PROPOSED Form 33-109F6 - Application for registration as a dealer, adviser or investment fund manager for securities and/or derivatives [paper version) Complete this form to apply for the firm’s initial registration in any province or territory of Canada. If you are unable to answer the question fully on the form, attach additional details as a schedule using a separate sheet of paper, clearly identifying the relevant section and item. Please complete and sign the form, and send it to the appropriate Canadian securities regulator(s) in each Canadian jurisdiction where the firm is applying for registration. Make sure to include the required attachments, including all schedules, and have them initialed and dated by a senior officer of the applicant firm. A. Contact information 1. Legal name of the applicant firm 2. Other than the legal name of the applicant firm provided in Item A.1, please list the names the applicant firm will be “carrying on business as” and any trade names the applicant firm operates under. Please provide effective date of trade names and the end date if applicable. 3. List all the previous names ever used by the applicant firm, and all previous names used by any of its affiliates or predecessors within the last 10 years 4. Address Head office address Telephone number Fax number E-mail address Website (If not applicable to your firm, indicate N/A) Mailing address (if different from head office address) ______________________________________________________ ______________________________________________________ If the Head office is not in Canada, does the applicant firm have a place of business in Canada? Yes No If yes, provide the mailing address. 1
5. Key contact person for the applicant firm (This is the primary person with whom the regulators will address all matters relating to the application and ongoing requirements. This person may be external legal counsel to the applicant firm.) Name Telephone number Firm Name (if not applicant firm name) Title E-mail address 6. Address for service in home jurisdiction If address for service is the same address as the head office address, check this box 7. Who is responsible for the applicant firm’s compliance in the Canadian jurisdiction(s) where the firm is applying for registration (e.g. Ultimate Designated Person and Chief Compliance Officer)? If it is the same person as indicated in question 5, state this. Name: NRD #: Title: E-mail address: Telephone number: Province or territory: Name: NRD #: Title: E-mail address: Telephone number: Province or territory: 8. Who is the Chief Authorized Firm Representative for the National Registration Database (NRD)? Name E-mail address Telephone number 2
B. Jurisdictions where firm is applying Alberta British Columbia Manitoba New Brunswick Newfoundland & Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Quebec Saskatchewan Yukon C. Categories of registration 1. What type of registration is the firm applying for? (Check all that apply.) Investment dealer Mutual fund dealer Scholarship plan dealer Exempt market dealer Restricted Dealer Investment fund manager Portfolio Manager Restricted Portfolio Manager 3
D. Business structure and history 1. Type of legal structure (e.g. corporation, partnership, sole proprietor) 2. Where are the majority of the senior officers located? 3. Provide a brief history of the applicant firm and any affiliates, i.e. nature of the applicant firm’s business and how long it has been in business. 4. Has the applicant firm amalgamated with, acquired or been acquired by another entity within the last 10 years? Yes No If yes, provide names of entities, relevant dates, and type of transaction. 5. List all beneficial owners of the applicant firm that own, directly or indirectly, or exercise control or direction over, 10 per cent or more of the voting securities of the firm. Name Date of birth Title E-mail address Security ownership (class, (if applicable) (if applicable) type and amount) 6. List all of the principals of the applicant firm. (If they are the same as above, state this.) Name Title E-mail address 7. List below all the permitted individuals as defined in MI 33-109, and file a Form 33-109F4 for each of these permitted individuals via NRD Name Title Date of Birth Please attach the following documents: 4
