Industry

Topical Guide For Registrants

This reference guide is designed to assist registrants and other stakeholders to locate topical guidance regarding compliance and registrant regulation matters. However, this reference guide is not an exhaustive list of all staff guidance or other resources on a topic and does not provide references or links to Ontario securities laws. The content of the guide is provided for information purposes only and not as advice. The topical reference guide was last updated on November 17, 2016. To view a list of the guidance documents referenced in the guide, click here. The OSC's Compliance and Registrant Regulation Branch will periodically update the guide with new and historical materials.

Registrants may wish to proactively use the staff guidance they access through this guide as a self-assessment tool to strengthen their compliance with Ontario securities laws, and as appropriate, to make changes to enhance their systems of compliance, internal controls and supervision. We encourage firms to seek advice from a qualified professional as they conduct their self-assessment and/or implement any changes to address issues that have been raised as a result of the guidance.

Note to users: The OSC's Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. Please click here to access its homepage.

Note to users: The OSC’s exempt market webpage provides information about the exempt market, including who needs to register, how issuers sell securities in the exempt market and what investors need to know. The webpage also allows users to report exempt distributions and access exempt market data. Please click here to access the OSC’s exempt market webpage.


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Main topics

Account statements Exemptions - Trading and advising Permitted individuals
Accredited investor prospectus exemption Fees – Regulatory fees for market participants Personal trading
Advisers Fees paid by investors (directly or indirectly) Policies and procedures
Alternative exam providers Financial reporting Portfolio managers
Annual compliance report of registered firm Finder’s fees Portfolio manager service arrangements with IIROC dealer members
Anti-money laundering (AML), terrorist financing and United Nations Act sanctions reporting requirements Flow-through limited partnerships Prohibited investments and prohibited transactions
Asset-backed commercial paper (ABCP) Foreign broker-dealers Prospectus exemptions
Benchmarks Foreign exchange contracts Proxy advisory firms
Best execution obligations Form 31-103F1 Calculation of Excess Working Capital Record-keeping requirements
Best interest standard for investment fund managers (fiduciary duty) Form 33-109F1, Form 33-109F2, Form 33-109F3, Form 33-109F4, Form 33-109F5, Form 33-109F6 and Form 33-109F7 Referral arrangements
Business continuity plan (BCP) Fund Facts Registrant misconduct
Capital Markets Participation Fee Calculation Form 13-502F4 Independent Review Committee (IRC) Registrant outreach
Capital requirements and working capital calculations Institutional trade matching and settlement Registration – Firms
Charges and commissions paid by clients and other compensation paid to registered firm, disclosure of (CRM2) Insurance Registration – General Guidance
Chief Compliance Officer (CCO) International advisers, international dealers and international investment fund managers Registration – Individuals
Client Relationship Model (CRM2) International Financial Reporting Standards (IFRS) Related or connected issuers of registrants
Commodity Futures Act (Ontario) Investment funds and investment fund managers Relationship disclosure information (RDI) (See this heading for certain CRM2 topics)
Complaint handling Know-your-client (KYC), know-your-product (KYP) and suitability requirements Reporting to clients (See this heading for certain CRM2 topics)
Compliance reviews of registrants Loans and margin Risk assessment questionnaire (RAQ)
Compliance system of registered firm Managed accounts Sales practices of mutual funds
Conflicts of interest Market value of investments Scholarship plan dealers (SPDs) and scholarship plans and other education savings plan products
Crowdfunding under MI 45-108 Marketing practices Section 11.9/11.10 National Instrument 31-103 notices
Contracts for difference (CFDs) Mediation services Split share companies
Custody of client assets Mortgage investment entities (MIEs) Subordinated debt and subordination agreements
DAP/RAP (Delivery on Payment/Receipt on Payment) trade reporting and matching National Registration Database (NRD) Suitability of trades, advice and/or investments
Derivatives NAV errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction Supervision
Disclosure Offering memoranda Tax shelter products / charitable donations of property
Dispute resolution service Ombudsman for Banking Services and Investments (OBSI) Terrorist financing reporting obligations
Discretionary exemptive relief On-line advising or dealing services Trade confirmations
Electronic delivery of documents On-line advising or dealing services Trade name of registrant
Electronic trading and direct electronic access (DEA) to marketplaces Opportunity to be Heard Trade name of registrant
Exempt market dealers (EMDs) Outside business activities Trades between client accounts and inter-fund trades (cross trades)
Exempt securities and exempt distributions Outsourcing by fund managers to third party service providers Ultimate Designated Person (UDP)
Exemptions from National Instrument 31-103 requirements Over-the-counter (OTC) derivatives Underwriters and underwriting
Ownership changes or acquisition of assets/securities of a registered firm Valuation of securities
Permitted clients Venture capital and private equity

Account statements
See Reporting to clients

Accredited investor prospectus exemption
See Prospectus exemptions, also see Exempt market dealers (EMDs) ► Accredited investor exemption and sale of exempt securities to non-accredited investors

Advisers
See Portfolio managers and its subtopics, as well as other relevant topics

Alternative exam providers
OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 21

Annual compliance report of registered firm
See Compliance system of registered firm ► Annual compliance report

Anti-money laundering (AML), terrorist financing and United Nations Act sanctions reporting requirements
Compliance and Registrant Regulation Branch e-mail blast July 27 2015, Monthly Suppression of Terrorism and UN Sanctions Report

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 20-21

CSA Staff Notice 31-317 (Revised) Reporting Obligations Related to Terrorist Financing,

Asset-backed commercial paper (ABCP)
See "Securitized products"

Benchmarks
For guidance for use in investment performance reports (under the cost disclosure and performance reporting requirements in NI 31-103), see Reporting to Clients ► Investment performance report - use of benchmarks

For general guidance, see Marketing practices ► Benchmarks

Best execution obligations
Companion Policy 23-101CP Trading Rules, section 1.1.1, Part 4

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 24-25

Best interest standard for investment fund managers (fiduciary duty)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► Fiduciary duty - statutory best interest standard and duty of care of investment fund managers

Business continuity plan (BCP)
See Compliance system of registered firm ► Business continuity plan (BCP)

Capital Markets Participation Fee Calculation Form 13-502F4
See Fees - Regulatory fees for market participants ► starting with Participation fees

Capital requirements and working capital calculations
Subtopic Guidance
Calculation of excess working capital and Form 31-103F1 Calculation of excess working capital Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 12.1, section 12.2,

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33-35

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42-44
Insufficient working capital, including failure to report to OSC OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, p35-36
Related party debt Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations section 12.2
Subordinated debt and subordination agreements Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 12.2

Charges and commissions paid by clients and other compensation paid to registered firm, disclosure of (CRM2)
See Relationship disclosure information (RDI) ► Disclosure of operating and transaction charges paid by clients and other compensation paid to firm (guidance on disclosure requirements at beginning of and during client relationship)

See Reporting to clients ► Report on charges and other compensation for guidance on disclosure specific to the annual report
Subtopic Guidance
Switch or change transactions - pre-trade disclosure and other obligations CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, page 5

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2.1

Chief Compliance Officer (CCO)
See Compliance system of registered firm ► Chief Compliance Officer (CCO)

Client Relationship Model (CRM2)
Subtopic Guidance
CRM2 rule implementation CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 9 - 10

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 7

Compliance and Registrant Regulation Branch e-mail blast March 7, 2014, Planning tips for implementing the "CRM2" amendments to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations,

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 12 - 13

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
Guidance on Client Relationship Model's (CRM2) substantive rules See Relationship Disclosure Information (RDI) and Reporting to clients

