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 is 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), and 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 and 8.26.1.

Ontario Securities Commission Rule 13-502 Fees.

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, CHAPTER C.20, AS AMENDED (the CFA) AND IN THE MATTER OF MELLON INVESTMENTS CORPORATION

ORDER (Section 80 of the CFA)

UPON the application (the Application) of Mellon Investments Corporation (the Applicant) to the Ontario Securities Commission (the Commission) for an order (the Order), pursuant to section 80 of the CFA, that the Applicant and any individuals engaging in, or holding themselves out as engaging in, the business of advising others as to trading in Contracts (as defined below) on the Applicant's behalf (the Representatives) be exempt, 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 (the Requested Relief).

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

AND WHEREAS for the purposes of this Order:

"Advisory Services" has the meaning ascribed to that term in paragraph 14 of this Order;

"CFA Adviser Registration Requirement" means the provisions of section 22 of the CFA that prohibit 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 Commodity Futures Trading Commission of the United States;

"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;

"Initial Principal Adviser" means BNY Mellon Asset Management Canada Ltd.;

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

"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 National Futures Association of the United States;

"NI 31-103" means National Instrument 31-103Registration Requirements, Exemptions and Ongoing Registrant Obligations, as amended from time to time;

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

"OSA Adviser Registration Requirement" means the provisions of section 25 of the OSA that prohibit a person or company from engaging in the business of, or holding himself, herself or itself out as engaging in the business of advising others with respect to investing in, buying or selling 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 the purposes of this Order, such definition shall exclude a person or company registered as an adviser or dealer under the securities or derivatives legislation, including commodity futures legislation, of a jurisdiction of Canada;

"Principal Adviser" means the Initial Principal Adviser and any other adviser registered under the CFA for which the Applicant provides the Sub-Advisory Services;

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

"specified affiliate" has the meaning ascribed to that term in Form 33-506F6 Firm Registration to Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information; and

"Sub-Advisory Services" has the meaning ascribed to that term in paragraph 15 of this Order;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation amalgamated under the laws of the State of Delaware, United States. The Applicant's principal place of business is located in Boston, Massachusetts, United States.

2. One of the Applicant's predecessor entities -- Standish Mellon Asset Management Company, LLC -- obtained relief from the Commission on June 15, 2015 exempting it and its Representatives from the requirement to register as an adviser under the CFA to undertake the Sub-Advisory Services (the Prior Order). Upon amalgamation, the Applicant continued the Sub-Advisory Services pursuant to its registration under the CFA. The Prior Order was subject to a 5-year sunset clause, which expired on June 15, 2020. The Initial Principal Adviser was also subject to the Prior Order.

3. While undertaking the Sub-Advisory Services pursuant to the Prior Order, Standish Mellon Asset Management Company, LLC complied with all terms and conditions of the Prior Order.

4. The Applicant is registered in the United States with the SEC as an investment adviser. The Applicant is registered as a commodity pool operator, commodity trading adviser and swap firm with the CFTC, and is a member of the NFA. As such, the Applicant is permitted to carry on the Advisory Services and the Sub-Advisory Services in the United States.

5. The Applicant is currently registered (i) as a commodity trading manager under the CFA and (ii) as an adviser in the category of portfolio manager in the provinces of Ontario, Alberta, British Columbia and Québec. The Applicant is also availing itself of the "permitted client" exemption from investment fund manager registration contained in section 4 of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers in Ontario.

6. The Applicant is registered in a category of registration, or operates under an exemption from registration, under the applicable securities legislation or commodity futures legislation of the United States, that permits it to carry on the activities in the United States that registration as an adviser under the CFA would permit it to carry on in Ontario.

7. The Applicant provides investment management services on a fully discretionary basis to its clients through separately managed accounts across multiple strategies and financial instruments, including Contracts.

8. In Ontario, certain Permitted Clients have engaged the Applicant to access specialized portfolio management services, including advice as to trading in Foreign Contracts. In addition to this, the Applicant wishes to continue to provide the Sub-Advisory Services that the Applicant currently provides pursuant to its registration under the CFA.