8. A business plan for the next five years that includes: • the nature of services, including types of securities and/or derivatives to be distributed or discretionary or non-discretionary advice provided In this form, “derivatives” means financial instruments, such as futures contracts, options and swaps whose market price, value or payment obligations are derived from or based on one or more underlying interests. Derivatives can be in the form of instruments, agreements or securities. • proposed or existing investment models for your portfolios, sectors and types of securities in models, research to be conducted, etc. • products the applicant firm intends to develop, manage or administer and how they will be distributed • the applicant firm’s intentions about providing any financial services, such as lending or margining • target client market (e.g. individuals, accredited investors, retail clients, types of institutions, etc.) • details of relationships and any arrangements or contracts, relating to the financial services being provided, with other persons and/or companies • how assets of clients will be held • fees charged to clients (e.g. commissions, percentage of profits, transaction fees, pre-paid fees) • details of outsourcing arrangements, such as names of entities involved, dates, and relationship with those entities. • list of products that will be sold under an exemption and which exemptions the applicant firm intends to rely on • number of representatives and branches anticipated • plans for non-securities business activities requiring a license • plans for non-securities business that is not subject to licensing or registration 5
9. Organizational chart showing the applicant firm’s reporting structure. This must include directors, senior officers/partners, ultimate responsible person and chief compliance officer. 10. Ownership chart showing all controlling and beneficial owners and affiliates 11. Copy of the articles of incorporation or any other constating document. If the applicant firm is a partnership or sole proprietor, provide a copy of the partnership agreement or registration of trade name. 6
E. Capital requirements 1. If the applicant firm is less than five years old, where did the applicant firm’s start-up capital come from and what was the amount? 2. For assets of the applicant firm held by a financial institution, provide the following: Name and address of Description of asset Amounts ($) financial institution 3. Are any people acting as guarantor for the applicant firm? Yes No If yes and the guarantor has an NRD number, please provide this number_____________ If yes, provide the names, address, telephone number and email address of the guarantor(s). ________________________________________________________________________ ________________________________________________________________________ If yes, disclose any influence the guarantor(s) may have over the applicant firm and any potential for conflict of interest the firm may have with the individual(s) acting as guarantor(s), and describe how the applicant firm will minimize the potential for conflict of interest. ________________________________________________________________________ ________________________________________________________________________ 4. Does the applicant firm currently have any executed subordination agreements in relation to any loans from an associate owing by the firm? Yes No If yes, provide a copy of each agreement. Please attach the following documents: 5. Calculation of excess working capital form (for non SRO members use Form 31-103F1; for SRO members use the appropriate capital calculation form required to be filed by the IDA/MFDA) 6. Audited financial statements (opening balance sheet if the applicant firm is a start-up company) 7
F. Financial information 1. Fiscal year end (MM/DD) (If the applicant firm does not have a definite date for its year end, state this and provide details.) 2. Firm’s auditor 3. Insurance (for securities-related activities in all jurisdictions) Name of insurer Specific insuring agreements Policy # Amount of coverage $ Amount of the deductible $ Renewal date List jurisdictions where insurance is held ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ If the applicant firm’s insurance coverage is not in the form of a Financial Institution Bond, provide details demonstrating that the insurance coverage is equivalent to this bond. ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Does the applicant firm’s insurance cover all jurisdictions where it is applying for registration? Yes No N/A If No or N/A, explain why 4. Has the applicant firm or any of its affiliates ever been declared bankrupt or made an assignment in bankruptcy? Yes No If yes, provide details about how and when it happened, whether it was voluntary or involuntary, and the jurisdiction. 5. Has the applicant firm or any of its affiliates ever appointed a receiver or receiver manager, or had one appointed? Yes No 8
If yes, provide details, the date and the jurisdiction. 6. In the last ten years, has the applicant firm ever, been denied bonding? Yes No made a claim on a bond? Yes No had a bond revoked? Yes No If yes, provide details of the bond, the date and the jurisdiction and the reasons for the denial, payout or revocation. 7. Has the applicant firm made any claims to its insurance company during the last ten years for any securities-related activity? Yes No If yes, provide amount of the claim, the date and the jurisdiction. 8. Provide the name and address of each bank where the applicant firm’s accounts are held Name Address Please attach the following documents: 9. Letter of direction authorizing the auditor to conduct an audit of the applicant firm that the regulator may request at any time while the firm is registered. The letter must state that firm will pay for the costs of the audit and will provide the regulator with a copy of the report if requested. 10. Directors’ resolution on sufficiency of insurance for the securities-related activities 9