Commodity Futures Act (Ontario)
Subtopic Guidance
Exemptions from the registration requirement - foreign dealers - unsolicited trade and hedger exemptions See Registration - Firms ► Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers
Participation fees - Registrants under both the Securities Act and the Commodity Futures Act See Fees - Regulatory fees for market participants ► Participation fees - Registrants under both the Securities Act and the Commodity Futures Act
Registration under the Commodity Futures Act (Ontario) - firms and individuals See Registration - FirmsCommodity Futures Act (Ontario)

Complaint handling
Subtopic Guidance
Dispute resolution service OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 87-88

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16 - 17

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.16

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 8

CSA Staff Notice 31-338 Guidance on Dispute Resolution Services - Client Disclosure for Registered Dealers and Advisers that are not Members of a Self-Regulatory Organization

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 13 - 14
General guidance, including documenting and responding to complaints Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.14 - 13.15

CSA Staff Notice 31-338 Guidance on Dispute Resolution Services - Client Disclosure for Registered Dealers and Advisers that are not Members of a Self-Regulatory Organization

Compliance reviews of registrants
Subtopic Guidance
Compliance review preparation and process OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30-31, pages 48-50

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 35 - 36

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 36 - 37

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 25-28

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 35-39
Compliance with data reporting requirements of OSC Rule 91-507 See Over-the-counter (OTC) derivatives ► OSC compliance reviews
Contacting investors OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 28

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 14
Non-significant deficiencies OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 27-28
Outcomes of compliance reviews OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 32

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 37 - 38

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 38 - 39

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 35-36, Appendix A

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 30 - 32
Repeat common deficiencies OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39-41, pages 51-52, page 60

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42 - 43, pages 62 - 63, pages 70 - 71
Risk assessment questionnaire (RAQ) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 31

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 36

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 37

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 36

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 32-33
Risk-based approach to compliance reviews OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 31

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 36

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 25-26

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 30
Significant deficiencies OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 37
Sweep reviews OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 31

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 36 - 37

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 37 - 38

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 26

Compliance system of registered firm
Subtopic Guidance
Annual compliance report OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 31-32

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 46-48

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39-40
Business continuity plan (BCP) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42-43
Chief Compliance Officer (CCO) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 24-25

See Crowdfunding under MI 45-108 ► Restricted dealer funding portal - chief compliance officer

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, part 5 and section 5.2, section 11.3, section 3.4

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30-31

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 28-29, pages 39-40

OSC Staff Notice 33-738 OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39 - 40

Compliance and Registrant Regulation Branch e-mail blast May 15, 2012, OSC message to all CCOs and UDPs of registered firms re: concerns about inadequate compliance systems and CCOs not adequately performing responsibilities
Cyber security OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21
Inadequate compliance systems and effective compliance systems - all registrants OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 69

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 11.1

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30-31

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 29, pages 39-40

Compliance and Registrant Regulation Branch e-mail blast May 15, 2012, OSC message to all CCOs and UDPs of registered firms re: concerns about inadequate compliance systems and CCOs not adequately performing responsibilities
Inadequate compliance systems and effective compliance systems - exempt market dealers OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53 - 55

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 59 - 60

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 39
Insider status of clients and insider trading rules See Portfolio managers ► Insider status of clients and insider trading rules
Internal controls and policies and procedures Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 11.1

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 43 - 44
Internal controls and policies and procedures - portfolio management and trading practices OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 63 - 70
Outside business activities - policies, procedures and supervision Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4
Oversight of third party service providers (outsourcing) - all registrants Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, part 11

Oversight of third party service providers (outsourcing) - investment fund managers OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 57-58

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 70-71

OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5794

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21
Oversight of third party service providers (outsourcing) - service arrangements between portfolio managers and IIROC dealer members CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members
Risk management at registered firms OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 25-26

Supervision - general guidance Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 3.4, section 11.1

Supervision of advising representatives, associate advising representatives and research analysts by portfolio managers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 4.2

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 49-51

Supervision of dealing representatives by exempt market dealers OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55 - 57

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55-56

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 54

Ultimate Designated Person (UDP) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 36

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 5 and section 5.1, section 11.2

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30-31

Conflicts of interest
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Conflicts of interest between the registrant and a client, disclosure of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 43

CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices, pages 7125-7126

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 51
Conflicts of interest between the registrant and a client, identifying and responding to Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4
Finder's fees paid to entities related to investment fund manager of flow-through limited partnerships See Flow-through limited partnerships ► Finder’s fees paid to entities related to investment fund manager
Inappropriate sale of a registrant's securities to the registrant's clients OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 45-46
Managed account and inter-fund trades (cross trades) See Portfolio managers ► Trades between client accounts and inter-fund trades (prohibited cross trades)
Outside business activities of registered or permitted individuals OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 49 - 51

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30 - 31

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-17

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 28-29, page 57

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 58
Referral arrangements See Referral arrangements
Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers See Exempt market dealers (EMDs) ► Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers
Related parties, selling securities of CSA Staff Notice 31-343 Conflicts of interest in distributing securities of related or connected issuers

See Crowdfunding under MI 45-108 ► Funding portals - restricted dealing activities - related and connected issuers

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 57 - 58, pages 60 - 62

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 51 - 52, pages 59 - 60

Companion Policy 33-105CP Underwriting Conflicts,

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4, section 13.6

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 413

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42-43

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 50-51
Serving on a board of directors See also Conflicts of interest ► Outside business activities of registered or permitted individuals

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4
Underwriting conflicts (in the course of a distribution of securities) See Conflicts of interest ► Related parties, selling securities of

Crowdfunding under MI 45-108
Subtopic Guidance
Crowdfunding under MI 45-108 - prospectus exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 5

Exempt Market Review - Backgrounder, page 3

Companion Policy 45-108CP Crowdfunding, pages 4-7
Crowdfunding under MI 45-108 -resale of securities distributed under the crowdfunding prospectus exemption Companion Policy 45-108CP Crowdfunding, page 13
Form 45-106F1 Report of exempt distribution See Prospectus exemptions ► Reports of exempt distributions under NI 45-106 and OSC Rule 45-501
Funding portals - access to funding portal Companion Policy 45-108CP Crowdfunding, page 9
Funding portals - advertising and general solicitation Companion Policy 45-108CP Crowdfunding, pages 8-9
Funding portals - denial of issuer access and termination Companion Policy 45-108CP Crowdfunding, page 10
Funding portals - issuer access agreement Companion Policy 45-108CP Crowdfunding, page 9
Funding portals - obligation to review materials of eligible crowdfunding issuer Companion Policy 45-108CP Crowdfunding, pages 9-10
Funding portals - Online platform acknowledgment Companion Policy 45-108CP Crowdfunding, page 11
Funding portals - purchaser requirements prior to purchase Companion Policy 45-108CP Crowdfunding, page 11
Funding portals - registered dealer Companion Policy 45-108CP Crowdfunding, page 8
Funding portals - registration requirements OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-18

Companion Policy 45-108CP Crowdfunding, pages 7-12
Funding portals - restricted dealer Companion Policy 45-108CP Crowdfunding, page 7
Funding portals - monitoring purchaser communications Companion Policy 45-108CP Crowdfunding, page 11
Funding portals - restricted dealing activities - related and connected issuers Companion Policy 45-108CP Crowdfunding, page 8
Funding portals - restricted dealing activities - payments by issuers Companion Policy 45-108CP Crowdfunding, page 8
Restricted dealer funding portal - chief compliance officer Companion Policy 45-108CP Crowdfunding, page 13
Restricted dealer funding portal - permitted dealing activities Companion Policy 45-108CP Crowdfunding, page 12
Restricted dealer funding portal - proficiency of individuals Companion Policy 45-108CP Crowdfunding, page 13
Restricted dealer funding portal - prohibition on providing recommendations or advice Companion Policy 45-108CP Crowdfunding, pages 11-12
Restricted dealer funding portal - restriction on lending Companion Policy 45-108CP Crowdfunding, page 12

