Securities Law & Instruments

Headnote

Application for a ruling pursuant to section 38 of the Commodity Futures Act granting relief from the dealer registration requirement set out in section 22 of the CFA and the trading restrictions in section 33 of the CFA in connection with certain trades in Exchange-Traded Futures on Non-Canadian Exchanges where the Applicant is acting as principal or agent in such trades to, from or on behalf of Permitted Clients -- relief subject to sunset clause.

Application to the Director for an exemption, pursuant to section 6.1 of OSC Rule 91-502 Trades in Recognized Options (Rule 91-502), exempting the Applicant and its Representatives from the proficiency requirements in section 3.1 of Rule 91-502 for trades in commodity futures options on exchanges located outside Canada.

Statutes Cited

Commodity Futures Act, R.S.O. 1990, c. C.20. as am., ss. 22, 38.

Rules Cited

Ontario Securities Commission Rule 91-502 Trades in Recognized Options, ss. 3.1, 6.1.

July 10, 2020

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c. C.20, AS AMENDED (the CFA) AND IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the OSA) AND IN THE MATTER OF ONTARIO SECURITIES COMMISSION RULE 91-502 TRADES IN RECOGNIZED OPTIONS (Rule 91-502) AND IN THE MATTER OF CALROCK BROKERS INC.

RULING & EXEMPTION (Section 38 of the CFA and Section 6.1 of Rule 91-502)

UPON the application (the Application) of CalRock Brokers Inc. (CalRock or the Applicant) to the Ontario Securities Commission (the Commission) for:

(a) a ruling of the Commission, pursuant to section 38 of the CFA, that trades by the Applicant in Exchange-Traded Futures, including Block Trades, on Non-Canadian Exchanges, where the Applicant is acting as agent in such trades to, from or on behalf of Permitted Clients, are not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA;

(b) a ruling of the Commission, pursuant to section 38 of the CFA, that trades by a Permitted Client in Exchange-Traded Futures on Non-Canadian Exchanges, where the Applicant acts in respect of such trades on behalf of the Permitted Client pursuant to the above ruling, are not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades; and

(c) a decision of the Director, pursuant to section 6.1 of Rule 91-502, exempting the Applicant and its Representatives from section 3.1 of Rule 91-502 in connection with trades in Exchange-Traded Futures

(collectively, the Requested Relief);

AND WHEREAS for the purposes of this ruling and exemption (collectively, the Decision):

(a) The following terms shall have the following meanings:

(i) "Block Trade" means a trade in a large quantity of Exchange-Traded Futures entered into between ECPs (in this case, via an introducing broker) pursuant to a privately negotiated transaction that, pursuant to the applicable rules of a Non-Canadian Exchange, are permitted to be executed on the Non-Canadian Exchange apart from the public auction market established by the Non-Canadian Exchange subject to meeting specified quantity thresholds (which are different large amounts depending on the particular Non-Canadian Exchange) and provided that the price of the trade is entered and reported on the Non-Canadian Exchange within a specified period of time following the trade;

(ii) "CFTC" means the U.S. Commodity Futures Trading Commission;

(iii) "dealer registration requirement in the CFA" means the provisions of section 22 of the CFA that prohibit a person or company from trading in Exchange-Traded Futures unless the person or company satisfies the applicable provisions of section 22 of the CFA;

(iv) "ECP" means an eligible contract participant as that term is defined in the U.S. Commodity Exchange Act;

(v) "Exchange-Traded Futures" means commodity futures contracts or commodity futures options that trade on one or more organized exchanges located outside of Canada and that are cleared through one or more clearing corporations located outside of Canada;

(vi) "FCAA" means the Financial and Consumer Affairs Authority of Saskatchewan;

(vii) "FCM" means futures commission merchant;

(viii) "FINRA" means the Financial Industry Regulatory Authority in the U.S.;

(ix) "Form 1-FR-IB" means CFTC Form 1-FR-IB;

(x) "GAAP" means Generally Accepted Accounting Principles;

(xi) "GAAS" means Generally Accepted Audited Standards;

(xii) "IFRS" means International Financial Reporting Standards;

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

(xiv) "NFA" means the National Futures Association in the U.S.;

(xv) "Non-Canadian Exchange" means an exchange located outside of Canada;

