Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Application for prospectus and registration exemptions which “mirror” exemptions that would be available to other persons and companies if the Applicant were an “accredited investor” and “permitted client” — Applicant is a not-for-profit mutual defense organization whose mandate is to provide liability protection to its physician members and compensation to patients harmed by negligent care — Applicant is a sophisticated investor with an investment portfolio having a net carrying value in excess of $3 billion (as at December 31, 2014) — Applicant’s portfolio is managed through both internal and external managers with the background, skills and experience needed for investment analysis — Decision expires in five years.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, and 74(1).
Multilateral Instrument 11-102 Passport System.
Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Managers, ss. 1, 4, and Form 32-102F1 Submission to Jurisdiction and Appointment of Agent for Service.
National Instrument 45-106 Prospectus Exemptions, s. 1.1.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1, 8.18, 8.26, and Form 31-103F2 Submission to jurisdiction and appointment of agent for service.
National Instrument 45-102 Resale of Securities, s. 2.5.
National Instrument 45-106 Prospectus Exemptions, s. 1.1, 6.2,  and Form 45-106F1 Report of Exempt Distribution.

June 22, 2016

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(THE JURISDICTION)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
THE CANADIAN MEDICAL PROTECTIVE ASSOCIATION,
ARTISAN PARTNERS LIMITED PARTNERSHIP AND
ARTISAN PARTNERS DISTRIBUTORS LLC
(THE FILERS)

DECISIONS

Background

The securities regulatory authority in the Jurisdiction (the Decision Maker) has received an application from The Canadian Medical Protective Association (the Lead Filer or the CMPA) for a decision under the securities legislation of the Jurisdiction (the Legislation) providing for an exemption from the prospectus requirement in respect of any distribution of securities to the CMPA by another person or company where the CMPA purchases the security as principal (the Passport Exemption Sought).

The Decision Maker has also received an application from the Lead Filer and the other corresponding Filers for decisions under the Legislation providing for the following exemptions (collectively, the Local Exemptions Sought):

(a)           an exemption from the dealer registration requirement in respect of a trade in securities by Artisan Partners Distributors LLC (APD) or another international dealer (as herein defined) (i) with CMPA, or (ii) with another person or company that is referred to in any of paragraphs 8.18(2)(b) to (f) of NI 31-103 (as herein defined) where the subject international dealer is trading as the agent for the CMPA, in circumstances where the subject international dealer would otherwise have available to it an exemption from the dealer registration requirement for that trade under subsection 8.18(2) [International dealer] of NI 31-103 if, at the relevant time, the CMPA were a “permitted client” as defined in section 1.1 of NI 31-103 and the subject international dealer had also submitted to the securities regulatory authority in the Jurisdiction the completed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service referred to in paragraph 8.18(3)(e) of NI 31-103 instead of a Modified Form 31-103F2 (as herein defined) (the International Dealer Exemption Sought);

(b)           an exemption from the adviser registration requirement in respect of APD, or another international dealer, providing advice to CMPA where the advice is in connection with a trade by the subject international dealer as described in paragraph (a), above, and not in respect of a managed account of the CMPA (the International Dealer Adviser Exemption Sought);

(c)           an exemption from the adviser registration requirement in respect of Artisan Partners Limited Partnership (APLP), or another international adviser (as herein defined), acting as an adviser to CMPA in circumstances where the subject international adviser would otherwise have available to it an exemption from the adviser registration requirement under subsection 8.26(3) [International adviser] of NI 31-103 if, at the relevant time, the CMPA were a “permitted client” as defined in section 1.1 of NI 31-103 and the subject international adviser had also submitted to the securities regulatory authority in the Jurisdiction the completed Form 31-103F2 Submission to jurisdiction and appointment of agent for service referred to in paragraph 8.26(4)(f) of NI 31-103 instead of a Modified Form 31-103F2 (the International Adviser Exemption Sought); and