Contracts for difference (CFDs)
See Over-the-counter (OTC) derivatives ► Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Custody of client assets
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Insurance requirements for registered firms that hold or have access to client assets See Insurance ► Insurance requirements for advisers that hold or have access to client assets
OSC, CSA review of custody requirements for non-SRO registrants OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 38-40
Registered firm holding client assets - holding in separately designated trust accounts OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 71 - 73

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.6

DAP/RAP (Delivery on Payment/Receipt on Payment) trade reporting and matching
See Institutional trade-matching and settlement

Derivatives
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Over-the-counter (OTC) derivatives

Disclosure
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
For guidance on disclosure by specific entities and/or in specific contexts, see specific topics or subtopics. Some helpful topics may be Relationship disclosure information (RDI), Reporting to clients and Investment funds and investment fund managers and Conflicts of interest
Subtopic Guidance
Registrants' disclosure obligations to clients, general guidance Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.1

Dispute resolution service
See Complaint handling ► Dispute resolution service

Discretionary exemptive relief
Subtopic Guidance
Applications for exemptive relief OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 37

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 45 - 47
Responsibility to ensure compliance with terms and conditions OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 36, pages 63-64

Electronic delivery of documents
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Electronic delivery of documents to investors by market participants Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, part 14

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 35-36

Electronic delivery of documents to the OSC by market participants Compliance and Registrant Regulation Branch e-mail blast February 11, 2014,Requirement to deliver documents electronically to the Ontario Securities Commission (effective February 19, 2014),

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 40-41

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 48


Electronic trading and direct electronic access (DEA) to marketplaces
Companion Policy 23-103CP Electronic Trading and Direct Electronic Access to Marketplaces,

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 54-55

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 69

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 47-48

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 66

Exempt market dealers (EMDs)
Subtopic Guidance
Accredited investor exemption and sale of exempt securities to non-accredited investors OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 46-47

OSC Staff Notice 33-735 Sale of Exempt Securities to Non-Accredited Investors

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, pages 404-405, pages 407-408

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14-15, page 52

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 34-35, page 53

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, page 5649
Captive dealers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 50-51

See Conflicts of interest ► Related parties, selling securities of
Chief Compliance Officer (CCO) in name only OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 29
Client-directed trade instructions, misuse of See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Client-directed trade instructions
Crowdfunding under MI 45-108 See Crowdfunding under MI 45-108
Funding portals See Crowdfunding under MI 45-108
Improper use of firm's registration, including "renting out" OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 43-45

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53 - 55
Individuals trading without registration OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 55

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61-63
Know-your-client (KYC), know-your-product (KYP) and suitability requirements See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► KYC and suitability - general guidance

Also see Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Client-directed trade instructions
Marketing and client disclosure OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 55-56

Please also see: Marketing practices and associated subtopics
And also see Relationship disclosure information (RDI) ► General guidance, and other relevant sub-topics
Online portals OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 60
Permitted activities for EMDs OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 14

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 7.1
Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 55

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 57-58
Related or connected issuers, selling securities of See Conflicts of interest ► Related parties, selling securities of

Exempt securities and exempt distributions
See also Prospectus exemptions and subtopics
Subtopic Guidance
Reporting the sale of exempt securities to the OSC See Prospectus exemptions ► Reports of exempt distributions under NI 45-106 and OSC Rule 45-501
Resale restrictions on exempt securities See Prospectus exemptions ► Resale restrictions on exempt securities
Sale to non-accredited investors See Exempt market dealers (EMDs) ► Accredited investor exemption and sale of exempt securities to non-accredited investors
Supervision of dealing representatives by exempt market dealers See Compliance system of registered firm ► Supervision of dealing representatives by exempt market dealers

Exemptions from National Instrument 31-103 requirements
Subtopic Guidance
Certain exemptions for registered sub-advisers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.17
Exemptions available to IIROC and MFDA members and their dealing representatives Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 3.16, section 9.3-9.4, section 8.24


Exemptions - Trading and advising
Subtopic Guidance
Advising generally (not tailored to a receipient) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.25
Certain exemptions for registered sub-advisers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.5
Cross-border trades (jitneys) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.5
IIROC members with discretionary authority Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.24
Incidental advice on Canadian securities Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.26
International adviser OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.26
International dealer OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

CSA Staff Notice 31-346 Guidance as to the Scope of the International Dealer Exemption in relation to Foreign-Currency Fixed Income Offerings by Canadian Issuers

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.18
International sub-adviser Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.26.1
Investment fund trades by adviser to managed account Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.6
Plan administrators Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.5
Self-directed registered education savings plan (RESP) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.19
Short-term debt Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.22.1
Trades through or to a registered dealer Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.5
Trades through a registered dealer by a registered adviser Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.5.1
When not available to a registrant Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 8 preamble

Fees - Regulatory fees for market participants
Subtopic Guidance
Activity fees (exemptive relief applications, registration filings, etc.) OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 45 - 47, pages 48 - 49

Companion Policy 13-502CP Fees, section 2.5, 6.2

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 2.5
General guidance on fees Companion Policy 13-502CP Fees

Companion Policy 13-503CP (Commodity Futures Act) Fees

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 49
Late fees for late filing of forms and notices and for late fee payment OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 48

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39 - 41

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 18

Companion Policy 13-502CP Fees, section 4.3, 7.1-7.3

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 3.3, section 5.1- 5.3
Participation fees - application of certain fee rules to public investment funds that have investment fund managers Companion Policy 13-502CP Fees, section 3.1
Participation fees - Capital markets participation fees, general guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 22-23

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 47 - 48

Companion Policy 13-502CP Fees, part 4

Companion Policy 13-503CP (Commodity Futures Act) Fees, part 3
Participation fees - Incorrect calculation or indirect avoidance of fees, including not reflecting all revenue from capital market activities OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73 - 74

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, Page 23, Page 28

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 63-64

Companion Policy 13-502CP Fees, section 2.8

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 2.8
Participation fees - Late fees and other consequences of late filing of Capital Markets Participation Fee Calculation Form 13-502F4 OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 18

Companion Policy 13-502CP Fees, section 4.3

,Companion Policy 13-503CP (Commodity Futures Act) Fees section 3.3
Participation fees - Registrants under both the Securities Act and the Commodity Futures Act Companion Policy 13-502CP Fees, section 2.6, section 4.5

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 2.6
Participation fees - unregistered capital markets participants OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 22-23
Participation fees - who is required to pay OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 22-23

Companion Policy 13-502CP Fees, section 2.2

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 2.2
Permitted individuals Companion Policy 13-502CP Fees, section 6.2

Companion Policy 13-503CP (Commodity Futures Act)Fees, section 4.1
Refunds generally not entitled Companion Policy 13-502CP Fees, section 2.7

Companion Policy 13-503CP (Commodity Futures Act) Fees, section 2.7

Fees paid by investors (directly or indirectly)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Disclosure of fees received by registrants, such as referral fees, success fees and finder's fees See Reporting to clients ► Report on charges and other compensation
Performance fees, calculation of See Investment funds and investment fund managers ► Fees and commissions - Calculation of performance fees

Financial reporting
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Investment funds - IFRS and NI 81-106 Investment Fund Continuous Disclosure Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards, section 1.1

