Securities Law & Instruments


Headnote

Foreign adviser exempted from the adviser registration requirement in section 22(1)(b) of the Commodity Futures Act (Ontario) in order to act as:

1) an adviser in respect of commodity futures contracts and commodity futures options for certain institutional investors in Ontario -- Clients meet the definition of "permitted client" in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Contracts and options are primarily traded on commodity futures exchanges outside of Canada and primarily cleared outside of Canada; and

2) a sub-adviser in respect of commodity futures contracts and commodity futures options for principal advisers registered under the Commodity Futures Act (Ontario).

Terms and conditions on exemption correspond to the relevant terms and conditions on the comparable exemption from the adviser registration requirement available to:

1) international advisers in respect of securities set out in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; and

2) sub-advisers with a head office or principal place of business in a foreign jurisdiction in respect of securities set out in section 8.26.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Exemption also subject to a five-year "sunset clause" condition.

Applicable Legislative Provisions

Commodity Futures Act, R.S.O. 1990, c. C.20. as am., ss. 1(1), 22(1)(b), 80.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25(3).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1, 8.26, 8.26.1.

Applicable Order

In the Matter of Brandywine Global Investment Management LLC, dated February 15, 2013, (2013) 36 OSCB 2036.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(the CFA)

 

AND

 

IN THE MATTER OF

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

 

AND

 

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT (CANADA), ULC

 

AND

 

MACKENZIE FINANCIAL CORPORATION

 

ORDER

(SECTION 80 OF THE CFA)

UPON the application (the Application) of Brandywine Global Investment Management, LLC (BGIM LLC), Brandywine Global Investment Management (Canada), ULC (BGIM Canada), and Mackenzie Financial Corporation (Mackenzie) to the Ontario Securities Commission (the Commission) for an order pursuant to section 80 of the CFA exempting BGIM LLC and any individuals engaging in, or holding themselves out as engaging in, the business of advising BGIM Canada, Mackenzie and others on BGIM LLC's behalf (the Representatives), for a specified period of time, from the adviser registration requirement in paragraph 22(1)(b) of the CFA, subject to certain terms and conditions;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND WHEREAS for the purposes of this Order:

"CFA Adviser Registration Requirement" means the requirement in paragraph 22(1)(b) of the CFA that prohibits a person or company from acting as an adviser with respect to trading in Contracts unless the person or company is registered in the appropriate category of registration under the CFA;

"CFTC" means the United States Commodity Futures Trading Commission;

"Contract" has the meaning ascribed to that term in subsection 1(1) of the CFA;

"Foreign Contract" means a Contract that is primarily traded on one or more organized exchanges that are located outside of Canada and primarily cleared through one or more clearing corporations that are located outside of Canada;

"International Adviser Exemption" means the exemption set out in section 8.26 of NI 31-103 from the OSA Adviser Registration Requirement (as defined below);

"International Sub-Adviser Exemption" means the exemption set out in section 8.26.1 of NI 31-103 from the OSA Adviser Registration Requirement;

"NFA" means the United States National Futures Association;

"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"OSA" means the Securities Act, R.S.O. 1990, c. S.5, as amended;

"OSA Adviser Registration Requirement" means the requirement in subsection 25(3) of the OSA that prohibits a person or company from engaging in or holding himself, herself or itself out as engaging in the business of advising others as to the investing in or the buying or selling of securities, unless the person or company is registered in the appropriate category of registration under the OSA;

"Permitted Client" means a client in Ontario that is a "permitted client", as that term is defined in section 1.1 of NI 31-103, except that for purposes of this Order such definition shall exclude a person or company registered as an adviser or dealer under the securities legislation or derivatives legislation, including commodity futures legislation, of a jurisdiction of Canada;

"Previous Order" means the exemption from the CFA Adviser Registration Requirement in respect of providing advice to Permitted Clients as to the trading of Foreign Contracts (subject to certain conditions), granted by the Commission to BGIM LLC on February 15, 2013, and as expired on February 15, 2018;

"Principal Adviser" means either BGIM Canada or Mackenzie;

"SEC" means the United States Securities and Exchange Commission;

"U.S. Advisers Act" means the United States Investment Advisers Act of 1940; and

"U.S.A." or "United States" means the United States of America.

