2021-02-04
Canadian securities regulators issued a draft amendment to Regulation 33-109 to modernize registration information requirements and clarify outside activity reporting. The changes introduce new filing deadlines for changes to registration forms, with specific 30-day and 15-day windows depending on the data category, and allow firms to delegate notification duties to authorized affiliates. Additionally, the amendment updates the definition of cessation date, modifies Form 33-109F1 termination procedures, and revises personal information collection notices and contact details for regulatory authorities.
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 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 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, securities regulatory authority of a change to any information set out in paragraph (a), and (ii) the full legal name and NRD number of the registered firm and the authorized affiliate, and (iii) the following certification of the registered firm applies to each notice of change submitted by the authorized affiliate: “I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.”; (c) the registered firm directs the authorized affiliate, in each notice of change submitted by the authorized affiliate, to include the full legal name and NRD number of the registered firm and to state the following:
3 “The registered firm has delegated to the authorized affiliate the duty to notify the regulator, or in Québec, 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.”; (3) in paragraph (3): (a) by replacing, in paragraph (b), the word “termination” with the word “cessation”; (b) by inserting, after subparagraph (d), the following: “(e) a renewal of an insurance policy referred to in item 5.5 or in item 5.6 of Form 33-109F6, if the insurance policy has not lapsed and the only change is to extend the expiry date of the insurance policy for a period of at least one year; “(f) 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;”; (4) in paragraph (4): (a) by replacing the words “a completed Schedule B” with the words “an executed Schedule B”; (b) by inserting the word “in” before the words “item 4”. (c) by replacing “10” with “15”. 5. Section 3.2 of the Regulation is amended by replacing “10” with “15”. 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 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;
4 (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 by replacing paragraph (1) with the following: “(1) A registered firm must notify the regulator 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.”. 8. Form 33-109F1 of the Regulation is amended: (1) by replacing the 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 paragraph: “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION I 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 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
5 (b) makes the certification above. Non-NRD format: By signing below, I 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 with the following: “As set out in Regulation 33-109 respecting Registration Information, “cessation date” means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm.”; (4) by replacing the paragraph under “When to submit the form” with the following: “As set out in Regulation 33-109 respecting Registration Information, you must submit the responses to Items 1, 2, 3 and 4 within 10 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 Applicable individual”; (7) by replacing the title of item 3 with the following: “Item 3 Business location of the applicable individual”; (8) by replacing item 4 with the following: “Item 4 Date and reason for cessation
6 Resigned - at the firm’s request Terminated in good standing Terminated for cause Completed temporary employment contract Retired Deceased Other If “Other”, explain: ___________________________________________________”; (9) in item 5: (a) by replacing the text preceding the sentence “Answer the following questions to the best of the firm’s knowledge.” with the following: “Item 5 Details about the termination Complete Item 5 except in the case of an individual that is deceased. In the space below: • state the reason(s) for the cessation and • provide details if the answer to any of the following questions is “Yes”. [For NRD Format only:] This information will be disclosed within 30 days of the cessation date Not applicable: individual is deceased.”; (b) by replacing, in question 7, the words “outside business activity” with the words “outside activity”; (c) by deleting items 7 and 8. 9. Form 33-109F2 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION Individual I 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 an officer, partner, branch manager or supervisor of my sponsoring firm and that to the best of my knowledge, the officer, partner,
7 branch manager or supervisor is satisfied that I understand the 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. Firm I 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 the all matters within this form, including the questions. NRD format: I 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, and (b) the individual provided the firm with all of the information on this form and makes the individual certification above. Non-NRD format: Individual By signing below, I make the above individual certification. Signature of individual: __________________________ Date signed: _________________ (YYYY/MM/DD) Firm By signing below, I 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 replacing subheading 3 of item 4 with the following: “3. Relevant securities experience Do you have securities experience? Yes No N/A
8 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 Collection and use of personal information
9 • 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 government ministries and agencies, SROs or authorities exercising jurisdiction over specific business activities or professions; and • records of, and used in, court proceedings, including any 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 to be obtained within specified timeframes. Please see Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations for more information (c. V-1.1, r. 10). • If you are applying to be an advising representative or an associate advising representative, provide details of the activities you performed for each experience that is relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; number of years of experience collecting know-yourclient information; or number of years of experience conducting suitability assessments.