The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Net asset value (NAV) errors and adjustments See Investment funds and investment fund manager ► Net asset value (NAV) errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction
Registrants' annual financial statements and interim financial information - preparation in accordance with NI 52-107 and IFRS OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 37

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 12.10 - 12.11

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 34

Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards, part 2.7
Registrants' financial statements and interim financial information - separate (non-consolidated) financial statements for subsidiaries/jointly controlled entities Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards, section 2.7

Finder's fees
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Flow-through limited partnerships and finder’s fees paid to entities related to investment fund manager see Flow-through limited partnerships ► "Finder's fees paid to entities related to investment fund manager"

Flow-through limited partnerships
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Disclosure of past performance The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Finder's fees paid to entities related to investment fund manager The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Rollovers of flow-through limited partnerships The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,

Foreign broker-dealers
Subtopic Guidance
Exemptions from registration - Commodity Futures Act (Ontario) - foreign dealers See Registration - Firms ► Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers
Exemption from registration - U.S. broker-dealers See Registration - Firms ► Exemptions from the requirement to register - foreign dealers and advisers

Foreign exchange contracts
See Over-the-counter (OTC) derivatives ► Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Form 31-103F1 Calculation of Excess Working Capital
See Capital requirements and working capital calculations

Form 33-109F1, Form 33-109F2, Form 33-109F3, Form 33-109F4, Form 33-109F5, Form 33-109F6 and Form 33-109F7
See Registration - Firms and Registration - Individuals

Fund Facts
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► beginning with "Fund Facts"

Independent Review Committee (IRC)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► Independent Review Committee (IRC)

Institutional trade matching and settlement
OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 89

Companion Policy 24-101CP Institutional Trade Matching and Settlement

CSA Staff Notice 24-314 Preparing for the Implementation of T+2 Settlement: Letter to Registered Firms

CSA Staff Notice 24-305 Frequently Asked Questions about National Instrument 24-101 - Institutional trade Matching and Settlement and Related Companion Policy (Revised)

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 66-67

Insurance
Subtopic Guidance
Coverage limits and requirements Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, part 12, division 2

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 44 - 46

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 37-38

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 73
Insurance requirements for advisers that hold or have access to client assets Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 12.4

International advisers, international dealers and international investment fund managers
Subtopic Guidance
Exemptions from registration - Commodity Futures Act (Ontario) - foreign dealers See Registration - Firms ► Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers
Fees - Participation fees payable by exempt international firms See Fees - Regulatory fees for market participants ► Participation fees - Capital markets participation fees, general guidance
International advisers - exemption from the registration requirement See Registration - Firms ► Exemptions from the requirement to register - advisers

See also Registration - Firms ► Exemptions from the requirement to register - foreign dealers and advisers
International dealers - exemption from the registration requirement See Registration - Firms ► Exemptions from the requirement to register - dealers and underwriters

See also Registration - Firms ► Exemptions from the requirement to register - foreign dealers and advisers
International investment fund managers - registration requirements and exemptions See Registration - Firms ► Investment fund managers - non-resident investment fund managers
International dealers - exemption from the registration requirement (Commodity Futures Act (Ontario)) See Registration - Firms ► Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers

International Financial Reporting Standards (IFRS)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Financial reporting and subtopics

Investment funds and investment fund managers
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Borrowing and cash management (mutual funds) OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5793
Client reporting requirements for investment fund managers See Reporting to clients ► Investment fund managers - security holder statement requirements for clients of investment fund managers
Closed-end funds (non-redeemable investment funds) OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 77
Consultants to investment funds - registration as adviser The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Definition of "investment fund" The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Disclaimers of liability for third party information in prospectuses The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Expenses - allocation of expenses to investment funds, fund vs. investment fund manager expenses OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55-56

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 72

OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5787
Fees and commissions - Disclosure of fees negotiated separately between investor and dealer (advisory fees) or fund manager (management/admin fees) The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fees and commissions - Disclosure of management fees - fees payable directly by securityholders The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fees and commissions - Disclosure of trailing commissions paid to discount brokers The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fees and commissions - Fixed administration fees with adjustment payments The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fees and expenses of funds - Disclosure in offering documents OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5792

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 79
Fiduciary duty - statutory best interest standard and duty of care of investment fund managers OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 65-66
Forward purchase agreements (pre-paid forwards) The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fund Facts point of sale disclosure OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 75

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 60-61

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 51

The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Fund-of-funds - disclosure of fees and expenses The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch
General guidance - investment fund managers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 7.3
Independent Review Committee (IRC) OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 49-50

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53 - 57
Inter-fund trades (cross trades) See Portfolio managers ► Trades between client accounts and inter-fund trades (prohibited cross trades)
International Financial Reporting Standards (IFRS) and investment funds See Financial reporting ► Investment funds - International Financial Reporting Standards (IFRS) and NI 81-106 Investment Fund Continuous Disclosure
Liquidity (mutual fund portfolio assets) OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 75 - 76
Marketing practices See Sales practices (mutual funds) Also see Marketing practices
Money-market funds, hedge funds and non-conventional investment funds - market turmoil review, findings and suggested practices OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 34
Mortgage investment entities and investment funds See Mortgage investment entities (MIEs)
Net asset value (NAV) errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 58-60

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 12.14

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 32

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 76 - 77
Offering memoranda See Offering memoranda
Orphaned accounts and security holder statements See Reporting to clients ► Security holder statements and orphaned accounts
Outsourcing to third party service providers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 64-65

See Compliance system of registered firm ► Oversight of third party service providers (outsourcing) - all registrants and Oversight of third party service providers (outsourcing) - investment fund managers
Prohibited inter-fund trades OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61-62
Prohibited investments for investment funds See also Portfolio managers ► Trades between client accounts and inter-fund trades (prohibited cross trades)

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 74

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 33-34

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53 - 55, page 77
Prohibited lending by investment fund manager to investment fund OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 60-61
Registration - investment fund managers See various subtopics under Registration - Firms including:
Registration - Firms ► Investment fund managers;
Registration - Firms ► Investment fund managers - fund complexes or groups with more than one investment fund manager;
Registration - Firms ► non-resident investment fund managers
Registration exemptions for non-resident investment fund managers See Registration - Firms ► Investment fund managers - non-resident investment fund managers
Resources for investment fund managers (industry organization and OSC) OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 76

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 75-76
Sales communications by publicly offered investment funds OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 61
Sales practices (mutual funds) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 65

OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5778, Appendix A

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 71 - 72

The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Side letters OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 31-32

Valuation of securities held in investment funds OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 71

Yield/income funds - regular distributions in excess of earnings The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,


Know-your-client (KYC), know-your-product (KYP) and suitability requirements
Subtopic Guidance
Accredited investor qualification and determining whether prospectus exemption is available See Exempt market dealers (EMDs) ► Accredited investor exemption and sale of exempt securities to non-accredited investors
Client-directed trade instructions CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 415-417

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, pages 5649-50

Delegation of KYC & suitability obligations by portfolio managers to referral agents See also Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Delegation of KYC & suitability obligations, general guidance

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 51-52

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 43-44

Delegation of KYC & suitability obligations, general guidance OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39 - 41

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 409

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.3

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, page 5651

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61 - 63

Disclosure to clients re KYC and suitability See also Relationship disclosure information (RDI) ► Suitability obligation disclosure

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2

Inappropriate use of disclaimers and limitation of liability OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 74-75

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, page 5650

KYC and suitability - insider status of clients See Portfolio managers ► Insider status of clients and insider trading rules
KYC and suitability - general guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33-34