(xvi) "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;

(xvii) "Representatives" means an Applicant's salespersons, directors, officers and employees;

(xviii) "SEC" means the U.S. Securities and Exchange Commission;

(xix) "specified affiliate" has the meaning ascribed to that term in Form 33-109F6 Firm Registration to National Instrument 33-109 Registration Information;

(xx) "trading restrictions in the CFA" means the provisions of section 33 of the CFA that prohibit a person or company from trading in Exchange-Traded Futures unless the person or company satisfies the applicable provisions of section 33 of the CFA; and

(xxi) "U.S." means United States of America; and

(b) Terms used in this Decision that are defined in the OSA, and not otherwise defined in this Decision or in the CFA, shall have the same meaning as in the OSA, unless the context otherwise requires;

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

AND UPON the Applicant having represented to the Commission and the Director as follows:

The Applicant

1. The Applicant is a corporation formed under the Province of Ontario. Its registered office is located at 300-5th Ave SW, Suite 1000, Calgary, Alberta.

2. The Applicant is a wholly-owned indirect subsidiary of Intercontinental Exchange, Inc. (ICE). ICE operates a leading network of global futures, equity and equity options exchanges, as well as global clearing and data services across financial and commodity markets.

3. The principal business of the Applicant is providing:

a. commodity brokerage services that match buyers and sellers of crude oil products and facilitate over-the-counter and trading in crude oil commodities to various large North American oil customers, marketers and midstream companies that qualify as ECPs.

b. brokering and trading of physical commodity contracts involving crude oil products and also brokers trading of physical and financially settled crude oil derivatives by voice and electronic trades offered on ICE Futures U.S. Inc. (a Non-Canadian Exchange for futures and options for certain commodities that is owned and operated by ICE).

Regulatory Status in Canada

4. The Applicant is not registered under the OSA or the CFA.

5. The Applicant is unable to rely on the exemption from the dealer registration requirement provided under section 6(b) of the Alberta Securities Commission Blanket Order 91-507 Over-the-Counter Trades in Derivatives (Blanket Order 91-507) because Blanket Order 91-507 does not apply to firms engaging in Block Trades. Accordingly, the Applicant has obtained registration as a restricted dealer in Alberta under the Securities Act (Alberta).

6. The Applicant is unable to rely on the exemption from the dealer registration requirement provided for under the General Order 91-908 Over-the-Counter Derivatives (General Order 91-908) because the General Order 91-908 does not apply to firms engaging in Block Trades. Accordingly, the Applicant has obtained registration as a restricted dealer in Saskatchewan under the Securities Act (Saskatchewan).

7. In Alberta and Saskatchewan, the Applicant has the following terms and conditions attached to its registration as a restricted dealer:

a. The Applicant may act as a dealer in the category of restricted dealer only with respect to futures contracts and options, including block trades in such futures contracts and options, listed on an exchange that is a Designated Contract Market overseen by the CFTC.

b. The Applicant must maintain in good standing (a) its registration as an Introducing Broker with the CFTC, and (b) its membership with the NFA.

c. All Canadian clients of the Applicant must be Permitted Clients.

d. Each individual required to be registered as a dealing representative of the Applicant in accordance with section 2.1(1)(a) of NI 31-103 must be registered with the CFTC as an Associated Person and be an Associate Member of the NFA, and must maintain that registration and membership in good standing.

e. The Applicant must not maintain any client accounts or hold any cash or derivatives positions on behalf of any clients.

f. The Applicant must provide prompt notice to the Alberta Securities Commission and the FCAA of any instance of non-compliance with the requirements of the CFTC or NFA or of any regulatory action taken or known to be contemplated by the CFTC or NFA.

g. The Applicant must provide the Executive Director of the Alberta Securities Commission with such information as and when requested with respect to any derivatives trades brokered by the Applicant for an Alberta client. Similarly, the Applicant must provide the Director of the Securities Division of the FCAA with such information as and when requested with respect to any derivatives trades brokered by the Applicant for a Saskatchewan client.

8. Subject to the ruling and exemption requested, the Applicant is not in default of securities legislation or commodity futures legislation in any jurisdiction in Canada.

Registration in the U.S.