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_________________________________________________________”; (6) in Schedule B: (a) by replacing the title with the following: “SCHEDULE B – Contact information for Consent and notice of collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing “Freedom of Information Officer” with “Registration staff”; (ii) by inserting, 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 “Registration”; (d) in the contact information for Yukon: (i) by inserting “Office of the Yukon” before “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (e) by deleting, in the contact information for Northwest Territories, the word “Deputy”. 10. Form 33-109F3 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION I certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form and understand all matters within this form, including the questions, • if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-506F4 certifying that they give their consent o for the regulator or, in Québec, the securities regulatory authority in each jurisdiction where this form is submitted to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation, and o where applicable, for the SRO to enter the residence for the administration of the rules of the SRO, and
11 • 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 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, (b) the firm makes the certification above, and (c) the firm provided me with the individual’s consent o for the regulator or, in Québec, the securities regulatory authority in each jurisdiction where this form is submitted to enter the residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation; and o where applicable, for the SRO to enter the residence for the administration of the rules of the SRO, where the individual is conducting business from the residence. Non-NRD format: By signing below, I 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 deleting items 4, 5 and 6; (3) by deleting Schedule A. 11. Form 33-109F4 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION Individual I 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 an officer, partner, branch manager or supervisor of my sponsoring firm and that to the best of my knowledge, the officer, partner,
12 branch manager or supervisor 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 • if the business location specified in this form is a residence, I hereby give my consent o for the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation, and o where applicable, for the SRO to enter that residence for the administration of the rules of the SRO. Firm I 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 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, and (b) the individual provided the firm with all of the information on this form and makes the individual certification above. Non-NRD format: Individual By signing below, I make the above individual certification. Signature of individual: __________________________ Date signed: _________________ (YYYY/MM/DD) Firm By signing below, I 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: _____________
13 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 New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon”; (3) in item 8: (a) by replacing subheading 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 registration or approval, 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, or the rules of an SRO to satisfy any course, examination or designation requirements.”; (b) by replacing subheading 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 replacing item 10 with the following: “Item 10 Reportable activities
14 contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). Complete a Schedule G with respect to your roles and responsibilities with your sponsoring firm. 2. Reportable outside activities Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business related. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule G for each activity or entity. 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 hold any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule G for the registered firm. Category 2 - Activities with an entity that receives compensation from a registered firm If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or hold any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule G for the specified entity. For the purposes of this category, “specified entity” means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm. Category 3 - Other securities related activities Instructions: All activities in this category are reportable whether or not you receive compensation for such activities. 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 financial-related services Instructions: 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. Complete a separate Schedule G for each activity, as applicable, if you are
15 • an insurance broker or agent, • providing loan or deposit products and services, • carrying out a money service business, • a mortgage broker, agent or administrator, • preparing tax returns or providing tax advice, • providing financial planning or financial advice, including estate planning, • providing corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer, • advising on credit/debt restructuring, • a pension consultant, • providing advice on mergers and acquisitions services, • providing accounting or bookkeeping services, • providing oversight or independent review or expert opinion on the management of an entity’s financial assets, or • providing banking or insurance services. Also complete a separate Schedule G for each activity, as applicable, if you are a director or officer, or hold 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. For more information on positions of influence, see section 13.4.3 of Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (c. V-1.1, r. 10) and section 13.4.3 of 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 hold. Category 6 - Specified activities Complete a separate Schedule G for activities not included in Categories 1 to 5 if the total time spent by you on specified activities exceeds, on average, 30 hours per month. For this purpose, “specified activities” means all of the following: • activities to which any of Categories 1 to 5 apply; • activities for which you receive compensation or where you have a reasonable expectation of compensation; • all other activities (whether or not you are compensated) for which you are a director or officer of, or hold an equivalent position with or for the entity, or are a partner or shareholder of the entity.”; (5) by replacing item 12 with the following: “Item 12 Resignations and terminations Instructions: Disclose any allegation that existed at the time of your termination or resignation, regardless of whether the allegation caused or contributed to your resignation or termination. 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:
16 Yes No If “Yes”, complete Schedule I, Item 12.1. 2. Failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules or bylaws or with any standard of conduct of a sponsoring firm, of any industry association, or of any authority exercising jurisdiction over specific business activities or professions? Yes No If “Yes”, complete Schedule I, Item 12.2. 3. Committed a crime? Yes No If “Yes”, complete Schedule I, Item 12.3.”; (6) in section 3 of item 13: (a) by replacing, in paragraph (a), the words “lawyer, teacher” with the words “lawyer, teacher, doctor, mortgage broker or agent”; (b) by deleting, in paragraph (c), the word “professional”; (7) in item 14: (a) by replacing the text preceding section 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 (Canada) (R.S.C. 1985, chapter C-46), the Income Tax Act (Canada) (R.S.C. 1985, chapter 1 (5th Suppl.)), the Competition Act (Canada) (R.S.C. 1985, chapter C-34), Immigration and Refugee Protection Act (Canada) (S.C. 2001, c. 27) and the Controlled Drugs and Substances Act (Canada) (S.C. 1996, chapter 19), even if o a record suspension has been ordered under the Criminal Records Act (Canada) (R.S.C. 1985, chapter C-47), or o you have been granted an absolute or conditional discharge under the Criminal Code (Canada), • a criminal offence under the laws of any foreign jurisdiction (such as U.S. federal and state criminal offences), and • a criminal offence, with respect to questions 14.2 and 14.4, 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 have participated in the alternative measures program, a diversion program, or any alternative resolution program within the previous 3 years, even if a record suspension has been ordered under the Criminal Records Act (Canada); You are not required to disclose:
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18 Yes No If “Yes”, complete Schedule M, Item 16.1(d). 2. Debt obligations During the past 10 years • have you failed to meet a financial obligation of $10,000 or more as it came due, or • to the best of your knowledge, has any entity, while you were a partner, director, officer or major shareholder of that entity, failed to meet any financial obligation of $10,000 or more as it came due? Yes No If “Yes”, complete Schedule M, Item 16.2. 3. Surety bond or fidelity bond Have you ever been refused for a surety or fidelity bond? Yes No If “Yes”, complete Schedule M, Item 16.3. 4. Garnishments, unsatisfied judgments or directions to pay Has any governmental authority or court, in any jurisdiction, ever issued any of the following against • you regarding your indebtedness, or • to the best of your knowledge, the indebtedness of an entity where you are or were a partner, director, officer or major shareholder: Yes No Garnishment Unsatisfied judgment Direction to pay If “Yes”, complete Schedule M, Item 16.4.”; (10) by replacing item 20 with the following: “Item 20 Collection and use of personal information
19 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 SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm. If you have any questions about the collection, use, and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule O for details. Note that 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. Also note that certain securities regulatory authorities may provide or receive information to or from certain entities 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 government ministries and agencies, SROs or authorities exercising jurisdiction over specific business activities or professions; and • records of, and used in, court proceedings, including any probation records.”; (11) by deleting items 21 and 22; (12) by inserting, in Schedule C, under “IIROC” and after “Investment Representative”, the following categories: “[ ] Portfolio Manager [ ] Associate Portfolio Manager”; (13) in Schedule E:
20 (a) by replacing the table with the following: “Below, state each course, examination and designation that: • is required for registration or approval, 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* ”; (14) 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 be obtained within specified timeframes. Please see Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (c. V-1.1, r. 10) for more information. • If you are applying to be an advising representative or an associate advising representative, provide details of the activities you performed for each experience that is relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; number of years of experience collecting know-yourclient information; or number of years of experience conducting suitability assessments.
21 2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for: ”; (15) by replacing Schedule G with the following: “SCHEDULE G – Reportable activities (Item 10)
Address of business or employer:
(number, street, city, province, territory or state, country) Name and title of your immediate supervisor:
(e) Provide all title(s) you use for the activity.
22 5. Conflicts of interest Instructions: Complete this section if you have reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm. Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion. (a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why. (b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client.