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52 - 53, pages 65 - 67

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.2, section 13.3

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations,

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 41 - 43

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product,

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, pages 5651-5652

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14-16, pages 53-54

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52-53
KYP and product due diligence OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 45-46, pages 47-48

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 410

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product,

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 60 - 61
KYP and registrant proficiency CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, pages 409-410
KYP and suitability OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 45-46, pages 47-48

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations,

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product,

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.3

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14-16, pages 53-54

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pp52-53

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 26-27
On-line advising KYC process and suitability determination See On-line advising or dealing services ► On-line advisory services by portfolio managers
Portfolio managers and KYC in Investment Policy Statements (IPSs) and Investment Management Agreements (IMAs) CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, p409

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, p48-49

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, p16

Senior investors OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 41-42
Suitability of trades, advice and/or investments Also see Exempt market dealers (EMDs) ► Accredited investor exemption and sale of exempt securities to non-accredited investors

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 413

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product,

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, page 5649

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53-54

Vulnerable investors OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 41-42

Loans and margin
Subtopic Guidance
Restriction on lending to clients OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 60-61

See Crowdfunding under MI 45-108 ► Restricted dealer funding portal - restriction on lending

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.12

Managed accounts
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Portfolio managers, also see topic/subtopic for specific subject matter

Market value of investments
Subtopic Guidance
Calculation methodology See Reporting to clients ► Market value of investments and accounts

Marketing practices
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Benchmarks OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73-74

CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7441-7442
Exaggerated and unsubstantiated claims CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7440-7441
Funding portals See Crowdfunding under MI 45-108 ►Funding portals - advertising and general solicitation
General guidance CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers,

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73-74

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 44-45, pages 55-56

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 37-38
GIPS compliance OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 26-27
Hypothetical performance data CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7439-7440
Improper marketing of Canadian Investor Protection Fund coverge OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 56-57
Improper marketing of registration OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 56-57
Names and titles - using titles that imply registration; inappropriate use of business or trade names CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7443-7444
Performance composites CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7442-7443
Performance returns from a previous firm, and from proprietary firm and individual portfolio manager accounts OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 23-24

CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, pages 7444-7445
Policies, procedures and internal controls CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, page 7441

Sales communications by publicly offered investment funds See Investment funds and investment fund managers ► Sales communications by publicly offered investment funds
Testimonials OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 34-35
Use of social media CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers, page 7438

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 38-39

Mediation services
See Complaint handling ► Dispute resolution service

Mortgage investment entities (MIEs)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Mortgage investment entities and investment funds OSC Staff Notice 81-722 Mortgage Investment Entities and Investment Funds
Registration obligations - investment fund manager, adviser, dealer OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 27-28

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 22-23

CSA Staff Notice 31-323 Guidance Relating to the Registration Obligations of Mortgage Investment Entities

OSC Staff Notice 81-722 Mortgage Investment Entities and Investment Funds

National Registration Database (NRD)
See Registration - General guidance ► National Registration Database (NRD)

NAV errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► Net asset value (NAV) errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction

Offering memoranda
Subtopic Guidance
Guidance on use of offering memoranda in connection with distributions in reliance on certain prospectus exemptions Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, sections 5.1 - 5.7
Investment funds offered by offering memorandum, disclosure in OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 56-57
Offering memorandum prospectus exemption See Prospectus exemptions ► Review of prospectus exemptions and consideration of new prospectus exemptions
Right of action for damages and right of rescission in Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 5.3

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 56-57

Ombudsman for Banking Services and Investments (OBSI)
See Complaint handling ► Dispute resolution service

On-line advising or dealing services
Subtopic Guidance
Contracts for difference (CFDs) offered through internet by unregistered entities See Over-the-counter (OTC) derivatives ► Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario
Crowdfunding under MI 45-108 OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 17-18

See Crowdfunding under MI 45-108
Internet platforms and other unregistered entities engaged in registrable activities OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 26-27
Intermediaries in the exempt market Exempt Market Review - Backgrounder, pages 3-4
On-line advisory services by portfolio managers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52-54, pages 58-59

CSA Staff Notice 31-342 Guidance for Portfolio Managers Regarding Online Advice

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 69 - 70

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, paegs 46-47

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27
"Online" delivery platforms: new business models See also Exempt market dealers (EMDs) ► Online portals

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 28

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27
Peer-to-peer lending websites OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-19

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27

OSC Media Release June 19, 2015 OSC Sets Out Expectations for Businesses Planning to Operate Peer-to Peer Lending Websites

Outside business activities
See Conflicts of interest ► Outside business activities of registered or permitted individuals

Outsourcing by fund managers to third party service providers
See Compliance system of registered firm ► Oversight of third party service providers (outsourcing) - investment fund managers, also see subtopic Oversight of third party service providers (outsourcing) - all registrants

Over-the-counter (OTC) derivatives
Subtopic Guidance
Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 21

OSC Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario,
Definition of derivatives for purpose of derivative data reporting OSC Rule 91-507 Companion Policy 91-506CP Derivatives: Product Determination, pages 27-33
Derivatives data reporting requirements Companion Policy 91-507CP Trade Repositories and Derivatives Data Reporting, CP Parts 1, 3

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 15 - 16
OSC compliance reviews OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 86-87

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 15 -16

OSC Staff Notice 91-704 Compliance Review Plan for OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting
Rulemaking proposals

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 86-87

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 15 - 16

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 9

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 9-10

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 13


Ownership changes or acquisition of assets/securities of a registered firm
Subtopic Guidance
Failure to provide the required notice OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 43 - 44

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 18, pages 32-33

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39 - 41
General guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 37-38

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 43 - 44

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 11.9, section 11.10

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 31-32

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 39 - 41

Permitted clients
Subtopic Guidance
Determining whether an investor is a permitted client Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.2

Relationship Disclosure Information (RDI) and permitted clients See Relationship disclosure information (RDI) ► Permitted clients and relationship disclosure

Permitted individuals
Definition of permitted individual See Registration - Individuals ► Permitted individuals

Personal trading
Subtopic Guidance
Policies and procedures on personal trading OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 46-48

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55 - 77

Policies and procedures
Subtopic Guidance
General guidance See Compliance system of registered firm ► Internal controls and policies and procedures

Portfolio managers
Subtopic Guidance
Account statement delivery obligations and use of consolidated account statements See Reporting to clients ► Portfolio managers - account statement delivery obligations and use of consolidated account statements
Advising clients in other jurisdictions without appropriate registration or exemption from registration OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55-56
Advising in respect of recognized options, proficiency OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 54-55
Best execution obligations See Best execution obligations
Delegation of KYC & suitability obligations by portfolio managers to referral agents See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Delegation of KYC & suitability obligations by portfolio managers to referral agents
Inadequate number of advising representatives and associate advising representatives OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52-54
Insider status of clients and insider trading rules OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 67 - 68
Institutional trade matching and settlement requirements See Institutional trade matching and settlement
Investment allocation (fairness policy) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.10

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61-63

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 57 - 58
KYC and suitability information updates for managed account clients See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► KYC and suitability - general guidance
KYC in Investment Policy Statements (IPSs) and Investment Management Agreements (IMAs) See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Portfolio managers and KYC in Investment Policy Statements (IPSs) and Investment Management Agreements (IMAs)
Managed accounts - accredited investor exemption and investment fund securities OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 11 - 12, page 76
Managed accounts - exemptive relief from prospectus requirements for non-accredited investors who are "secondary clients" The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
On-line advisory services See On-line advising or dealing services ► On-line advisory services by portfolio managers
Personal trading See Personal trading
Policies and procedures - portfolio management and trading practices See Compliance system of registered firm ► Internal controls and policies and procedures - portfolio management and trading practices
Service arrangements with IIROC dealer members CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members
Supervision of advising representatives, associate advising representatives and research analysts OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52-54