9. In order to provide these services, the Applicant is an approved member of and is regulated by the NFA and is registered as an "introducing broker" with the CFTC. The Applicant is not a broker-dealer registered with the SEC, is not a member of FINRA and does not conduct a securities business in the U.S.

10. The Applicant is a member of ICE Futures US, an exchange for futures and options for agricultural and energy commodities, equity indices, currencies, credit and precious metals that is owned and operated by ICE. ICE Futures US operates under an exemption from recognition as an exchange in the Canadian provinces of Ontario, Quebec and Alberta.

11. Pursuant to its registrations and memberships, the Applicant is authorized to act as an introducing broker in the U.S., to handle customer orders, to effect Block Trades and, if applicable, to introduce customers to an executing broker registered as a FCM. The rules of the CFTC and NFA require the Applicant to maintain adequate capital levels, make and keep specified types of records relating to customer accounts and transactions, and comply with other forms of customer protection rules, including rules respecting: know-your-customer obligations, client identification and account opening requirements, anti-money laundering checks, dealing and handling customer order obligations, including managing conflicts of interest and best execution rules. These rules require the Applicant to treat Permitted Clients consistently with the Applicant's U.S. customers with respect to transactions made on exchanges in the U.S. In respect of Exchange-Traded Futures, the Applicant does not provide direct execution, except to effect Block Trades, or clearing services and is not authorized to receive or hold client money in any jurisdiction.

12. Rules of the CFTC and NFA may require a registrant to file (i) on an annual basis, audited financial information prepared in accordance with IFRS or U.S. GAAP and U.S. GAAS; and (ii) for the six and twelve month period in each year, an unaudited Form 1-FR-IB prepared in accordance with IFRS or US GAAP.

13. The Applicant is in compliance in all material respects with U.S. securities and commodity futures laws.

The Applicant's Activities in Ontario

14. The Applicant offers Permitted Clients in Ontario the ability to trade in Exchange-Traded Futures through Block Trades, and in connection with such trades the Applicant acts as an introducing broker and effects trades in Exchange-Traded Futures, including Block Trades, on Non-Canadian Exchanges.

15. The Applicant solicits and will solicit trades in Exchange-Traded Futures only from those persons who qualify as Permitted Clients.

16. The Applicant offers and will only offer Permitted Clients the ability to effect trades in Exchange-Traded Futures on Non-Canadian Exchanges.

17. The Exchange-Traded Futures to be traded by Permitted Clients include, but are not limited to, Exchange-Traded Futures for crude oil products.

18. Permitted Clients are and will be able execute trades in Exchange-Traded Futures through the Applicant by contacting the Applicant's execution desk or arranging platform.

19. The Applicant handles the negotiation of the Exchange-Traded Futures, matches buyers and sellers, executes trades in Exchange-Traded Futures on behalf of Permitted Clients in Ontario in the same manner that it would carry out these activities on behalf of its Alberta and Saskatchewan clients, which are Permitted Clients, and U.S. clients, which are ECPs. The Applicant follows the same know-your-customer and order handling procedures that it follows in respect of its Alberta, Saskatchewan, and U.S. clients. Permitted Clients in Ontario will be afforded the benefits of compliance by the Applicant with the statutory and other requirements of the regulators (including the Alberta Securities Commission, the FCAA and the CFTC), self-regulatory organizations (including the NFA) and exchanges located in the U.S. Permitted Clients in Ontario will have the same contractual rights against the Applicant as Alberta, Saskatchewan and U.S. clients of the Applicant.

20. In transacting Block Trades for its customers, the Applicant, as the introducing broker, will match a buyer and a seller (both ECPs) in a privately negotiated trade of Exchange-Traded Futures. Pursuant to the rules of the applicable Non-Canadian Exchange, the trade is permitted to be executed apart from the public auction market established by the Non-Canadian Exchange. Once the terms of the trade are agreed upon between the buyer and the seller, the trade is submitted by the Applicant to the Non-Canadian Exchange to be publicly reported within the required time period for Block Trades. Once submitted to the Non-Canadian Exchange, the clearing and settlement process by and through the customer's FCM in accordance with the rules and customary practices of the exchange will commence independently of the Applicant's involvement in the transaction. Where the Applicant gives up trades, in no case will the Applicant enter into a give-up agreement with any executing broker registered as a FCM or clearing broker unless such firm (i) is registered with the applicable regulatory bodies in the jurisdiction in which it executes the trades in Exchange-Traded Futures, and (ii) is registered or has obtained an exemption from the dealer registration requirement in the CFA from the Commission. Additionally, the Applicant will not enter into any give-up agreement with any executing broker registered as a FCM or clearing broker located in the U.S., unless such firm is registered with the SEC and/or CFTC, as applicable, and is registered or has obtained an exemption from the dealer registration requirement in the CFA from the Commission.