(d)           an exemption from the investment fund manager registration requirement in respect of APLP, or another international investment fund manager (as herein defined), acting as an investment fund manager of one or more investment funds whose securities have been distributed to the CMPA in circumstances where, at the relevant time, all of the securities of the investment fund that had been distributed in the Jurisdiction had been distributed under an exemption from the prospectus requirement and the subject international investment fund manager would otherwise have available to it an exemption from the investment fund manager registration requirement under subsection 4(1) [Permitted clients] of MI 32-102 (as herein defined) if the CMPA had been a “permitted client” as defined in section 1 of MI 32-102 at each time the fund had distributed securities to the CMPA and the subject international investment fund manager had also submitted to the securities regulatory authority in the Jurisdiction the completed Form 32-102F1 Submission to Jurisdiction and Appointment of Agent for Service referred to in paragraph 4(2)(d) of MI 32-102 instead of a Modified Form 32-102F1 (as herein defined) (the International Investment Fund Manager Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a hybrid application):

(a)           the Ontario Securities Commission is the principal regulator for these applications;

(b)           for the decision of the principal regulator in respect of the Passport Exemption Sought, the Lead Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than the Jurisdiction; and

(c)           for the decisions of the principal regulator in respect of the Local Exemptions Sought, these decisions are the decision of the principal regulator.

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in these decisions, unless otherwise defined.

The following terms shall have the following meanings:

i.              “Expiry Date” means the date that is 5 years after the date of these decisions;

ii.             “international adviser” means a person or company that meets all of the requirements specified in paragraphs 8.26(4)(a) to (e) of NI 31-103;

iii.            “international dealer” means a person or company that meets all of the requirements specified in paragraphs 8.18(3)(a) to (d) and paragraph 8.18(4)(b) of NI 31-103;

iv.            “international investment fund manager” means a person or company that meets all the requirements specified in paragraphs 4(2)(a),(b),(c) and (e) of MI 32-102;

v.             “MI 32-102” means Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers;

vi.            “Modified Form 31-103F2” means a Submission to Jurisdiction and Appointment of Agent for Service in the form set out in the attached Schedule 1 to these decisions;

vii.           “Modified Form 32-102F1” means a Submission to Jurisdiction and Appointment of Agent for Service in the form set out in the attached Schedule 2 to these decisions;

viii.          “NI 31-103” means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

ix.            “NI 45-106” means National Instrument 45-106 Prospectus Exemptions;

x.             “Rule 13-502” means Ontario Securities Commission Rule 13-502 Fees; and

xi.            “USA” means the United States of America.

Representations

These decisions are based on the following facts represented by each of the Filers insofar as they relate to the corresponding Filer:

1.             The Lead Filer is a not-for-profit, mutual-defence organization that was incorporated on February 27, 1913. Its head office is in Ottawa, Ontario.

2.             The Lead Filer was created by a Special Act of Parliament, An Act to Incorporate the Canadian Medical Protective Association, 3-4 George V. c. 91. As a Special Act corporation, the Lead Filer does not have named beneficiaries or shareholders.

3.             The Lead Filer is the primary provider of medical liability protection in Canada. A critical and well-recognized, valued component of the Canadian healthcare system, the Lead Filer protects the professional integrity of physicians, promotes safe medical care in Canada, and appropriately compensates patients who have experienced proven harm from negligent medical care.

4.             The Lead Filer provides advice and risk management education to more than 93,000 member physicians. In the event a physician member is sued by a patient regarding medical treatment, that member is generally eligible for assistance from the Lead Filer. This protection is occurrence-based, which means the member’s protection extends from the date an incident occurs regardless of when the claim was made. There is no monetary limit on the assistance a member is eligible to receive.

5.             The Lead Filer is not an insurer and it does not have contracts of insurance with its members. Rather, in accordance with its By-Law, the assistance the Lead Filer provides to its members is discretionary and determined on a case-by-case basis. The Lead Filer exercises its discretion based upon principles that are communicated to its membership.

6.             The Lead Filer is governed by an elected council of 30 practising physicians representing 10 geographical areas across Canada (the Council). The Council is responsible for maintaining the financial integrity of the Lead Filer, in part by reviewing and approving the annual membership fees, and approving the risk budget under which the Lead Filer’s portfolio of claim reserve assets (the Reserve Fund) is invested.

7.             APD and APLP each has its head office in Milwaukee, Wisconsin, USA, and neither APD nor APLP is registered in any category of registration under the securities legislation of any province or territory of Canada.