AND UPON BGIM LLC, BGIM Canada and Mackenzie having represented to the Commission that:

1. BGIM LLC is a limited liability company organized under the laws of the State of Delaware, U.S.A., and was established in 1986. BGIM LLC's head office or principal place of business is located in Pennsylvania, U.S.A.

2. BGIM LLC and BGIM Canada are affiliates (as defined in the OSA), as each is a wholly-owned subsidiary of Legg Mason Inc., a global asset management firm listed on the New York Stock Exchange. Mackenzie is not affiliated with either BGIM LLC or BGIM Canada.

3. BGIM LLC engages in the business of an adviser with respect to securities and with respect to Contracts in the U.S.A. In the U.S.A, BGIM LLC manages an array of equity, fixed income and balanced portfolios that invest in U.S., international and global markets. As of December 31, 2017 BGIM LLC managed approximately US$75 billion in assets.

4. BGIM LLC is:

(i) registered with the SEC as an investment adviser under the U.S. Advisers Act;

(ii) registered with the CFTC as a commodity pool operator and a commodity trading advisor; and

(iii) an approved member of the NFA.

As such, BGIM LLC is permitted to carry on Advisory Services and Sub-Advisory Services (each as defined below) in the U.S.A.

5. BGIM LLC is not a resident of, and does not have any offices or branches in, any province or territory of Canada.

6. BGIM Canada is an unlimited liability corporation under the laws of British Columbia with its head office located in Ontario.

7. BGIM Canada is registered:

(i) under the securities legislation in each of the provinces of Canada as an adviser in the category of portfolio manager and a dealer in the category of exempt market dealer;

(ii) under the securities legislation in Newfoundland and Labrador, Ontario, and Québec as an investment fund manager; and

(iii) under the CFA in Ontario as a commodity trading manager.

8. Mackenzie is a corporation incorporated under the laws of Ontario with its head office located in Ontario.

9. Mackenzie is registered:

(i) under the securities legislation in each of the provinces and territories of Canada as an adviser in the category of portfolio manager and a dealer in the category of exempt market dealer;

(ii) under the securities legislation in Newfoundland and Labrador, Ontario, and Québec as an investment fund manager;

(iii) under the Commodity Futures Act in Manitoba as an adviser; and

(iii) under the CFA in Ontario as a commodity trading manager.

10. BGIM LLC is not registered in any capacity under the OSA or CFA or under the securities legislation, commodity futures legislation, or derivatives legislation, of any jurisdiction of Canada.

11. BGIM LLC has filed to rely on the International Adviser Exemption in Ontario, Manitoba, and Québec, and currently relies on the International Adviser Exemption and International Sub-Adviser Exemption in Ontario.

12. BGIM LLC has complied with all of the terms and conditions of the Previous Order.

13. Although BGIM LLC had obtained the Previous Order in order to allow it to provide the Advisory Services (defined below) to Permitted Clients in Ontario until its expiration date of February 15, 2018, BGIM LLC had not actually relied on the Previous Order.

14. BGIM LLC is not in default of securities legislation, commodity futures legislation, or derivatives legislation in any jurisdiction in Canada. BGIM LLC is in compliance in all material respects with securities laws, commodity futures laws, and derivatives laws of the United States.

15. With respect to securities, BGIM LLC currently acts as:

(i) a discretionary portfolio manager on behalf of separately managed accounts of institutional investors; and

(ii) a sub-adviser to investment funds, in Ontario.

16. In addition to providing advice in respect of securities to Ontario clients as described above, BGIM LLC proposes to act as:

(i) an adviser to Permitted Clients on Foreign Contracts (as it was previously permitted to, as expressed in the Previous Order) (the Advisory Services); and

(ii) a sub-adviser to a Principal Adviser on Foreign Contracts in connection principally with foreign currency futures, options, and forwards. BGIM LLC will provide its advice on a fully discretionary basis (the Sub-Advisory Services).

17. Each Principal Adviser is, or will be, the investment fund manager of and/or provide, or will provide, discretionary portfolio management services in Ontario to:

(i) investment funds, the securities of which will be qualified by prospectus for distribution to the public in Ontario and certain other Canadian jurisdictions (the Retail Funds);

(ii) investment funds, the securities of which will be sold on a private placement basis in Ontario and certain other Canadian jurisdictions pursuant to prospectus exemptions contained in National Instrument 45-106 Prospectus Exemptions (the Pooled Funds, and collectively with the Retail Funds, each a Fund, and together the Funds); and

(iii) clients who have entered into investment management agreements with the Principal Adviser to establish managed accounts (the Managed Account Clients) (each of the Investment Funds, Pooled Funds and Managed Account Clients being referred to individually as a Sub-Advisory Client and collectively as the Sub-Advisory Clients).