9. The Applicant will be surrendering its portfolio manager and commodity trading manager registrations in Canada and will begin servicing its clients pursuant to the International Adviser Exemption and the International Sub-Adviser Exemption, as applicable. The Applicant will therefore no longer be permitted to undertake the Advisory Services or the Sub-Advisory Services in Ontario absent the Requested Relief.

10. The Initial Principal Adviser is a corporation organized under the laws of the Province of Ontario, with its head office located in the Province of Ontario.

11. The Initial Principal Adviser is registered:

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

(b) under the securities legislation in Ontario as an investment fund manager; and

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

12. The Initial Principal Adviser was the principal adviser in the Prior Order. The Applicant and the Initial Principal Adviser are "affiliates", as defined in the OSA.

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

14. The Applicant seeks to continue to act as a discretionary investment manager on behalf of institutional investors in Ontario that are Permitted Clients that seek to engage the Applicant for purposes of implementing certain investment strategies employing primarily Foreign Contracts (the Advisory Services).

15. In addition, each Principal Adviser seeks or will seek to retain the Applicant to act as a sub-adviser for the purposes of providing, on a discretionary basis, certain specialized investment strategies employing Contracts in which the Applicant has experience and expertise (the Sub-Advisory Services) to the Principal Adviser's Sub-Advisory Clients (defined below). Each Principal Adviser is or will be registered under the CFA as an adviser in the category of commodity trading manager.

16. Each Principal Adviser is, or will be, the investment fund manager of, or provides, 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 the other provinces and territories of Canada (the Investment 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 together with the Investment Funds, theFunds); and (iii) managed accounts of clients who have entered into investment management agreements with the Principal Adviser (the Managed Accounts) (each of the Investment Funds, Pooled Funds and Managed Accounts are each referred to individually as a Sub-Advisory Client and collectively as the Sub-Advisory Clients).

17. 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. A Principal Adviser acts, or will act, as a commodity trading manager in Ontario in respect of such Sub-Advisory Clients.

18. The Advisory Services and the Sub-Advisory Services will include the use of investment strategies employing Contracts, and, in respect of the Advisory Services, the Applicant will not advise Permitted Clients in Ontario on Contracts that are not Foreign Contracts, unless providing such advice is incidental to its providing advice on Foreign Contracts.

19. In connection with a Principal Adviser acting as an adviser to Sub-Advisory Clients in respect of the purchase or sale of Contracts, such Principal Adviser may retain the Applicant, pursuant to a written agreement made between the Principal Adviser and the Applicant, 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 such investments are consistent with the investment objectives and strategies of the applicable Sub-Advisory Client.

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

21. The relationship among each Principal Adviser, the Applicant and any Sub-Advisory Client will be consistent with the requirements of section 8.26.1 of NI 31-103. As would be required under section 8.26.1 of NI 31-103:

(a) the obligations and duties of the Applicant are set out in a written agreement with each Principal Adviser;

(b) each Principal Adviser has entered into, or 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 Applicant:

(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).

22. The written agreement between each Principal Adviser and the Applicant sets 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 the Applicant in respect of the Sub-Advisory Services.

23. The Applicant will take reasonable steps to ensure that each Principal Adviser delivers to the Sub-Advisory Clients all required reports and statements under applicable securities, commodity futures and derivatives legislation as they relate to the Sub-Advisory Services.

24. The prospectus or other offering document (in either case, the Offering Document) of each Sub-Advisory Client that is a Fund and for which a Principal Adviser engages the Applicant to provide the Sub-Advisory Services includes, or 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 the Applicant to meet the Assumed Obligations; and

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

25. Prior to purchasing any securities of one or more of the Sub-Advisory Clients that are Funds directly from a 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).

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

27. Once the Applicant surrenders its registrations in Canada, were the Applicant's activities limited to securities, the Applicant could rely (i) on the International Adviser Exemption to provide the Advisory Services and (ii) on the International Sub-Adviser Exemption to provide the Sub-Advisory Services.

28. 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.

29. 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. By continuing to provide the Advisory Services and the Sub-Advisory Services, the Applicant and its Representatives are or will be engaging in, or holding himself, herself or itself out as engaging in, the business of advising others in respect of Contracts and, absent the Requested Relief, would be required to remain registered as an adviser under the CFA in the category of commodity trading manager.