8.             APLP is formed under the laws of the State of Delaware, USA, and is registered under the securities legislation of the USA in a category of registration that permits it to carry on the activities in that jurisdiction that registration as an adviser would permit it to carry on in the Jurisdiction;

9.             APD was formed under the laws of the State of Wisconsin, USA and is registered under the securities legislation of the USA in a category of registration that permits it to carry on the activities in that jurisdiction that registration as a dealer would permit it to carry on in the Jurisdiction.

10.          The Lead Filer is funded by annual membership fees, determined solely by the Lead Filer. While membership fees are paid entirely by members, physicians are generally eligible to receive partial reimbursement for, in most cases, a significant portion of their fees under reimbursement agreements negotiated between the provinces/territories and the provincial/territorial medical associations. The Lead Filer is not a party to any reimbursement agreement, the terms of which differ by province/territory.


11.          The membership fees levied by the Lead Filer upon members cover in aggregate (with investment income) all anticipated disbursements, present and future, arising from medical malpractice claims in the same year. These monies form part of the Reserve Fund.

12.          The Reserve Fund’s assets are invested in a diversified mix of approved asset classes.

13.          The Lead Filer is a sophisticated investor with an investment portfolio having a net carrying value at December 31, 2014 of approximately $3,134 million (an overall increase of approximately $262 million over the year-end 2013 position) and managed through an appropriate use of both internal and external managers with the background, skills and experience needed for investment analysis.

14.          The internal investment management team of the Lead Filer is made up of ten highly knowledgeable individuals with a combined experience in investment matters of more than 150 years. The Lead Filer’s internal investment professionals have all of the experience and proficiencies required of registered advisers and are able to properly and adequately assess whether any particular investment is appropriate for the Lead Filer.

15.          The performance of the Lead Filer’s external investment managers, all of whom are duly registered, or exempt from registration under applicable Canadian securities laws, is monitored by the Lead Filer’s internal investment management team.

16.          The Lead Filer’s investment professionals are subject to oversight by an investment committee (the Investment Committee), which is composed of both members of the Council and external investment professionals with high degrees of investment experience and expertise and significant knowledge and background in financial and business matters.

17.          The decision of the Lead Filer’s investment managers to invest the Reserve Fund’s assets is guided by the investment guidelines in the Lead Filer’s Statement of Investment Policies and Goals, developed, for the Council’s approval, by the Investment Committee. These guidelines emphasize a diversified mix of approved asset classes and investments that are expected to maximize the long-term rate of return of the Reserve Fund at an acceptable level of risk.

18.          As a Special Act corporation, the Lead Filer is not permitted to distribute any positive financial balance to its members by way of dividends or any other means. Indirectly, a loss from an investment of the Reserve Fund’s assets would raise the Lead Filer’s cost of providing liability protection, which may impact membership fees. However, physicians will be assisted by provincial/territorial governments with any resulting increase in membership fees, as physicians benefit from programs, negotiated by their provincial/territorial medical association and their government, which reimburse them in most cases for a reasonably large portion of their Lead Filer membership fees.

19.          Given the nature of its occurrence-based protection, which is a core value and an integral part of membership with the Lead Filer, the Lead Filer carries, at any point in time, a potential liability for future awards, settlements, legal and administrative expenses, for both reported claims, and claims that have not yet been reported arising from its current and prior members’ professional practice, including the work undertaken in the current and all preceding membership years. As a result of the uncertainty of future claims and in accordance with the standards set by the Canadian Institute of Actuaries, the Lead Filer includes a provision for adverse deviation which in effect operates as a significant buffer against unexpected financial loss.

20.          In light of its long-tailed liabilities, the Lead Filer’s longer-term financial objective is to hold, at the end of each period, at least one dollar of assets for each dollar of discounted current and future liabilities. However, the Lead Filer’s net assets were in a deficient position at the end of 2014 by approximately $360 million, due in large part to the rising costs across most of Canada of providing medical liability protection to its members.

21.          The Lead Filer maintains sufficient funds to pay damages in matters for which it has granted assistance. Notwithstanding the Lead Filer’s net asset deficit position, in 2014 compensation paid by the Lead Filer to patients (in the form of awards and settlements) from medical malpractice claims totaled approximately $237 million.

