APPLICATION FOR INSURANCE
INVESTMENT ADVISER / MUTUAL FUND ORGANIZATION
DIRECTOR, OFFICER AND PROFESSIONAL LIABILITY
(Words and expressions, other than in the headings, printed in bold are defined in the policy form. A reference to Parent Organization means each member of it.)
Notice: If issued, the policy will be on a claims made basis, and will be issued in reliance of the completeness and accuracy of the disclosures and statements in this application. The limits of liability and any deductible will apply to any defence costs payable under the policy.
I.GENERAL INFORMATION1.i.Name of Parent Organization:
ii.Mailing Address:
iii.Place of Incorporation (if applicable):
iv.If other than a corporation, state form of organization and identify applicable law controlling said form of organization. State what public authority any documents relating to formation of such organization (e.g. limited partnership certificate of record) is filed with:
2.Attach copies of the following:
i.Applicant's latest audited annual report;
ii.Applicant's latest 10-K report filed with the SEC (if applicable);
iii.Copy of brochure and sample contract offered to clients;
iv.Information indicating overall portfolio performance for past five years and including comparative results to TSE or similar indices;
v.Latest audited annual report for each mutual fund for which the Applicant acts as Investment Adviser;
vi.Copy of OSC Form 3 or comparable provincial registration application if applicant has been registered for less than 5 years;
vii.Copy of OSC Form 5 or comparable provincial registration application;
viii.List of applicant's affiliates and subsidiaries.
II.INVESTMENT ADVISORY OPERATION
1..i.Year Investment Advisory operations commenced:
ii.List Provincial Securities Commissions with which Applicant is registered and state type of registration:
iii.Is Applicant registered with SEC as an Investment Adviser?
2.i.Number of Offices in Canada:
ii.Number of Offices elsewhere and location of each:
3.i.Number of Persons serving as Partners, Directors or Officers or Trustees:
ii.Number of portfolio managers: If less than ten, attach biographical for each for Items 3(i) and 3(ii).
iii.Size of research staff not included in 3(ii):
iv.Total number of other employees:
4.State whether the Applicant or any other person directly or indirectly controlling, or controlled by Applicant, including any clerical or ministerial employee of Applicant:
i.has been found by any regulatory body of any jurisdiction to have willfully made or caused to be made in any application for registration or report required to be filed with such regulatory body or in any proceeding before the regulatory body with respect to registration, any statement which was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or to have omitted to state in any such application or report any material fact which is required to be stated therein Yes No;
ii.has been convicted of or has pleaded nolo contendere to, within 10 years preceding the filing of any application for registration or at any time thereafter, any felony or misdemeanor Yes No;
a.involving the purchase or sale of any security, the taking of a false oath, the making of a false report, bribery, perjury, burglary, or conspiracy to commit any such offense Yes No;
b.arising out of the conduct of the business of a broker, dealer, municipal securities dealer, investment adviser, bank, insurance company, or fiduciary Yes No;
c.involving the larceny, theft, robbery, extortion, forgery,. counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion, or misappropriation of funds or securities Yes No; or
d.involving the violation of any Security Commission rule or regulation regarding concealment of assets, false oaths and claims, or bribery, in any bankruptcy proceeding, mail fraud, fraud by wire, including telephone, telegraph, radio or television, counterfeiting, forgery, fraud, false statements Yes No.
iii.is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction from acting as an investment adviser, underwriter, broker, dealer, or municipal securities dealer, or as an affiliated person or employee of any investment company, bank, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity, or in connection with the purchase or sale of any security or arising out of any securities or investment advisory activity Yes No;
iv.has been found by any regulatory body of any jurisdiction to have willfully violated or willfully aided, abetted, counseled, commanded, induced, or procured the violation by any other person of any provision of any securities legislation rule or regulation or to have failed reasonable to supervise, with a view to preventing violations of the provisions of such statutes, rules, and regulations, another person who commits such a violation, if such other person is subject to his supervision, or to have been unable to comply with any of the foregoing provisions Yes No;
v.is subject to an order of any regulatory body barring or suspending the right of such person to be associated with an investment adviser which order is in effect with respect to such person Yes No;
vi.has been denied membership or registration with, or participation in, or has been suspended, revoked or expelled from membership participation in or registration with any self-regulatory organization Yes No;
vii.has been denied registration (license) with, or suspended, revoked or expelled from registration (license) with any Securities Commission of any jurisdiction (or any agency thereof) as a broker, dealer, investment adviser, securities salesman, or municipal securities dealer, or has been barred from being associated with a person engaged in such business Yes No;
viii.has been found to have been a cause of (1) the denial, suspension, or revocation of any person's (a) registration with a Securities Commission of any jurisdiction (or any agency thereof), or (b) membership or participation in any self-regulatory organization or (2) any person's expulsion from such self-regulatory organization Yes No;
ix.has been, within the past 10 years, the subject of any cease and desist,, desist, and refrain, prohibition, or similar order which was issued by Canada or the United States or any jurisdiction arising out of the conduct of the business of a broker, dealer municipal securities dealer or investment adviser Yes No;
x.has been the subject of any order, judgment, decree or other sanction of a foreign court, foreign exchange, or foreign governmental or regulatory agency arising out of any securities or investment advisory activities Yes No;
xi.state whether Applicant, or any other person directly or indirectly controlling or controlled by Applicant, including any employee, is presently the subject of any public proceedings in which an adverse decision would result in any of the foregoing questions being answered "yes" Yes No.