G. Operations 1. Does the applicant firm have any conflicts of interest related to securities or financial dealings of clients? For example, relationships with other registrants, referral arrangements with other registrants, or any affiliates registered in the same category for which the applicant is seeking registration. Yes No If yes, provide details. 2. Does the applicant firm take possession or intend to take possession of client funds and/or securities? Yes No Please attach the following documents: 3. Policies and procedures manual 4. Relationship disclosure document 5. Written policy on fairness in allocation of investment opportunities (advisers only) 6. Copy of the applicant firm’s letterhead and a sample business card 7. Proposed marketing material to be distributed by the firm 8. Copy of the firm’s standard employment agreement between registered individuals and the firm specifically identifying the compensation arrangement 9. Copy of the applicant firm’s Know Your Client form and/or client account opening forms 10. Where applicable, client-related documents, such as financial plans, investment policy statement and investment management agreements 10
H. Registration, licensing and memberships (financial services-related) 1. Is the applicant firm or any of its affiliates currently registered or have they ever been registered in any province, territory, state or country to deal or advise in securities or derivatives? Yes No If yes, list the jurisdiction(s), categories of registration, date registered and expiry date of registration, if applicable. 2. Is the applicant firm a member of a securities and/or commodities exchange, a self-regulatory organization (SRO) or similar organization in any province, territory, state or country? Yes No If yes, list the organization(s) and jurisdiction(s). If no, has the applicant firm applied for registration or membership with a securities and/or commodities exchange, an SRO or similar organization? Yes No If yes, list the organization(s) and jurisdiction(s). 3. Is the applicant firm or any of its affiliates currently registered or have they ever been registered in any province, territory, state or country under legislation that requires licensing or registration to sell or advise in financial products other than securities (e.g. mortgage broker, financial planning, life insurance, derivatives, etc.)? Yes No If yes, list the type of license or registration, jurisdiction, date registered and expiry date of registration, if applicable. 4. Does the firm currently have clients in the jurisdiction where the firm is applying for registration? Yes No If yes, please provide details. 11
5. Has the applicant firm or any of its affiliates or predecessors ever entered into a settlement agreement with any financial services regulator or with any organizations referred to in question 2 above? Yes No If yes, please provide details. 6. Has any financial services regulator or any of the organizations referred to in question 2 ever: Yes No a. Determined that the applicant firm or any of its affiliates or predecessors made a false statement or omission b. Determined that the applicant firm or any of its affiliates or predecessors violated regulations or laws of any province, territory, state or country, or violated the rules of an SRO or commodities exchange c. Determined that the applicant firm or any of its affiliates or predecessors is not suitable for registration, licensing or membership d. Refused the applicant firm or any of its affiliates or predecessors registration, licensing or membership in any province, territory, state or country for securities-related activities or in any other capacity? e. Suspended or terminated any registration, licensing or membership of the applicant firm or any of its affiliates or predecessors f. Appointed a monitor for the applicant firm or any of its affiliates or predecessors g. Issued an order to the applicant firm or any of its affiliates or predecessors about investment-related activity (e.g. cease trade order) h. Denied the applicant firm or any of its affiliates or predecessors any exemption from registration, licensing or membership in any province, territory, state or country i. Imposed conditions on any registration or membership of the applicant firm or any of its affiliates or predecessors If yes to any of the above items, provide full details, including the regulator/organization, jurisdiction and the date. 12