See Compliance system of registered firm ► Supervision of advising representatives, associate advising representatives and research analysts by portfolio managers
Trade matching and settlement See Institutional trade matching and settlement
Trades between client accounts and inter-fund trades (prohibited cross trades) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61-62

See also Investment funds and investment fund managers ► Prohibited investments for investment funds

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73-74

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.5

OSC Staff Notice 33-743 Guidance on Sales Practices, Expense Allocation and other Relevant Areas Developed from the Results of the Targeted Review of Large Investment Fund Managers, page 5794

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 40-42

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55 - 58

The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Use of client brokerage commissions (formerly, "soft dollars") OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42-43

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55 - 57

Portfolio manager service arrangements with IIROC dealer members
CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

Prohibited investments and prohibited transactions
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
For prohibited managed account and inter-fund transactions (cross trades), see Portfolio Managers ► Trades between client accounts and inter-fund trades (prohibited cross trades)
For prohibited investments for investment funds, see Investment funds and investment fund managers ► Prohibited investments for investment funds

Prospectus exemptions
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Accredited investor exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 4

Companion Policy 45-106CP Prospectus Exemptions, section 3.5

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 11 - 12, pages 68 - 69

See also Exempt market dealers (EMDs) ► Accredited investor exemption and sale of exempt securities to non-accredited investors

Crowdfunding under MI 45-108 See Crowdfunding under MI 45-108
Determining when exemption is available - responsibility and compliance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 46-47

Companion Policy 45-106CP Prospectus Exemptions, section 1.9

Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 3.3
Existing security holder exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 6

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 11
Family, friends and business associates exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 7

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 11
General guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 48-50

Summary of Key Capital Raising Prospectus Exemptions in Ontario, pages 1 - 3

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 11

Companion Policy 45-106CP Prospectus Exemptions
Local exemptions (available in Ontario only) CSA Staff Notice 45-304 (Revised) - Notice of Local Exemptions Related to NI 45-106 Prospectus Exemptions and NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, page 1, page 7-8
Minimum amount investment exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 8

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 11

Companion Policy 45-106CP Prospectus Exemptions, section 3.9
Offering memorandum - guidance on use of OM in connection with distributions in reliance on certain prospectus exemptions See Offering memoranda ► Guidance on use of offering memoranda in connection with distributions in reliance on certain prospectus exemptions
OM exemption Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 9

Exempt Market Review - Backgrounder, page 2
Private issuer exemption Companion Policy 45-106CP Prospectus Exemptions, section 3.6
Reinvestment plans Companion Policy 45-106CP Prospectus Exemptions, section 3.4.1
Reports of exempt distributions under NI 45-106 and OSC Rule 45-501 CSA Staff Notice 45-320 Exemptions for Certain Foreign Issuers from the Requirement to Identify Purchasers as Registrants or Insiders in Reports of Exempt Distribution

OSC Staff Notice 33-735 Sale of Exempt Securities to Non-Accredited Investors, page 5424

Companion Policy 45-106CP Prospectus Exemptions, section 5.1

Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 6

CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions

Exempt Market Review - Backgrounder, page 4-5
Resale restrictions on exempt securities Companion Policy 45-106CP Prospectus Exemptions, section 6.1

Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 7.1

See Crowdfunding under MI 45-108 ► resale of securities distributed under the crowdfunding prospectus exemption
Review of prospectus exemptions and consideration of new prospectus exemptions OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 10 - 13

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 10

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 10 - 11
Rights offering exemption OSC Staff Notice 51-727 Corporate Finance Branch - 2015-2016 Annual Report

Exempt Market Review - Backgrounder, page 4

Summary of Key Capital Raising Prospectus Exemptions in Ontario, page 11

Soliciting and advertising to purchasers See Crowdfunding under MI 45-108 ►Funding portals - advertising and general solicitation

Companion Policy 45-106CP Prospectus Exemptions, section 3.1 - section 3.3.1

Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 3.6
Syndications (persons created solely to use exemptions) Companion Policy 45-106CP Prospectus Exemptions, section 1.8

Underwriters - availability of prospectus exemptions generally Companion Policy 45-106CP Prospectus Exemptions, section 1.7

Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions, section 3.5

Proxy advisory firms
OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 69-70

Record-keeping requirements
CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 41 - 42

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 11.5, section 11.6

Referral arrangements
Subtopic Guidance
Delegation of KYC and suitability obligations under referral arrangements See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Delegation of KYC & suitability obligations, general guidance and Delegation of KYC & suitability obligations by portfolio managers to referral agents
Disclosure to clients, including disclosure of referral fees CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, page 13

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.10, section 14.17

General guidance Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 13 Division 3, section 13.7, section 13.8, section 13.9
77
OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 61 - 63
Referral agreements Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.8

Registrant misconduct
Subtopic Guidance
Criminal charges OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 81
CSA Disciplined List OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 81
General guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 69-73

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 79 - 81

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 17-18

OSC Staff Notice 34-701 Publication of Decisions of the Director on Registration Matters under Part XI of the Securities Act (Ontario) ("Opportunities to be Heard")
Opportunities to be heard (OTBHs) - Director's Decisions on contested and settled OTBHs, by topic and year See Director's Decisions on OSC website
Opportunities to be heard and settlement agreements - guidance OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 69-73

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 79 - 80

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 17-19

OSC Staff Notice 34-701 Publication of Decisions of the Director on Registration Matters under Part XI of the Securities Act (Ontario) ("Opportunities to be Heard")

Procedures for Opportunities to be Heard Before Director’s Decisions on Registration Matters made under the Statutory Powers Procedures Act
Terms and conditions on, suspension of or termination of registration OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 82

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 17-19

OSC Staff Notice 34-701 Publication of Decisions of the Director on Registration Matters under Part XI of the Securities Act (Ontario) ("Opportunities to be Heard"),

Registrant outreach
Subtopic Guidance
Registrant Advisory Committee (RAC) OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 13

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 20 - 21

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 14

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 19 - 20
Registrant outreach program OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 11-12

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers page 19-20, page 21

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 13

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 18 - 19

Registration - Firms
Subtopic Guidance
Applying for registration - process for applying OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-17

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 27 - 28

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 11

Companion Policy 33-109CP Registration Information, section 3.1

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 23 - 25, pages 26 - 27
Business locations of firms Companion Policy 33-109CP Registration Information, section 3.3

NRD Information User Guide
Business trigger for trading and advising Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3
Categories of registration and the entities that are required to register in those categories Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, CP Part 7
Changes to registration information of firms OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 28 - 29

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 26

Companion Policy 33-109CP Registration Information, section 1.4, section 3.2, Appendix A
Commodity Futures Act (Ontario) Companion Policy 33-109CP Registration Information, section 5.1

OSC Staff Notice 35-704 (Commodity Futures Act) Non-Resident Advisers
Contracts for difference (CFDs) - dealer and adviser registration requirements See Over-the-counter (OTC) derivatives ► Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario
Exemptions for bulk transfers of locations and individuals (reorganization or combination of firms) Companion Policy 33-109CP Registration Information, section 3.4, Appendix C
Exemptions - client mobility exemptions OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55-56

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 8.30
Exemptions - when not available to a registrant Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 8 preamble
Exemptions from the requirement to register - advisers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 8, section 8.24 - 8.26, Section 8.26.1
Exemptions from the requirement to register - dealers and underwriters OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