5.i.Does the Applicant have a Parent Company? (Ownership of more than 50% of Applicant.) Yes No
If "yes”, please supply full details and attach Parent's latest audited annual report.
ii.Is coverage desired for any entity affiliated to the Applicant? Yes No
If "yes", state entity and describe its function and relationship:
6.i.Has the Applicant been involved in any mergers and/or acquisitions during the past three years? (If "yes", attach full details)
Yes No
ii.Has the Applicant revealed publicly that it is involved in any pending mergers and/or acquisitions? (If "yes", attach full details)
Yes No
7.i.Total assets value of all accounts:Current YearPrevious Year
$ $
$ $
$ $
$ $
$ $
ii.Asset value of largest account:$
iii.Number of accounts lost during last 23 months and corresponding total asset value:
iv.Reason for loss of account:
v.Percentage of accounts for which the Applicant acts as custodian: %
vi.Minimum size of accounts currently accepted as new accounts:$
8.Type of Clients. List the type or types of clients for which the investment adviser generally provides investment advice, including but not limited to, individuals or specified classes of individuals, banks, investment companies and pension and profit-sharing plans.
9.Investment or Brokerage Discretion. Does the Applicant or any person associated with the Applicant have discretionary authority to make any of the following determinations without obtaining the consent of the investment advisory clients before the transactions are effected:
i.Which securities are to be bought or sold? Yes No
ii.The total amount of the securities to be bought or sold? Yes No
iii.Through which broker or dealer securities are to be bought or sold? Yes No
iv.The commission rates at which securities transactions for client accounts are effected? Yes No
10.Complete for those accounts for which the Applicant acts as Investment Adviser.
i.CANADIAN ACCOUNTSMarket Asset ValueNumber of Accounts
a.Discretionary Accounts:
Pension and Employee Benefit Plans$
Mutual Funds$
REITS$
All other accounts$
Accounts for which the Applicant is Trustee$
Total Book Value of all Account$
b.Non-Discretionary Accounts:
Pension and Employee Benefits Plans$
All other accounts$
Total Book Value of all Account$
ii.U.S. ACCOUNTS Market Asset ValueNumber of Accounts
a.Discretionary Accounts:
ERISA Defined Benefits Plans (except HR 10's and IRA's)$
ERISA Defined Contribution Plans$
HR 10 and IRA Plans$
Non-ERISA Pension and Employee Benefit Plans$
Mutual Funds$
REITS$
All other accounts$
Accounts for which Applicant is Trustee$
Total Book Value of all Accounts$
b.Non-Discretionary Accounts:
ERISA Defined Benefits Plans (except HR 10's and IRA's)$
ERISA Defined Contribution Plans$
HR 10 and IRA Plans$
Non-ERISA Pension and Employee Benefit Plans$
All other accounts$
Total Book Value of all Accounts$
iii.ACCOUNTS LOCATION OUTSIDE NORTH AMERICA Market Asset ValueNumber of Accounts
a.Discretionary Accounts:
Pension and Employee Benefit Plans$
Mutual Funds$
REITS$
All other account$
Accounts for which Applicant is Trustee$
Total Book Value of all Accounts$
b.Non-Discretionary Accounts:
Pension and Employee Benefit Plans$
Total Book Value of all Accounts$
11.Does the Applicant act as Investment Adviser for any multi-employer, union or governmental employee benefit plans?
Yes No (If "yes", attach list of clients and dollar amounts of assets managed.)
12.Advisory Services and Fees. Does the Applicant:
i.furnish "Investment Supervisory Services", defined as the giving of continuous advice to clients as to the investment of funds on the basis of individual needs of each client, e.g., the nature an amount of other assets, investments and insurance, and the nature and extent of the personal and family obligations of each client (distinguished from continuous advice of any nature which is not based on consideration of such relevant individual factors);
ii.manage investment advisory accounts under circumstances not involving investment supervisory services;
iii.furnish investment advice through consultations (not as part of (i) or (ii) above) Yes No;
iv.issue periodic publications relating to securities on a subscription basis (if "yes", attach samples) Yes No;
v.prepare or issue special reports or analysis relating to securities, not included in any service described above Yes No
vi.prepare or issue, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities Yes No;
vii.furnish advice to clients on any matters not involving securities on other than an incidental basis Yes No; or
viii.furnish investment advices in any manner not described above Yes No.