18. The discretionary portfolio management services provided, or to be provided, by a Principal Adviser to its Sub-Advisory Clients include, or will include, acting as an adviser with respect to both securities and Contracts where such investments are part of the investment program of such Sub-Advisory Clients. The Principal Adviser acts, or will act, as a commodity trading manager in respect of such Sub-Advisory Clients.

19. The Advisory Services and the Sub-Advisory Services will include the use of specialized investment strategies employing Foreign Contracts, and BGIM LLC will not advise in Ontario on Contracts that are not Foreign Contracts, unless providing such advice is incidental to its providing advice on Foreign Contracts.

20. In connection with a Principal Adviser acting as an adviser to Sub-Advisory Clients in respect of the purchase or sale of Contracts, the Principal Adviser, pursuant to a written agreement made between the Principal Adviser and BGIM LLC, will retain BGIM LLC to provide the Sub-Advisory Services in respect of all or a portion of the assets of the investment portfolio of the respective Sub-Advisory Client, provided that:

(a) in each case, the Contracts must be cleared through an "acceptable clearing corporation" (as defined in National Instrument 81-102 Investment Funds or any successor thereto (NI 81-102)) or a clearing corporation that clears and settles transactions made on a futures exchange listed in Appendix "A" of NI 81-102; and

(b) such investments are consistent with the investment objectives and strategies of the applicable Sub-Advisory Client.

21. BGIM LLC and its Representatives will only provide the Sub-Advisory Services as long as the Principal Adviser is, and remains, registered under the CFA as an adviser in the category of commodity trading manager.

22. The relationship among BGIM LLC, the Principal Adviser, and any Sub-Advisory Client will be consistent with the requirements of section 8.26.1 of NI 31-103.

23. As would be required under section 8.26.1 of NI 31-103:

(a) the obligations and duties of BGIM LLC will be set out in a written agreement with the Principal Adviser;

(b) the Principal Adviser will enter into a written agreement with each Sub-Advisory Client, agreeing to be responsible for any loss that arises out of the failure of the Principal Adviser:

(i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Principal Adviser and each Sub-Advisory Client; or

(ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances (together with (i), the Assumed Obligations).

24. The written agreement between the Principal Adviser and BGIM LLC will set out the obligations and duties of each party in connection with the Sub-Advisory Services and will permit the Principal Adviser to exercise the degree of supervision and control it is required to exercise over BGIM LLC in respect of the Sub-Advisory Services.

25. The Principal Adviser shall deliver to the Sub-Advisory Clients all required reports and statements under applicable securities, commodity futures, and derivatives legislation.

26. The prospectus or other offering document (in either case, the Offering Document) of each Sub-Advisory Client that is a Fund and for which the Principal Adviser engages BGIM LLC to provide Sub-Advisory Services will include the following (the Required Disclosure):

(a) a statement that the Principal Adviser is responsible for any loss that arises out of the failure of BGIM LLC to meet the Assumed Obligations; and

(b) a statement that there may be difficulty in enforcing any legal rights against BGIM LLC (or any of its Representatives) because BGIM LLC is resident outside of Canada and all or substantially all of its assets are situated outside of Canada.

27. Prior to purchasing any securities of one or more of the Sub-Advisory Clients that are Funds directly from the Principal Adviser, all investors in these Funds who are Ontario residents will receive the Required Disclosure in writing (which may be in the form of an Offering Document).

28. Each client that is a Managed Account Client for which the Principal Adviser engages BGIM LLC to provide Sub-Advisory Services will receive the Required Disclosure in writing prior to the purchasing of any Contracts for such Sub-Advisory Client.

29. Paragraph 22(1)(b) of the CFA prohibits a person or company from acting as an adviser unless the person or company is registered as an adviser under the CFA, or is registered as a representative or as a partner or an officer of a registered adviser and is acting on behalf of such registered adviser.

30. By providing the Advisory Services and Sub-Advisory Services, BGIM LLC and its Representatives will be engaging in, or holding himself, herself or itself out as engaging in, the business of advising others in respect of Foreign Contracts.