7. Within the last 10 years has the applicant firm ever been: Yes No a. Subject to an order, a proceeding or the initiation of a proceeding by a financial services regulator, securities and/or commodities exchange or SRO, or similar organization of which it is a member b. Sanctioned by a financial services regulator, securities and/or commodities exchange or SRO, or organization of which it is a member If yes to any of the above items, describe the proceeding or sanction, the regulator, SRO or organization and the relevant date(s). 8. Is the applicant firm currently involved in a situation that would reasonably be expected to result in a YES answer to any of the items in question 6 or 7 in this section? Yes No If yes, describe the situation. 13
I. Legal action 1. Has the applicant firm or any of its affiliates ever been convicted under the laws of any province, territory, state or country? Yes No If yes, describe the type of conviction, the date of the conviction and the jurisdiction. 2. Is the applicant firm or any of its affiliates currently the subject of any outstanding charges or indictments under the laws of any province, territory, state or country? Yes No If yes, describe the charges or indictments and the jurisdiction. 3. Are there currently any outstanding civil actions against the applicant firm or its affiliates? Yes No If yes, describe the nature of the action, the current stage of the litigation and the specific remedies requested by the plaintiff(s) 4. Has the applicant firm or any of its affiliates ever received a judgement of fraud or theft against it in a civil court, criminal court or administrative tribunal in any jurisdiction in the world? Yes No If yes, describe the case, the date it took place and the jurisdiction. 5. Are there any judgements or liens against the applicant firm or any of its affiliates? Yes No If yes, describe the judgements or liens, the date and the jurisdiction. 14
J. National Registration System 1. Election to use the national registration system (NRS) Has the applicant firm elected to use the NRS? Yes No If yes, by submitting this form, the applicant firm: • certifies that in each Canadian jurisdiction where it has appointed an agent for service, it has completed the appointment of agent for service required in that jurisdiction • is subject to the securities and/or derivatives legislation of each Canadian jurisdiction where it has applied for registration, including the jurisdiction of any tribunals or any proceedings that relate to the registrant’s activities under that securities and/or derivatives legislation • waives any right to use lack of jurisdiction as a defence in any of those tribunals or proceedings. Please attach the following documents: • A completed Form 31-101F1 • Cheque payable to each of the regulators where the applicant firm is seeking registration • Confirmation that insurance covers all jurisdictions where applying for registration 15
K. Collection of personal information Securities regulators require personal information about the people listed on this form so they can complete their review of this application, and if the firm is approved, to assess whether the firm continues to meet the registration requirements. Securities regulators may collect this information only under the requirements in securities and/or derivatives legislation and may only use personal information to administer and enforce provisions of the securities and/or derivatives legislation. Securities regulators may collect personal information from this application, police records, records of other regulators or self-regulatory organizations, credit records, employment records, government and private bodies or agencies, individuals, corporations, and other organizations. They may also collect personal information indirectly. Securities regulators may also provide personal information about the individuals listed on this form to other regulators, SROs or similar organizations or stock exchanges if required for an investigation or other regulatory issue. If any one listed on this form has any questions about the collection and use of their personal information, they can contact the securities regulator in the relevant jurisdiction. See Schedule A for details. In Québec, they can also contact the Commission d’accès à l’information du Québec at 1-888-528-7741 or visit its website at www.cai.gouv.qc.ca. By completing this section, you: • Acknowledge that the securities regulator in the relevant jurisdiction(s) may collect personal information about the individuals listed on this form and to provide it to any regulator, SRO or similar organization or stock exchange if required for an investigation or other regulatory issue. • confirm that the individuals listed on 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 authorized signing officer Title of authorized signing officer Signature Date signed (YYYY/MM/DD) 16