13.i.May clients select their own brokers for executions? Yes No
ii.Are some client transactions executed by an 'in-house" broker-dealer? Yes No
iii.Name of "in-house" broker-dealer:
14.Types of Securities. Check the types of securities concerning which the Applicant generally provides investment advice:
i.Equity securities
a.exchange listed securities Yes No
b.securities traded over-the-counter Yes No
ii.Corporate debt securities Yes No
iii.WarrantsYes No
iv.Commercial paper Yes No
v.Bank certificates of deposit Yes No
vi.Municipal securities Yes No
vii.Investment company securities
a.variable life insurance Yes No
b.variable annuities Yes No
c.mutual fund shares
viii.Federal or Provincial Government Securities Yes No
ix.Options contracts on
a.securitiesYes No
b.commodities Yes No
x.Interest in partnerships investing in
a.real estateYes No
b.oil and gas interests Yes No
c.other (explain on separate sheet) Yes No
xi.Other (explain on separate sheet) Yes No
15.Participation or Interest in Securities Transactions. Does the Applicant:
i.as principal, sell securities to or buy securities from any (investment advisory) client;Yes No
ii.effect securities transactions for compensation as broker or agent for any (investment advisory) client; Yes No
iii.as broker or agent for any person other than a (investment advisory) client, sell securities to or buy securities from clients; Yes No
iv.recommend to (investment advisory) clients or prospective clients, the purchase or sale of securities in which the Applicant, directly or indirectly, has a position or interest? Yes No
16.Does the Applicant, or any person associated with the Applicant, have custody or possession of, or have authority to obtain custody or possession of:
i.Securities of any client? Yes No
ii.Funds of any clients? Yes No
17.i.Does the Applicant recommend investments in specialty areas other than commonly traded securities? Yes No
(Specialty areas include commodity futures, real estate, options, private placements, unregistered securities, direct placements, oil and gas joint ventures, cattle trusts, or limited partnerships of any type).
ii.If "yes", describe specialty area and state its percentage of (a) total asset value and (b) each type of account as specified in 9(i), 9(ii) and 9(iii):
18.i.Is there an "approved" list of securities which can be recommended to clients? Yes No
ii.How are exceptions to this list handled internally and with clients?
19.Methods of Analysis. Sources of Information and Investment Strategies.
i.Relate in a narrative fashion the Applicant's method or methods of security analysis, e.g., fundamental analysis, technical analysis, cyclical analysis or charting:
ii.Relate in a narrative fashion the principal sources of information the Applicant uses, e.g., financial newspapers and magazines, company prepared information (i.e., annual reports, prospectuses, filings with the Commission, press releases), inspections of corporate activities, research materials prepared by others, or corporate rating services:
iii.Relate in a narrative fashion the types of investment strategies generally recommended or used to implement any investment advice rendered to clients, e.g., long term purchases (securities will be held at least one year except in unusual circumstances), short term purchases (securities will generally be sold within one year after purchase), trading (securities will generally be sold within 30 days after purchase), short sales, margin transactions, or option writing, including covered options, uncovered options, and spreading strategies.
20.i.How often do clients receive portfolio financial statements?
ii.How often are meetings held with clients?
iii.Describe the Applicant's policy for timely notification of discretionary clients of securities transactions and changes in portfolio.
21.Describe measures the Applicant has instituted to assure that clients' plans comply with applicable legislation:
22.Describe procedure for decisions and executions when a portfolio manager is not available:
23.Other Business Activities.
i.Is the Applicant engaged in any business or profession other than acting as an investment adviser? Yes No
ii.Does the Applicant offer or sell any type of product, other than investment advice concerning securities, to clients?
Yes No
(If the answer to Item (i) and (ii) is "yes", briefly describe such other activities on separate sheet.)
iii.Is the principal business of the Applicant that of an investment adviser? Yes No
24.Other Securities Industry Activities or Affiliations.