31. There is currently no exemption from the CFA Adviser Registration Requirement that is equivalent to the International Adviser Exemption or the International Sub-Adviser Exemption. Consequently, in order to advise Permitted Clients or Principal Advisers as to trading in Foreign Contracts, in the absence of being granted the requested relief, BGIM LLC would be required to satisfy the CFA Adviser Registration Requirement by applying for and obtaining registration in Ontario as an adviser under the CFA in the category of commodity trading manager.

32. BGIM Canada obtained substantially similar relief, with respect to the Advisory Services, in the Previous Order. The expiry of the five-year period set out in the sunset clause of the Previous Order has triggered the requested relief.

33. BGIM LLC confirms that there are currently no regulatory actions of the type contemplated by the Notice of Regulatory Action attached as Appendix "B".

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 80 of the CFA, that BGIM LLC and its Representatives are exempt, from the adviser registration requirement of paragraph 22(1)(b) of the CFA in respect of providing advice to Permitted Clients as to the trading of Foreign Contracts, and acting as a sub-adviser to a Principal Adviser in respect of the Sub-Advisory Services, provided that:

1. BGIM LLC's head office or principal place of business remains in the U.S.A.;

2. BGIM LLC is registered in a category of registration, or operates under an exemption from registration, under the commodities futures or other applicable legislation of the U.S.A., that permits it to carry on the activities in the U.S.A. that registration as an adviser under the CFA would permit it to carry on in Ontario;

3. BGIM LLC engages in the business of an adviser, as defined in the CFA, in the U.S.A.;

4.

(a) in respect of providing advice to Permitted Clients:

(i) BGIM LLC provides advice only as to trading in Foreign Contracts and does not provide advice as to trading in Contracts that are not Foreign Contracts, unless providing such advice is incidental to its providing advice on Foreign Contracts;

(ii) as at the end of BGIM LLC's most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of BGIM LLC, its affiliates, and its affiliated partnerships (excluding the gross revenue of an affiliate or affiliated partnership of BGIM LLC that is registered under securities laws, commodity futures laws, or derivatives laws in a jurisdiction of Canada) was derived from the portfolio management activities of BGIM LLC, its affiliates and its affiliated partnerships in Canada (which, for greater certainty, includes both securities-related and commodity futures-related activities);

(iii) before advising a Permitted Client with respect to Foreign Contracts, BGIM LLC notifies the Permitted Client of all of the following:

(A) BGIM LLC is not registered in Ontario to provide the advice described under paragraph 4(a)(i) of the conditions of this Order;

(B) the foreign jurisdiction in which BGIM LLC's head office or principal place of business is located;

(C) all or substantially all of BGIM LLC's assets may be situated outside of Canada;

(D) there may be difficulty enforcing legal rights against BGIM LLC because it is resident outside of Canada and all or substantially all of its assets may be situated outside of Canada;

(E) the name and address of BGIM LLC's agent for service of process in Ontario;

(iv) BGIM LLC has submitted to the Commission a completed Submission to Jurisdiction and Appointment of Agent for Service in the form attached as Appendix "A";

(v) BGIM LLC notifies the Commission of any regulatory action initiated after the date of this Order with respect to BGIM LLC, or any predecessors, or specified affiliates of BGIM LLC, by completing and filing Appendix "B" within 10 days of the commencement of each such action, provided that BGIM LLC may also satisfy this condition by filing with the Commission:

(A) within 10 days of the date of this Order, a notice making reference to, and incorporating by reference the disclosure made by, BGIM LLC pursuant to federal securities laws of the U.S.A. that is identified on the Investment Adviser Public Disclosure website; and

(B) promptly, a notification of any Form ADV amendment and/or filing with the SEC that relates to legal and/or regulatory actions;

(vi) if BGIM LLC is not registered under the OSA and does not rely on the International Adviser Exemption, by December 31st of each year, BGIM LLC pays a participation fee based on its specified Ontario revenues for its previous financial year in compliance with the requirements of Part 3 and section 6.4 of Ontario Securities Commission Rule 13-502 Fees as if BGIM LLC relied on the International Adviser Exemption; and

(vii) by December 1 of each year, BGIM LLC notifies the Commission of its continued reliance on the exemption from registration granted pursuant to this Order;

(b) in respect of acting as a sub-adviser to a Principal Adviser:

(i) the Principal Adviser is registered under the CFA as an adviser in the category of commodity trading manager;