30. To the best of the Applicant's knowledge, the Applicant confirms that there are currently no regulatory actions of the type contemplated by the Notice of Regulatory Action attached as Appendix "B", as modified by condition (d)(v) hereof, except as otherwise disclosed to the Commission, in respect of the Applicant or any predecessors or specified affiliates of the Applicant.

31. The need for the Requested Relief was triggered by:

(a) the expiry of the Prior Order;

(b) the surrender by the Applicant of its registrations in Canada, which would have otherwise permitted it to carry on the Advisory Services and the Sub-Advisory Services; and

(c) the Applicant's wish to continue to provide the Advisory Services and the Sub-Advisory Services.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to make this Order;

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

(a) the Applicant's head office or principal place of business remains in the United States;

(b) the Applicant is registered in a category of registration, or operates under an exemption from registration, under the applicable securities or commodity futures legislation of the United States that permits it to carry on the activities in the United States that registration under the CFA as an adviser in the category of commodity trading manager would permit it to carry on in Ontario;

(c) the Applicant continues to engage in the business of an adviser (as defined in the CFA) in the United States;

(d) in respect of the Advisory Services:

(i) the Applicant provides advice to Permitted Clients only as to trading in Foreign Contracts and does not advise any Permitted Client 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 the Applicant's most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of the Applicant, its affiliates and its affiliated partnerships (excluding the gross revenue of an affiliate or affiliated partnership of the Applicant if the affiliate or affiliated partnership is registered under securities legislation, commodity futures legislation or derivatives legislation of a jurisdiction of Canada) was derived from the portfolio management activities of the Applicant, 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, the Applicant notifies the Permitted Client of all of the following:

1. the Applicant is not registered in Ontario to provide the advice described in condition (d)(i) of this Order;

2. the foreign jurisdiction in which the Applicant's head office or principal place of business is located;

3. all or substantially all of the Applicant's assets may be situated outside of Canada;

4. there may be difficulty enforcing legal rights against the Applicant because of the above; and

5. the name and address of the Applicant's agent for service of process in Ontario;

(iv) if the Applicant is not registered under the OSA and does not rely on the International Adviser Exemption, 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";

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

1. within 10 days of the date of this Order, a notice making reference to and incorporating by reference the disclosure made by the Applicant pursuant to federal securities laws of the United States that is identified on the Investment Adviser Public Disclosure website; and

2. promptly, a notification of any Form ADV amendment or filing with the SEC that relates to legal or regulatory actions;

(vi) if the Applicant is not subject to the requirement to pay a participation fee in Ontario because it is not registered under the OSA and does not rely on the International Adviser Exemption, by December 31st of each year, 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 Ontario Securities Commission Rule 13-502 Fees as if the Applicant relied on the International Adviser Exemption; and

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

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

(i) upon the request of staff of the Commission, the Applicant agrees to provide information with respect to any Principal Adviser for which the Applicant is acting as a sub-adviser;

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

(iii) the obligations and duties of the Applicant are set out in a written agreement with the Principal Adviser;

(iv) the Applicant shall not act as a sub-adviser to a 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 the Applicant to meet the Assumed Obligations;

(v) the Applicant will ensure, or has ensured, that the Offering Document of each Sub-Advisory Client that is a Fund and for which the Principal Adviser engages the Applicant to provide the Sub-Advisory Services will or does include the Required Disclosure;

(vi) 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, or has received, the Required Disclosure in writing (which may be in the form of an Offering Document); and

(vii) the Applicant will ensure that each Sub-Advisory Client that is a Managed Account for which a Principal Adviser engages the Applicant to provide the Sub-Advisory Services will receive, or has received, 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 the Applicant to act as a sub-adviser to the Principal Adviser in respect of the Sub-Advisory Services or to provide the Advisory Services to Permitted Clients; and

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

Dated at Toronto, Ontario, this 28th day of August, 2020.

"Mary Anne De Monte-Whelan"
Commissioner
Ontario Securities Commission
"Lawrence Haber"
Commissioner
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; 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 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).