- Is the Applicant registered (or does the Applicant have an application for registration pending) as broker or dealer?
ii.Is the Applicant affiliated with any broker, dealer, investment company or another investment adviser? Yes No
25.i.Annual fees for Investment Advisory Services: $
Other Income:$
ii.Explain sources of other income:
26.The following question refers to Form ADV filed with the SEC. Has the Applicant filed any amendments to 13(i) to 13(x) as respects the Applicant's investment advisory services? (If "yes", attach full details) Yes No
27.Describe how the Applicant protects itself from the liabilities of a previous Investment Adviser which it succeeds? (Hold harmless, etc.):
III.MUTUAL FUND OPERATION
1.i.Name of Each Fund Sales DuringRedemption During
and Year EstablishedTotal AssetsPast 12 MonthsPast 12 Months
ii.Name and Address of Advisers:
iii.Name and Address of General Distributor:
iv.Name and Address of the Bank or Firm performing shareholder accounting services:
2.Number of Officers of the Funds and the location of each:
3.i.Number of persons serving as Officers, Partners, Trustees and/or Directors of the Funds:
ii.Total Number of Employees:
4.i.Have there been any changes or modifications in the Investment Restrictions or Limitations of any Fund during the past
two (2) years? Yes No If "yes", give full details:
ii.Have there been any material changes in the Administrative operations or Investment Policies of any Funds during the past two (2) years? Yes No If "yes", give full details:
5. Do the Directors & Officers (as a group) of the Funds or Adviser own more than 5% of the outstanding shares of any of the funds:
6.Are any portfolio transactions executed by an "In-House" Broker? Yes No If "yes", please give name:
7.If coverage is desired for any entity related to the Applicant(s), please state the entity and describe its functions and relationship:
8.Attach copies of the following: i. Each Fund's latest prospectus, ii. Latest Annual and Quarterly Report for each Fund.
9.Has any Fund or Firm merged with or acquired another Fund or Firm during the past three (3) years? Yes No If "yes", give full details:
IV.OTHER INFORMATION
1.i.Name and Address of the law firm acting as counsel:
ii.Does the Firm supply a written opinion as to the legality of any change in Investment and Management Policy?
2.i.Name and Address of the Firm employed as accountant:
ii. State frequency and nature of auditing services conducted:
iii. Is a complete physical check of money and securities made regularly? Yes No
By whom?
V.COVERAGE AND CLAIMS HISTORY
1. Has any claim and/or suit been made against any Applicant, its predecessor, or any past or present director, partner, officer, or employee?
Is the Applicant or any director, partner, officer or employee thereof aware of or in possession of any knowledge of an act, error, omission or breach of duty committed in the rendering of professional services?
Has the Applicant or any of its members, employees, directors or predecessors been the subject of disciplinary proceedings?
QUESTION V(1) REQUIRE RESPONSES REGARDING ANY CLAIM, SUIT OR INDICENT ANY APPLICANT IS AWARE OF OR HAS KNOWLEDGE OF, REGARDLESS OF WHETHER OR NOT THERE WAS ANY VALID AND/OR COLLECTIBLE INSURANCE APPLICABLE TO SUCH CLAIM, SUIT OR INCIDENT.
Further, if the response to any part of Question V(1) is yes, please provide:
- Name of Claimant/Potential Claimant
- Date of Act, Error, Omission or Personal Injury was committed or alleged to have been committed
- Date of Claim
- Nature of Claim
- Quantum
- Any legal opinion obtained as to liability
- Any legal, adjusting or indemnity payments to date
- Any legal, adjusting or indemnity reserves established
COMPANYPOLICY NO.POLICY PERIODPOLICY LIMITDEDUCTIBLE
1.
2.
3.
4.
5.
Please state date on which uninterrupted Professional Liability Insurance began:
3. i. Limit of Liability requested:
Alternately:
Alternately:
ii. Deductible requested:
Alternately:
Alternately:
VI.ACKNOWLEDGEMENT
The undersigned authorized officer on behalf of the Applicant; and
- Declares that the statements and disclosures in this application are complete and accurate; and
- Declares that to the best of their knowledge, there are no known facts material to the risk to be insured that have not been disclosed in this application; and
- Undertakes to provide the Company immediate notice of any material changes discovered between the date of this application and the effective date of the policy; and
- Acknowledges that the Company, if it issues, the policy will be doing so in reliance of the completeness and accuracy of the statements and disclosures in this application; and
- Acknowledges that if issued, this application will form part of the policy; and
- Acknowledges that any personal information provided in connection with the coverage applied for, including but not limited to the information contained in this application, has been collected in accordance with all applicable privacy legislation. The undersigned confirms that all necessary consents have been obtained for the collection, use, and disclosure of such information for the purposes of assessing the application for insurance, and if applicable, investigating and settling claims, detecting and preventing fraud, and acting as required or authorized by law.
For purposes of the Insurance Companies Act (Canada), this document was issued in the course of Liberty Mutual Insurance Company’s insurance business in Canada.
Signed:
Date:
Title:
(Must be Signed by the President, if a Corporation, a General Partner if a Partnership)
IMF (01/08) Investment Adviser/Mutual Fund Organization Application