CSA Staff Notice 31-346 Guidance as to the Scope of the International Dealer Exemption in relation to Foreign-Currency Fixed Income Offerings by Canadian Issuers

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 8, section 8.5, section 8.5.1, section 8.6, section 8.18 section 8.19, section 8.22.1
Exemptions from the requirement to register - general guidance Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, CP Part 8

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27, page 62
Exemptions from the requirement to register - foreign dealers and advisers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

CSA Staff Notice 31-346 Guidance as to the Scope of the International Dealer Exemption in relation to Foreign-Currency Fixed Income Offerings by Canadian Issuers

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14 - 15

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14 -15

Companion Policy 35-101CP Conditional Exemption from Registration for United States Broker-Dealers and Agents

OSC Staff Notice 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario, Pages 1-2

OSC Companion Policy 32-505CP Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario
Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers OSC Staff Notice 33-744 Availability of registration exemptions to foreign dealers in connection with trades in options and futures contracts under the Commodity Futures Act (Ontario), pages 1-4
Exemptions - Local registration exemptions (available in Ontario only) CSA Staff Notice 45-304 (Revised) - Notice of Local Exemptions Related to NI 45-106 Prospectus Exemptions and NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations page 1, page 7-8
Fitness/suitability for registration OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 16

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3

Companion Policy 33-109CP Registration Information, section 1.1, section 2.7

Companion Policy 13-502CP Fees, section 7.2

Companion Policy 13-503CP (Commodity Futures Act)Fees, section 5.2
Foreign firms - identifying the principal regulator Companion Policy 33-109CP Registration Information, section 3.1
Form 33-109F3 Business Locations other than Head Office Companion Policy 33-109CP Registration Information, section 3.3

NRD Information User Guide
Form 33-109F5 Change of Registration Information See also Registration - Firms ► Changes to registration information of firms

Companion Policy 33-109CP Registration Information, section 3.2

Companion Policy 13-502CP Fees, sections 7.1, 7.3
Form 33-506F5 Change of Registration Information (Commodity Futures Act) Companion Policy 13-503CP (Commodity Futures Act) Fees, sections 5.1, 5.3
Form 33-109F6 Firm Registration Companion Policy 33-109CP Registration Information, section 3.1
Forms, quick link to See OSC website, Information for Dealers, Advisers and Investment Fund Managers, Forms and Documents page
Funding portals OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-19

See Crowdfunding under MI 45-108
Investment fund managers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3, section 7.3

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73 - 74
Investment fund managers - fund complexes or groups with more than one investment fund manager OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 23-24
Investment fund managers - non-resident investment fund managers OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 21-23

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 25-26

Companion Policy 32-102CP Registration Exemptions for Non-Resident Investment Fund Managers, Appendix A
Mortgage investment entities (MIEs) See Mortgage investment entities (MIEs) ► Registration obligations - investment fund manager, adviser, dealer
Non-resident advisers to non-resident investment funds OSC Staff Notice 35-704 (Commodity Futures Act) Non-Resident Advisers
Not for profit issuers OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27
Novel business activities See OSC LaunchPad website

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-19

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 19-22

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 26-27

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 28, pages 63 - 68
On-line services OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-19

For on-line services and the requirement to register, see On-line advising or dealing services
Peer-to-peer lending websites

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-19

See On-line advising or dealing services ► Peer-to-peer lending websites

Registration as the first compliance review (pre-registration reviews) OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 24-26

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 23 - 25
Restricted dealers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 7.1
Split share companies and requirement to have registered portfolio manager See Split share companies ► Portfolio manager requirement
Securities issuers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3
Suspension, revocation or surrender of registration OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 26 - 27

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, CP Part 10
Terms and conditions on registration to address business model OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 19
Trading with or advising non-Ontario investors OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 21-22
Venture capital and private equity Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3

Registration - General Guidance
Subtopic Guidance
Applications for registration, common deficiencies in OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 16-17, pages 19-21, pages 25-28, pages 73-74

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 24-28

OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, pages 12-15
Applications for registration, misrepresentations and related omissions in OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 29-30
Applying for registration - risk based approach OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 21
Forms, quick link to See OSC website, Information for Dealers, Advisers and Investment Fund Managers, Forms and Documents page
Fundamental concepts of registration requirement Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3
Late filings, fees for late filings OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 18

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 29 - 30
National Registration Database (NRD) Companion Policy 33-109CP Registration Information, section 2.1

See also the NRD website, under "About" and "FAQ"
Opportunity to be heard (OTBH) - Upon staff recommendation to refuse to grant, renew, reinstate or amend registration or to impose terms and conditions on registration See Registrant misconduct ► Opportunities to be heard (OTBHs) and settlement agreements
Service commitment OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 19

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 26

Registration - Individuals
Subtopic Guidance
Adding, surrendering or changing categories Companion Policy 33-109CP Registration Information, section 2.3

See also the NRD User Guide guidance on changing/surrendering individual categories
Additional jurisdiction/additional sponsoring firm (forms) Companion Policy 33-109CP Registration Information, section 2.2

See also the NRD User Guide guidance on changing/surrendering individual categories
Applying for registration – new advisers and CCO applicants at small PM firms OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33 - 34
Applying for registration - process for applying OSC Staff Notice 33-734 2010 Compliance and Registrant Regulation Branch Annual Report, page 11

Companion Policy 33-109CP Registration Information, section 2.2

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 26 - 27
Business locations Companion Policy 33-109CP Registration Information, section 2.6
Business trigger for trading and advising See Registration - Firms ► Business trigger for trading and advising
Changes to registration information of individuals OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 32 - 33

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 27

Companion Policy 33-109CP Registration Information, section 1.4, section 2.4, section 4.2, Appendix A
Commodity Futures Act (Ontario) See Registration - FirmsCommodity Futures Act (Ontario)
Criminal charges OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 73-74

See Registrant misconduct ► Criminal charges
Exemptions - client mobility exemptions OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 55-56

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 2.2
Exemptions - when not available to a registrant Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 8 preamble
Fitness/suitability for registration OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 29 - 30

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 16

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 1.3

Companion Policy 33-109CP Registration Information, section 1.1, section 2.7
Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals Companion Policy 33-109CP Registration Information, section 1.3, section 3.5

See also the NRD User Guide guidance on notice of termination and updating/correcting termination information
Form 33-109F2 Change or Surrender of Individual Categories See Registration - Individuals ► Adding, surrendering or changing categories
Form 33-109F4 Registration of Individuals and Review of Permitted Individuals See also Registration - Individuals ► Changes to registration information of individuals

See also Registration - Individuals ► Reactivation/reinstatement of registration

Companion Policy 33-109CP Registration Information, section 2.2

See also the NRD User Guide guidance on initial submissions
Form 33-109F5 Change of Registration Information See also Registration - Individuals ► Changes to registration information of individuals

Companion Policy 33-109CP Registration Information, section 2.4
Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 30 - 31

Companion Policy 33-109CP Registration Information, section 2.5
Forms, quick link to See OSC website, Information for Dealers, Advisers and Investment Fund Managers, Forms and Documents page
Funding portals See Crowdfunding under MI 45-108
Permitted individuals OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 27-28

Companion Policy 33-109CP Registration Information, section 1.2, section 2.2
Proficiency requirements, advising in respect of recognized options OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 54-55
Proficiency requirements - advising or associate advising representative, relevant investment management experience Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 3.3, section 3.11 and 3.12, section 4.2, Appendix C

