes into force on 6 June 2022. (2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after 6 June 2022, this Regulation comes into force on the day on which it is filed with the Registrar of Regulations.