L. Submission to jurisdiction and appointment of agent for service of process (Those firms that are considered to be non-resident firms must complete this section for each jurisdiction where they are applying for registration.) By submitting this form, the applicant firm: • is subject to the securities and/or derivatives legislation of each Canadian jurisdiction where you have submitted this form, including the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant under that securities and/or derivatives legislation; • appoints the agent at the address below to be served any documents for any of these tribunals or proceedings; Name of the applicant firm Jurisdiction where the applicant firm was incorporated Agent Contact Information: Name of agent for service of process (agent) Address of agent in jurisdiction(s) where firm is applying for registration Firm Name (if applicable) Telephone Number Fax number E-mail address The applicant firm agrees to file a new submission to jurisdiction and appointment of agent for service of process if any of the following changes occur within six years of the termination of the firm’s registration: • the name or address of the agent for service changes • the firm changes its agent for service. The new submission for jurisdiction and appointment for agent for service of process must be filed at least 30 days before the change comes into effect. This submission to jurisdiction and appointment of agent for service of process is governed by the securities and/or derivatives legislation of the relevant jurisdiction in Canada. 17
Firm’s authorization Name of applicant firm’s authorized signing officer Title of applicant firm’s authorized signing officer Signature Date signed (YYYY/MM/DD) Agent’s authorization By signing below, you agree to act as agent for service of process for the applicant firm according to the terms set out in this submission to jurisdiction and appointment of agent for service of process. Name of agent’s authorized signing officer Title of agent’s authorized signing officer Signature Date signed (YYYY/MM/DD) Please attach the following: 1. The firm’s privacy statement for collection and disclosure of personal information 2. The firm’s executed consent to collection of personal information 18
M. Signatures By signing below, you confirm that: • you have read and understand the questions in this form • you understand that it is an offence under the securities and/or derivatives legislation to provide false or misleading information on this form • all of the information provided on this form is true. Name of applicant firm Name of authorized signing officer Title of authorized signing officer Signature Date signed (YYYY/MM/DD) Witnessed by a lawyer, notary public or commissioner of oaths: Name Title Signature (indicate in which capacity witness has signed, i.e. lawyer, notary public or commissioner of oaths) Date signed (YYYY/MM/DD) 19
Schedule A Who to contact if you have questions about the collection and use of your personal information. Alberta Alberta Securities Commission, 4th Floor, 300 B 5th Avenue S.W. Calgary, AB T2P 3C4 Attention: Information Officer Telephone: (403) 297-6454 British Columbia British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Attention: Freedom of Information Analyst Telephone: (604) 899-6500 or (800) 373-6393 (in BC) Manitoba The Manitoba Securities Commission 500-400 St. Mary Avenue Winnipeg, MB R3C 4K5 Attention: Director – Legal Telephone: (204) 945-0605 New Brunswick New Brunswick Securities Commission Suite 300, 85 Charlotte Street Saint John, NB E2L 2J2 Attention: Director, Market Regulation Telephone: (506) 658-3021 Newfoundland and Labrador Securities Commission of Newfoundland and Labrador P.O. Box 8700, 2nd Floor, West Block Confederation Building St. John's, NF A1B 4J6 Attention: Director of Securities Tel: (709) 729-4189 20
Nova Scotia Nova Scotia Securities Commission 2nd Floor, Joseph Howe Building 1690 Hollis Street P.O. Box 458 Halifax, NS B3J 3J9 Attention: FOI Officer Telephone: (902) 424-7768 Northwest Territories Government of the Northwest Territories P.O. Box 1320 Yellowknife, NWT X1A 2L9 Attention: Deputy Registrar of Securities Telephone: (867) 920-8984 Nunavut Legal Registries Division Department of Justice Government of Nunavut P.O. Box 1000 Station 570 Iqaluit, NU X0A 0H0 Attention: Deputy Registrar of Securities Telephone: (867) 975-6190 Ontario Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, ON M5H 3S8 Attention: FOI Coordinator Telephone: (416) 593-8314 Prince Edward Island Securities Registry Office of the Attorney General B Consumer, Corporate and Insurance Services Division P.O. Box 2000 Charlottetown, PE C1A 7N8 Attention: Deputy Registrar of Securities Telephone: (902) 368-4569 21
Québec Autorité des marchés financiers Stock Exchange Tower P.O. Box 246, 22nd Floor 800 Victoria Square Montréal, PQ H4Z 1G3 Attention: Responsable de l’accès à l’information Telephone: (514) 395-0337 or (877) 525-0337 (in Québec) Saskatchewan Saskatchewan Financial Services Commission 800 B1920 Broad Street Regina, SK S4P 3V7 Attention: Director Telephone: (306) 787-5842 Yukon Department of Community Services Yukon P.O. Box 2703 Whitehorse, YU Y1A 2C6 Attention: Registrar of Securities Telephone: (867) 667-5225 22
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.