CSA Staff Notice 31-332 Relevant Investment Management Experience for Advising Representatives and Associate Advising Representatives of Portfolio Managers

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 22

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33 - 34
Proficiency requirements, applying for exemptive relief from See also the NRD User Guide guidance, "How to Apply for an Exemption"
Proficiency requirements, general guidance Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 3 Division 1, Section 3.3, section 3.4, Appendix C

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 26-28

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33 - 34
Reactivation/reinstatement of registration See also Registration - Individuals ► Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 31

Companion Policy 33-109CP Registration Information, section 2.2, section 2.5, section 4.2

Restrictions on registered individuals - acting for another registered firm (dual registration) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 4.1
Suspension or revocation of IIROC or MFDA approval Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 6.2 - 6.3
Suspension, revocation, surrender or transfer of registration Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 6, section 6.1, section 6.6

Companion Policy 33-109CP Registration Information, section 2.5
Termination or cessation of registration Companion Policy 33-109CP Registration Information, section 3.5, section 4.1
Trading with or advising non-Ontario investors OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 25-26, pages 55-56

See Registration - Firms ► Trading with or advising non-Ontario investors

Related or connected issuers of registrants
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Conflicts of interest ► Related parties, selling securities of

Also see Exempt market dealers (EMDs) ► Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers

Relationship disclosure information (RDI) (See this heading for certain CRM2 topics)
Subtopic Guidance
Client participation in the registrant-client relationship Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2
Disclosure of conflicts of interest See Conflicts of interest, subtopics starting with Related or connected issuers
Disclosure of operating and transaction charges paid by clients and other compensation paid to firm (guidance on disclosure requirements at beginning of and during client relationship) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2

CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices, pages 7122
General guidance CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 58 - 60

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2

CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices

Name of registrant used in registerable activities Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2
Order execution trading Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2
Permitted clients and relationship disclosure CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, pages 5-6
Pre-trade disclosure of charges CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, pages 6-7

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2.1

Risk disclosure information re risks to consider when making investment decisions OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 44

CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices, pages 7124 - 7125
Risks of using borrowed money to invest CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices, page 7125
Scholarship plan dealers See Scholarship plan dealers (SPDs) and scholarship plans and other education savings plan products ► Relationship Disclosure Information (RDI)
Suitability obligation, disclosure of CSA Staff Notice 31-334 CSA Review of Relationship Disclosure Practices, page 7129

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, pages 5651-5652

Reporting to clients (See this heading for certain CRM2 topics)
Subtopic Guidance
Account statements CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Pages 8-9

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.14

Compliance and Registrant Regulation Branch e-mail blast March 7, 2014, Planning tips for implementing the "CRM2" amendments to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-2

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Additional statements CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Pages 8-9

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.14.1

Compliance and Registrant Regulation Branch e-mail blast March 7, 2014, Planning tips for implementing the "CRM2" amendments to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-2

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Determining Market value CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Pages 7-8

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.11.1, section 14.19

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Exempt market dealer requirements under CRM2 CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Pages 1-4
General guidance CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, CP Part 14, Division 5

See also Client Relationship Model (CRM2) ► CRM2 rule implementation
Investment fund managers - security holder statement requirements for clients of investment fund managers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.15

Investment performance report - general guidance CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 13-14

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 14.18 - 14.19, section 14.20

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Investment performance report - use of benchmarks Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2, section 14.19
Outsourcing client reporting or securities valuation CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 14 Division 5

See also Compliance system of registered firm, ► Oversight of third party service providers (outsourcing) - all registrants and Oversight of third party service providers (outsourcing) - investment fund managers
Portfolio managers - account statement delivery obligations and use of consolidated account statements CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 58

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14 - 15

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 53-54

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 64-65
Position cost information for client securities CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 9-10

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.14.2

Compliance and Registrant Regulation Branch e-mail blast March 7, 2014, Planning tips for implementing the "CRM2" amendments to ``Registration Requirements, Exemptions and Ongoing Registrant Obligations, page 2

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Report on charges and other compensation - disclosure of trailing commissions and other mutual fund related charges CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 12
Report on charges and other compensation - general guidance CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 11-13

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.17, section 14.20, Appendix D

Compliance and Registrant Regulation Branch e-mail blast March 7, 2014, Planning tips for implementing the "CRM2" amendments to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, page 2
Scholarship plan dealers See Scholarship plan dealers (SPDs) and scholarship plans and other education savings plan products ► Client reporting requirements
Security holder statements for orphaned accounts (accounts without a dealer of record) CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 11

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
Trade confirmations CSA Staff Notice 31-345 Cost Disclosure, Performance Reporting and Client Statements – Frequently Asked Questions and Additional Guidance, Page 8

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.12

Risk assessment questionnaire (RAQ)
See Compliance reviews of registrants ► Risk assessment questionnaire (RAQ)

Sales practices of mutual funds
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► Sales practices (mutual funds)

Scholarship plan dealers (SPDs) and scholarship plans and other education savings plan products
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Client reporting requirements (CRM2) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.16, section 14.19

CSA Staff Notice 31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, pages 1-3
General guidance OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 44-46

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 59-60
Marketing materials The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,

Prospectus form OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 61
Relationship Disclosure Information (RDI) Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.2

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 60-61
Up-front commission structure The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Undertaking re investment in equity securities and terms & conditions re principal protected note investment, plan eligibility rules and OBSI complaint resolution The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch

Section 11.9/11.10 National Instrument 31-103 notices
See Ownership changes or acquisition of assets/securities of a registered firm

Split share companies
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
Subtopic Guidance
Exemptive relief for secondary offerings The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,
Exemptive relief from s.119 of Securities Act (Ontario) (front-running prohibition) and s.13.5(2) of NI 31-103 (self-dealing prohibition) The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch,

Subordinated debt and subordination agreements
See Capital requirements and working capital calculations ► Subordinated debt and subordination agreements

Suitability of trades, advice and/or investments
See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ► Suitability of trades, advice and/or investments

Supervision
See Compliance system of registered firm ► beginning with Supervision

Tax shelter products / charitable donations of property
OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 28, pages 63-64

Terrorist financing reporting obligations
See Anti-money laundering (AML), terrorist financing and United Nations Act sanctions reporting requirements

Trade confirmations
See Reporting to clients ► Trade confirmations

Trade name of registrant
See Relationship Disclosure Information (RDI) ► Name of registrant used in registrable activities and Marketing practices ► Names and titles - using titles that imply registration; inappropriate use of business or trade names

Trades between client accounts and inter-fund trades (cross trades)
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Portfolio managers ► Trades between client accounts and inter-fund trades (prohibited cross trades)

Ultimate Designated Person (UDP)
Subtopic Guidance
Inadequate compliance systems and UDPs/CCOs not meeting their responsibilities See Compliance system of registered firm ► Inadequate compliance systems and effective compliance systems - all registrants and Inadequate compliance systems and effective compliance systems - exempt market dealers; for general guidance on UDPs see Compliance system of registered firm, subtopic Ultimate Designated Person (UDP)


Underwriters and underwriting
Subtopic Guidance
Conflicts of interest, including disclosure of See Conflicts of interest ► Related parties, selling securities of
Permitted underwriting activities for EMDs See Exempt market dealers (EMDs) ► Permitted activities for EMDs
Prospectus exemptions See Prospectus Exemptions ► Underwriters - availability of prospectus exemptions generally
Permitted underwriting activities for investment dealers Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 7.1

Valuation of securities
Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications
See Investment funds and investment fund managers ► Valuation of securities held in investment funds

Venture capital and private equity
Subtopic Guidance
Registration requirements See Registration - Firms ► Venture capital and private equity