21. In the case of a trade in Exchange-Traded Futures that is not a Block Trade involving a Permitted Client, the Applicant may perform introducing (as introducing broker) functions for trades in Exchange-Traded Futures. The executing broker will act to "give-up" the transacted trades to the Permitted Client's clearing broker.

22. Clearing brokers and executing brokers will be subject to the rules of the exchanges of which each is a member and any relevant regulatory requirements, including requirements under the CFA, as applicable. Where applicable, the Permitted Client, the executing broker and the Permitted Client's clearing broker will represent to the Applicant, in an industry-standard give-up agreement, that each will perform its obligations in accordance with applicable laws, governmental, regulatory, self-regulatory, exchange and clearing house rules and the customs and usages of the exchange or clearing house on which the relevant Permitted Client's Exchange-Traded Futures order will be executed and cleared. Where the Applicant gives up trades, the Applicant will not enter into a give-up agreement with any executing broker registered as a futures commission merchant or clearing broker unless such firm (i) is registered with the applicable regulatory bodies in the jurisdiction in which it executes Exchange-Traded Futures and (ii) is registered or has obtained an exemption from the dealer registration requirement in the CFA from the Commission. Additionally, the Applicant will not enter into any give-up agreement with any executing broker registered as a futures commission merchant or clearing broker located in the U.S., unless such firm is registered with the SEC and/or CFTC, as applicable, and is registered or has obtained an exemption from the dealer registration requirement in the CFA from the Commission.

23. As is customary for all trades in Exchange-Traded Futures, a clearing corporation appointed by the exchange or clearing division of the exchange is substituted as a universal counterparty on all trades in Exchange-Traded Futures for Permitted Client orders that are submitted to the exchange in the name of the recognized exchange member and clearing broker. A Permitted Client of the Applicant is responsible to its clearing broker for payment of daily mark-to-market variation margin and/or proper margin to carry open positions and the Permitted Client's clearing broker is in turn responsible to the clearing corporation/division for payment.

24. Permitted Clients will pay commissions for trades to the Applicant for its role as introducing broker and Permitted Clients will be responsible to pay any commissions to the executing brokers or clearing brokers directly, if applicable.

Relief Requested

25. The Applicant requires the Decision in order to offer its Permitted Clients in Ontario the ability to trade in Exchange-Traded Futures, including Block Trades, and in connection with such trades the Applicant would act as an introducing broker and effect trades in Exchange-Traded Futures, including Block Trades, on Non-Canadian Exchanges.

26. Absent this Decision, the trading restrictions in the CFA apply with respect to the Applicant's trades in Exchange-Traded Futures unless, among other things, an Exchange-Traded Future is traded on a recognized or registered commodity futures exchange and the form of the contract is approved by the Director. To date, no Non-Canadian Exchanges have been recognized or registered under the CFA.

27. Section 3.1 of Rule 91-502 states that any person who trades as agent in, or gives advice in respect of, a recognized option as defined in section 1.1 of Rule 91-502 is required to successfully complete the Canadian Options Course (which has been replaced by the Derivatives Fundamentals Course and the Options Licensing Course).

28. All Representatives of the Applicant who trade commodity futures and options for Permitted Clients have passed the National Commodity Futures Examination (Series 3), being the relevant futures and options proficiency examination, administered by FINRA.