(c) Describe (i) the client confusion, and (ii) how the client confusion will be addressed. (d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures.
(e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity. ”; (16) 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.”; (17) 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, of any industry association or of any authority exercising jurisdiction over specific business activities or professions, 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,
23 (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, of any industry association or of any authority exercising jurisdiction over specific business activities or professions, state below, (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation of failure to supervise (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable.
Item 12.3 For each allegation that you committed a crime, 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. ______________________________________________________”; (18) in Schedule J: (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 registrable or licensable activity, (3) with which regulatory authority, or under what legislation, the party is, or was, registered or licensed, (4) the type or category of registration or licence, (5) the period that the party held the registration or licence, and (6) the
24 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 registrable 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. _______________________________________________________”; (19) by replacing, wherever they appear in Schedule K, the word “firm” with the word “entity”; (20) by replacing, wherever they appear in Schedule L, the word “firm” with the word “entity”; (21) 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 your bankruptcy, filing for bankruptcy or a proceeding governing an event similar to a bankruptcy, (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) date of discharge or release, if applicable, and (8) any details of the bankruptcy, filing for 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.
25
(d) For each proceeding, arrangement or compromise with creditors, state below (1) the date of 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/satisfied.
Item 16.3 Surety bond or fidelity bond For each bond refused, state below (1) the name of the bonding company, (2) the address of the bonding company, (3) the date of the refusal, and (4) the reasons for the refusal.
Item 16.4 Garnishments, unsatisfied judgments or directions to pay For each garnishment, unsatisfied judgment or direction to pay regarding your indebtedness or the indebtedness of an entity where you are or were a partner, director, officer or major shareholder, indicate below (1) the amount that was owing at the time the garnishment, 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 the amount to be paid, (6) any amounts currently owing, and (7) any details of the garnishment, unsatisfied judgement or direction to pay relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. ______________________________________________________”; (22) by replacing, in Schedule N, paragraphs c), d) and e) 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
26 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: ______________________________________________________”; (23) in Schedule O: (a) by replacing the title with the following: “SCHEDULE O – Contact information for Consent and notice of collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing “Freedom of Information Officer” with “Registration staff”; (ii) by inserting, 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 “Registration”; (d) in the contact information for Yukon: (i) by inserting “Office of the Yukon” before “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (e) by deleting, in the contact information for Northwest Territories, the word “Deputy”. 12. Form 33-109F5 of the Regulation is amended: (1) by inserting, after the title, the following paragraph: “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION
27 • I have discussed Form 33-109F4 with an officer, partner, branch manager or supervisor of my sponsoring firm and that to the best of my knowledge, the officer, partner, branch manager or supervisor is satisfied that I understand all matters within Form 33-109F4, including the questions in Form 33-109F4, • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true, complete and accurate, including information required to be disclosed by Form 33-109F4 that I am not changing with this form, • if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval, and • if the business location specified in this form is a residence, I hereby give my consent o for the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation, and o where applicable, for the SRO to enter that residence for the administration of the rules of the SRO. Firm I 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 Form 33-109F4, including the questions. NRD format: I 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, and (b) the individual provided the firm with all of the information on this form and makes the individual certification above. Non-NRD format: Individual By signing below, I make the above individual certification. Signature of individual: __________________________ Date signed: _________________ (YYYY/MM/DD) Firm By signing below, I make the firm certification above. Name of firm: ____________________________________ Name of authorized signing officer or partner:___________ Title of authorized signing officer or partner:____________
28 Signature of authorized signing officer or partner:________ Date signed: ______________________ (YYYY/MM/DD) 2. Form 33-109F6: Use the following certification when making changes to Form 33- 109F6 By signing below, I 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 Collection and use of personal information
29 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. Also note that certain securities regulatory authorities may provide or receive information to or from certain entities 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 government ministries and agencies, SROs or authorities exercising jurisdiction over specific business activities or professions; and • records of, and used in, court proceedings, including any 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 Consent and notice of collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing “Freedom of Information Officer” with “Registration staff”; (ii) by inserting, 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 “Registration”; (d) in the contact information for Yukon:
30 (i) by inserting “Office of the Yukon” before “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (e) by deleting, in the contact information for Northwest Territories, the word “Deputy”. 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: 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:
31 • registration or financial services licensing information, • personal information available online, • records from government ministries and agencies, SROs or authorities exercising jurisdiction over specific business activities or professions, or • records of, and used in, court proceedings, including any probation records. Any of the securities regulatory authorities or SROs set out in Schedule A may contact government or 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 pursuant to 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 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. Note that 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. Also note that certain securities regulatory authorities may provide or receive information to or from certain entities 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 under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION By signing this form, I
32 • 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 Collection and Use of Personal Information, and 4. confirm that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information. Name of firm: _______________________________________ Name of 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 Schedule B” with the words “an executed Schedule B”; (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: “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.