(ii) the obligations and duties of BGIM LLC are set out in a written agreement with the Principal Adviser;

(iii) BGIM LLC shall not act as a sub-adviser to the Principal Adviser unless the Principal Adviser has contractually agreed with the applicable Sub-Advisory Client to be responsible for any loss that arises out of any failure of BGIM LLC to meet the Assumed Obligations;

(iv) the Offering Document of each Sub-Advisory Client that is a Fund and for which the Principal Adviser engages BGIM LLC to provide Sub-Advisory Services will include the Required Disclosure;

(v) prior to purchasing any securities of one or more of the Sub-Advisory Clients that are Funds directly from the Principal Adviser, all investors in these Funds who are Ontario residents will receive the Required Disclosure in writing (which may be in the form of an Offering Document); and

(vi) each Sub-Advisory Client that is a Managed Account Client for which the Principal Adviser engages BGIM LLC to provide the Sub-Advisory Services will receive the Required Disclosure in writing prior to purchasing any Contracts for such Sub-Advisory Client; and

IT IS FURTHER ORDERED that this Order will terminate on the earliest of:

(a) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(b) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the ability of BGIM LLC to act as a sub-adviser to a Principal Adviser in respect of the Sub-Advisory Services or to provide Advisory Services to Permitted Clients; and

(c) five years after the date of this Order.

Dated this 4th day of December, 2018.

"William Furlong"
"Poonam Puri"
____________________
____________________
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission

 

APPENDIX "A"

SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

INTERNATIONAL DEALER OR INTERNATIONAL ADVISER EXEMPTED FROM REGISTRATION UNDER THE COMMODITY FUTURES ACT, ONTARIO

1. Name of person or company ("International Firm"):

2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm:

3. Jurisdiction of incorporation of the International Firm:

4. Head office address of the International Firm:

5. The name, e-mail address, phone number and fax number of the International Firm's individual(s) responsible for the supervisory procedure of the International Firm, its chief compliance officer, or equivalent.

Name:
E-mail address:
Phone:
Fax:

6. The International Firm is relying on an exemption order under section 38 or section 80 of the Commodity Futures Act (Ontario) that is similar to the following exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the "Relief Order"):

[ ] Section 8.18 [international dealer]

[ ] Section 8.26 [international adviser]

[ ] Other [specify]:

7. Name of agent for service of process (the "Agent for Service"):

8. Address for service of process on the Agent for Service:

9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

10. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.

11. Until 6 years after the International Firm ceases to rely on the Relief Order, the International Firm must submit to the regulator:

(a) a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated; and

(b) an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service.

12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.

Dated: ____________________

______________________________

(Signature of the International Firm or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

Acceptance

The undersigned accepts the appointment as Agent for Service of _______________ [Insert name of International Firm] under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.

Dated: ____________________

______________________________

(Signature of the Agent for Service or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

This form, and notice of a change to any information submitted in this form, is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

 

APPENDIX "B"

NOTICE OF REGULATORY ACTION

1. Has the firm, or any predecessors or specified affiliates{1} of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes _____ No _____

If yes, provide the following information for each settlement agreement:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Regulator/organization

Date of settlement (yyyy/mm/dd)

Details of settlement

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

2. Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

 

 

Yes

No

 

(a)

Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization?

_____

_____

 

(b)

Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?

_____

_____

 

(c)

Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(d)

Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(e)

Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm?

_____

_____

 

(f)

Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(g)

Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)?

_____

_____

If yes, provide the following information for each action:

Name of entity

 

Type of action

 

Regulator/organization

 

Date of action (yyyy/mm/dd)

Reason for action

 

Jurisdiction

3. Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliate is the subject?

Yes _____ No _____

If yes, provide the following information for each investigation:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Reason or purpose of investigation

Regulator/organization

Date investigation commenced (yyyy/mm/dd)

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - - - - - -

Name of firm:

Name of firm's authorized signing officer or partner

Title of firm's authorized signing officer or partner

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

Witness

The witness must be a lawyer, notary public or commissioner of oaths.

- - - - - - - - - - - - - - - - - - - -

Name of witness

Title of witness

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

{1} Terms defined in Form 33-506F6 Firm Registration to Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information have the same meaning if used in this Appendix except that any reference to "firm" means the person or company relying on relief from the requirement to register as an adviser or dealer under the Commodity Futures Act (Ontario).