AND UPON the Commission and Director being satisfied that it would not be prejudicial to the public interest to grant the ruling requested:

IT IS RULED pursuant to section 38 of the CFA that the Applicant is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures where the Applicant is acting as agent in such trades to, from or on behalf of Permitted Clients provided that:

(a) the Applicant will solicit trades in Exchange-Traded Futures in Ontario only in its capacity as agent and only from those persons who qualify as Permitted Clients;

(b) the Applicant will confirm that the executing broker and clearing broker will be appropriately registered or exempt from registration under the CFA, in connection with the Permitted Client effecting trades in Exchange-Traded Futures; provided that these requirements will not apply in the context of a Block Trade if the Applicant does not know and cannot reasonably determine the identity of the executing broker or the clearing broker at the time of the trade and would not have an opportunity to obtain such representations or take such steps;

(c) Permitted Clients of the Applicant will only be offered the ability to effect trades in Exchange-Traded Futures on Non-Canadian Exchanges;

(d) if the Applicant is still registered with the Alberta Securities Commission or the FCAA at the time of the trading activity, the Applicant will treat Permitted Clients in Ontario consistently with the Applicant's Alberta and Saskatchewan customers with respect to transactions made on Non-Canadian Exchanges;

(e) if, at the time trading activity is engaged in, the Applicant is still registered with the FCAA, the Applicant is in compliance with the terms and conditions of its restricted dealer registration, as may be amended from time to time;

(f) at the time trading activity is engaged in, the Applicant:

(i) is registered with the Alberta Securities Commission and the Applicant is in compliance with the terms and conditions of its restricted dealer registration, as may be amended from time to time;

(ii) is registered in the category of introducing broker with the CFTC;

(iii) is a member firm of the NFA; and

(iv) engages in the business of an introducing broker in Exchange-Traded Futures in Alberta and the U.S.;

(g) the Applicant has provided to the Permitted Client the following disclosure in writing:

(i) a statement that the Applicant is not registered in Ontario to trade in Exchange-Traded Futures as principal or agent;

(ii) a statement that the Applicant's head office or principal place of business is located in Calgary, Alberta;

(iii) a statement that all or substantially all of the Applicant's assets may be situated outside of Ontario;

(iv) a statement that there may be difficulty enforcing legal rights against the Applicant because of the above; and

(v) the name and address of the Applicant's agent for service of process in Ontario;

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

(i) the Applicant notifies the Commission of any regulatory action initiated after the date of this ruling in respect of the Applicant, or any predecessors or specified affiliates of the Applicant, by completing and filing with the Commission Appendix "B" hereto within ten days of the commencement of any such action; provided that this condition shall not be required to be satisfied for so long as the Applicant remains a restricted dealer in good standing under Alberta securities law and in compliance with its obligation to file and update Form 33-109F6 Firm Registration;

(j) the Applicant 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 OSC Rule 13-502 Fees as if the Applicant relied on the international dealer exemption in section 8.18 [International Dealer] of NI 31-103;

(k) by December 1st of each year, the Applicant notifies the Commission of its continued reliance on the exemption from the dealer registration requirement granted pursuant to this Decision by filing Form 13-502F4 Capital Markets Participation Fee Calculation;

(l) This Decision will terminate on the earliest of:

(i) surrender or termination of the Applicant's registration with the Alberta Securities Commission;

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

(iii) 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 dealer registration requirement in the CFA or the trading restrictions in the CFA; and

(iv) five years after the date of this Decision.

AND IT IS FURTHER RULED, pursuant to section 38 of the CFA, that a Permitted Client is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures on Non-Canadian Exchanges where the Applicant acts in connection with trades in Exchange-Traded Futures on behalf of the Permitted Clients pursuant to the above ruling.

"Timothy Moseley"
Vice-Chair
Ontario Securities Commission
"Frances Kordyback"
Commissioner
Ontario Securities Commission

IT IS THE DECISION of the Director, pursuant to section 6.1 of Rule 91-502, that section 3.1 of Rule 91-502 does not apply to the Applicant and its Representatives in respect of trades in Exchange-Traded Futures, provided that:

(a) the Applicant and its Representatives maintain their respective registrations with the CFTC and membership with the NFA which permit them to trade commodity futures options in the United States; and

(b) this Decision will terminate on the earliest of:

(i) surrender or termination of the Applicant's registration with the Alberta Securities Commission;

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

(iii) 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 dealer registration requirement in the CFA or the trading restrictions in the CFA; and

(iv) five years after the date of this Decision.

"Dena Staikos"
Director
Compliance and Registrant Regulation Branch
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;

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;

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 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}

1. Has the firm, or any predecessors or specified affiliates 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 for the purposes of 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).