22.          The Lead Filer’s net asset position is a point-in-time measure. However, in keeping with its occurrence-based assistance and corresponding long tail payout model, the Lead Filer operates by necessity with a long-term perspective. The Lead Filer is addressing the deficit in net assets in a measured and balanced manner, seeking to return to a fully-funded position over the next 3 to 5 years through increased membership fees. It is currently on track to achieve fully-funded status within that timeframe.

23.          The Lead Filer does not fall within any of the branches of the definition of “accredited investor” in section 1.1 of NI 45-106. Nor does the Lead Filer fall within any of the branches of the definition of “permitted client” in section 1.1 of NI 31-103 or in section 1 of MI 32-102.


24.          To ensure that all of the Lead Filer’s members have appropriate and adequate professional liability protection, the Lead Filer must prudently manage the Reserve Fund by investing in a diversified global portfolio of securities. However, absent the Relief Sought, the Lead Filer would lose the opportunity to participate in many investment opportunities because the Lead Filer does not currently qualify as an “accredited investor” or “permitted client.” This constraint on investment opportunities available to the Lead Filer is having an increasingly negative impact on the Lead Filer’s ability to effectively generate investment returns that result in the moderation of member fees and, by extension, the reimbursement of these fees by provincial/territorial governments.

Decisions

The Decision Maker is satisfied that these decisions meet the tests set out in the Legislation for the Decision Maker to make these decisions.

The decision of the Decision Maker is that the Passport Exemption Sought is granted provided that:

(a)           the issuer of the securities that are the subject of the distribution files in the Jurisdiction a Form 45-106F1 Report of Exempt Distribution which references this Passport Exemption Sought as the “Exemption relied on” in Schedule I

1)            on or before the tenth day after each distribution to the CMPA; or

2)            if the issuer is an investment fund, (i) on or before the tenth day after each distribution to the CMPA; or (ii) on an annual basis in accordance with Section 6.2 of NI 45-106 in respect of all distributions made in the Jurisdiction in the previous calendar year;

(b)           the first trade in such securities will be deemed to be a distribution that is subject to section 2.5 of National Instrument 45-102 Resale of Securities; and

(c)           this exemption will no longer be available after the Expiry Date.

The decision of the Decision Maker is that the International Dealer Exemption Sought is granted provided that:

(a)           this exemption will no longer be available after the Expiry Date;

(b)           in the case of each international dealer that relies upon this exemption, that international dealer

1)            has submitted to the securities regulatory authority in the Jurisdiction a completed Modified Form 31-103F2; and

2)            if (i) it is an unregistered capital markets participant under Rule 13-502 during a financial year in which it also relies upon this exemption, it complies with the filing and fee payment requirements applicable to it under Rule 13-502 and includes revenues earned from CMPA during such year in its capital markets participation fee calculation; or (ii) it is not an unregistered capital markets participant under Rule 13-502 during a financial year in which it also relies upon this exemption, it complies with the filing and fee payment requirements that would be applicable to it under Rule 13-502 as if it had relied upon the dealer registration exemption contained in section 8.18 [International dealer] of NI 31-103; and

(c)           this exemption is not available to a person or company if the person or company is registered in the Jurisdiction and their category of registration permits the person or company to act as a dealer or trade in a security for which this exemption is provided.

The decision of the Decision Maker is that the International Dealer Adviser Exemption Sought is granted provided that:

(a)           this exemption will no longer be available after the Expiry Date; and

(b)           this exemption is not available to a person or company if the person or company is registered in the Jurisdiction in a category of registration that permits the person or company to act as an adviser in respect of the activities for which this exemption is provided.

The decision of the Decision Maker is that the International Adviser Exemption Sought is granted provided that:

(a)           this exemption will no longer be available after the Expiry Date;


(b)           in the case of each international adviser that relies upon this exemption, that international adviser

1)            has submitted to the securities regulatory authority in the Jurisdiction a completed Modified Form 31-103F2; and

2)            if (i) it is an unregistered capital markets participant under Rule 13-502 during a financial year in which it also relies upon this exemption, it complies with the filing and fee payment requirements applicable to it under Rule 13-502 and includes revenues earned from CMPA during such year in its capital markets participation fee calculation; or (ii) it is not an unregistered capital markets participant under Rule 13-502 during a financial year in which it also relies upon this exemption, it complies with the filing and fee payment requirements that would be applicable to it under Rule 13-502 as if it had relied upon the adviser registration exemption contained in section 8.26 [International adviser] of NI 31-103; and

(c)           this exemption is not available to a person or company if the person or company is registered in the Jurisdiction in a category of registration that permits the person or company to act as an adviser in respect of the activities for which this exemption is provided.