33 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 subsection 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 “Freedom of Information Officer” with “Registration staff”; (ii) by inserting, 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 “Registration”; (c) in the contact information for Yukon: (i) by inserting “Office of the Yukon” before “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (d) by deleting, in the contact information for Northwest Territories, the word “Deputy”; (11) by replacing, in Schedule B, paragraph (7) with the following: “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 Schedule C and in the notes relating to line 5, “CICA Handbook” with “CPA Canada Handbook”. 14. Form 33-109F7 of the Regulation is amended: (1) by inserting, after the title, the following paragraph:
34 “WARNING - It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to knowingly give false or misleading information to the regulator or securities regulatory authority. CERTIFICATION Individual I 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 an officer, partner, branch manager or supervisor of my sponsoring firm and that to the best of my knowledge, the officer, partner, branch manager or supervisor 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, • the new sponsoring firm understands that if the individual’s reinstatement of registration was subject to any terms and conditions that were unsatisfied when the individual left the individual’s former sponsoring firm, those terms and conditions remain in effect and the new sponsoring firm agrees to assume any ongoing obligations that apply to the sponsoring firm in respect of the individual under those terms and conditions, and • if the business location specified in this form is a residence, I hereby give my consent o for the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form to enter that residence for the administration of securities legislation and derivatives legislation, including commodity futures legislation, and o where applicable, for the SRO to enter that residence for the administration of the rules of the SRO. Firm I certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • the individual identified in this form will be engaged by the new sponsoring firm as a registered individual or a permitted individual, • I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions, and • the new sponsoring firm understands that if the individual’s reinstatement of registration was subject to any undischarged terms and conditions when the individual left their former sponsoring firm, those terms and conditions remain in effect and agrees to assume any ongoing obligations that apply to the sponsoring firm in respect of the individual under those terms and conditions.
35 NRD format: I 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, and (b) the individual provided the firm with all of the information on this form and makes the individual certification above. Non-NRD format: Individual By signing below, I make the above individual certification. Signature of individual: __________________________ Date signed: _________________ (YYYY/MM/DD) Firm By signing below, I 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 their registration in one or more of the same categories or reinstate their same status of permitted individual as before with a sponsoring firm, and • the new sponsoring firm is registered in the same category of registration in which the individual’s former sponsoring firm was registered. You only need to complete and submit one form regardless of the number of registration categories or permitted individual statuses you are seeking to be reinstated in. An individual may reinstate the individual’s registration or permitted individual status by submitting this form. This form must not be used unless all of the following apply:
36 respect of • Item 13 (Regulatory Disclosure), other than changes to Item 13.3(a), • Item 14 (Criminal Disclosure), • Item 15 (Civil Disclosure), and • Item 16 (Financial Disclosure) of the individual’s Form 33-109F4 since the individual left their former sponsoring firm; and 4. at the time of resignation or termination with the individual’s former sponsoring firm, there were no allegations against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment whether the individual is not suitable for reinstatement of registration or the proposed reinstatement of registration is objectionable, including, for greater certainty, an allegation against the individual of any of the following: • a crime, • a contravention of any statute, regulation, or order of a court or regulatory body, • a contravention of any rule or bylaw of an SRO, of an authority exercising jurisdiction over specific business activities or professions, or of a similar organization, or • a failure to meet any standard of conduct of the sponsoring firm, of any industry association or of any authority exercising jurisdiction over specific business activities or professions. If you do not meet all of the above conditions, then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled “Reactivation of Registration”; (3) by replacing section 2 of item 2 with the following: “2. Check each province or territory in which you are seeking reinstatement of registration or, if you are seeking reinstatement as a permitted individual, check each province or territory where your sponsoring firm is registered: All jurisdictions Alberta British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon”; (4) by replacing item 7 with the following: “Item 7 Reportable activities Name of your new sponsoring firm:
37
38 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 are • an insurance broker or agent, • providing loan or deposit products and services, • carrying out a money service business, • a mortgage broker, agent or administrator, • preparing tax returns or providing tax advice, • providing financial planning or financial advice, including estate planning, • providing corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer, • advising on credit/debt restructuring, • a pension consultant, • providing advice on mergers and acquisitions services, • providing accounting or bookkeeping services, • providing oversight or independent review or expert opinion on the management of an entity’s financial assets, or • providing banking or insurance services. Also complete a separate Schedule D for each activity, as applicable, if you are a director or officer, or hold 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. For more information on positions of influence, see section 13.4.3 of Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) and section 13.4.3 of 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 hold. Category 6 - Specified activities Complete a separate Schedule D for activities not included in Categories 1 to 5 if the total time spent by you on specified activities exceeds, on average, 30 hours per month. For this purpose, “specified activities” means all of the following: • activities to which any of Categories 1 to 5 apply; • activities for which you receive compensation or where you have a reasonable expectation of compensation; • all other activities (whether or not you are compensated) for which you are a director or officer of, or hold an equivalent position with or for the entity, or are a partner or shareholder of the entity.”; (5) by replacing, in item 9, section 2 with the following: “2. Check the box below - I am eligible to file this Form 33-109F7, only if you satisfy all of the following conditions: (a) the information in your Form 33-109F4 was up-to-date when you left your sponsoring firm; (b) there are no changes to any of the disclosure items under Item 9.1 above; and (c) at the time of your resignation or termination, there was no
39 allegation against you, in Canada or in any foreign jurisdiction, relevant to an assessment whether you are not suitable for reinstatement of registration or your proposed reinstatement of 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 an authority exercising jurisdiction over specific business activities or professions, or of a similar organization, or • a failure to meet any standard of conduct of the sponsoring firm, of any industry association, or of any authority exercising jurisdiction over specific business activities or professions. 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 collection and use of personal information
40 authority or SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are no longer 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. Note that 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. Also note that certain securities regulatory authorities may provide or receive information to or from certain entities under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. 3. Consent to collect and use personal information By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above. The personal information that each securities regulatory authority or SRO collects, includes the following: • the personal information provided in this form; • the personal information provided by your sponsoring firm; • registration or financial services licensing information; • law enforcement records, including police records; • credit records; • bankruptcy or other insolvency records; • employment records and information received from an employer; • records and information received from entities you had or have an independent contractor or agency relationship with; • personal information available online; • records from government ministries and agencies, SROs or authorities exercising jurisdiction over specific business activities or professions; and • records of, and used in, court proceedings, including any probation records.”; (7) by deleting items 11 and 12; (8) by inserting, in Schedule B, under “IIROC” 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)
41 indicate the firm’s name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below: Name of business or employer:
Address of business or employer:
(number, street, city, province, territory or state, country) Name and title of your immediate supervisor:
(e) Provide all title(s) you use for the activity.
(c) Describe (i) the client, and (ii) how the client confusion will be
42 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) and e) 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: _______________________________________________________”; (11) in Schedule F: (a) by replacing the title with the following: “SCHEDULE F – Contact information for Consent and notice of collection and use of personal information”; (b) in the contact information for British Columbia: (i) by replacing “Freedom of Information Officer” with “Registration staff”;
43 (ii) by inserting, 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 “Registration”; (d) in the contact information for Yukon: (i) by inserting “Office of the Yukon” before “Superintendent of Securities”; (ii) by replacing “(867) 667-5314” with “(867) 667-5466”; (e) by deleting, in the contact information for Northwest Territories, the word “Deputy”. 15. This Regulation comes into force on (indicate here the date of coming into force of this Regulation).