The decision of the Decision Maker is that the International Investment Fund Manager Exemption Sought is granted provided that:

(a)           this exemption will no longer be available after the Expiry Date unless, at the relevant time after the Expiry Date that the exemption is relied upon, all of the securities of the investment fund that had been distributed in the Jurisdiction to the CMPA after the Expiry Date were distributed to the CMPA under an exemption from the prospectus requirement at a time when the CMPA was then a “permitted client” as defined in section 1.1 of NI 31-103; and

(b)           in the case of each international investment fund manager that relies upon this exemption, that international investment fund manager

1)            has submitted to the securities regulatory authority in the Jurisdiction a completed Modified Form 32-102F1;

2)            if it relies upon this exemption during the 12 month period preceding December 1 of a year, it notifies the regulator in the Jurisdiction, by December 1 of that year, of the following: (i) the fact that it has relied upon this exemption; and (ii) for all investment funds for which it acts as an investment fund manager, the total assets under management expressed in Canadian dollars attributable to securities beneficially owned by residents of the Jurisdiction as at the most recently completed month;

3)            files with the securities regulatory authority in the Jurisdiction a completed Form 32-102F2 Notice of Regulatory Action within 10 days of the date on which it began relying upon this exemption and it notifies the securities regulatory authority in the Jurisdiction of any change to the information previously submitted in that Form 32-102F2 Notice of Regulatory Action within 10 days of the change; and

4)            complies with the filing and fee requirements applicable to it under Rule 13-502.

“Grant Vingoe”                                                                                     “Monica Kowal”
Commissioner                                                                                     Commissioner
Ontario Securities Commission                                                       Ontario Securities Commission


Schedule 1

SUBMISSION TO JURISDICTION AND APPOINTMENT
OF AGENT FOR SERVICE

INTERNATIONAL DEALER OR INTERNATIONAL
ADVISER EXEMPTED FROM REGISTRATION UNDER
THE SECURITIES ACT (ONTARIO)

(Pursuant to a decision of the Ontario Securities Commission dated June 22, 2016, In the Matter of The Canadian Medical Protective Association, Artisan Partners Limited Partnership and Artisan Partners Distributors LLC (the “CMPA Decision”))

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 exemption(s) from the dealer registration requirement and/or the adviser registration requirement in the CMPA Decision as indicated below:

¨            The elements of the CMPA Decision which provide for exemptions that are similar to those provided for in Section 8.18 [international dealer] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

¨            The elements of the CMPA Decision which provide for exemptions that are similar to those provided for in Section 8.26 [international adviser] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

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 Ontario 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 Ontario 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 any exemptions from the dealer registration requirement or the adviser registration requirement in the CMPA Decision, the International Firm must submit to the Director of the Ontario Securities Commission:

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;

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; and

c.             a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.

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

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


Schedule 2

SUBMISSION TO JURISDICTION AND APPOINTMENT
OF AGENT FOR SERVICE

INTERNATIONAL INVESTMENT FUND MANAGER
EXEMPTED FROM REGISTRATION UNDER THE
SECURITIES ACT (ONTARIO)

(Pursuant to a decision of the Ontario Securities Commission dated June 22, 2016, In the Matter of The Canadian Medical Protective Association, Artisan Partners Limited Partnership and Artisan Partners Distributors LLC (the “CMPA Decision”))

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 from the investment fund manager registration requirement in the CMPA Decision which is similar to the exemption from the investment fund manager registration requirement under subsection 4(1) [permitted clients] of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers.

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 Ontario 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 Ontario 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 exemption from the investment fund manager registration requirement in the CMPA Decision, the International Firm must submit to the Director of the Ontario Securities Commission:

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;

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; and

c.             a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.

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

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