The securities laws of certain jurisdictions in Canada require securities dealers and advisors, when they trade or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are “related” or “connected”, to do so only in accordance with particular disclosure and other rules. In certain provinces or territories, these rules require dealers and advisors to inform their clients of the relevant relationship and connections with the issuer of securities prior to trading or advising in the securities of those issuers. Clients should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal advisor. Please see section “Related Issuers and Connected Issuers to Topleft Securities Ltd.” below.
The securities laws of certain jurisdictions also require that dealers and advisors that share the same principal shareholder, or officers or partners or directors, disclose details of the relationship and the policies and procedures they have adopted to minimize the potential conflict resulting from the relationship. Please see section “Related Registrants” below.
Statement of Policies on file with OSC
As required by the Securities Act (Ontario), Regulation S. 223(4), Topleft Securities Ltd. provides the following statement:
“Topleft Securities Ltd. does not and will not engage in activities as an advisor, dealer or underwriter in respect of securities of Topleft Securities Ltd., or of related issuers of Topleft Securities Ltd., or, in the course of distribution in respect of the securities of connected issuers of Topleft Securities Ltd., and undertakes that it will not engage in such activities except in compliance with Part XIII of the Ontario Securities Act General Regulation (Ont. Reg. 1015).”
Related Issuers and Connected Issuers to Topleft Securities Ltd.
A person or company is a “related issuer” to Topleft Securities Ltd. if, through the ownership of or direction or control over voting securities or otherwise, the person or company is an influential securityholder of Topleft Securities Ltd., Topleft Securities Ltd. is an influential securityholder of the person or company, or if each of them is a related issuer of the same third person or company.
An issuer distributing securities is a “connected issuer” to Topleft Securities Ltd. if there is a relationship between the issuer and Topleft Securities Ltd., a related issuer of Topleft Securities Ltd., or a director or officer of Topleft Securities Ltd. or the related issuer of Topleft Securities Ltd., that might lead a reasonable prospective purchaser of the securities of the connected issuer to question whether Topleft Securities Ltd. and the issuer are independent of each other for the distribution of the issuers securities. In certain provinces, the issuers identified as connected issuers may be considered to be related issuers of Topleft Securities Ltd. because Topleft Securities Ltd. has the power to exercise a controlling influence over the issuer’s management or policy.
Topleft Securities Ltd. has no related issuers or connected issuers. Should the case arise whereby Topleft will have related or connected issuers, information would appear here.
Related Registrants
Securities Laws require that dealers that share the same principal shareholder disclose the policies and procedures they have adopted to minimize the potential for conflict in their relationships.
The following registered dealers and advisors are related to Topleft Securities Ltd. by virtue of Topleft’s principal shareholder being the sole direct or indirect shareholder of these dealers or advisors:
Topleft Securities Ltd. has no related registrants. Should the case arise whereby Topleft Securities Ltd. will have related registrants, information would appear here.
Topleft will adopt strict compliance requirements to ensure that the business between related registrants avoid conflicts and are conducted with integrity and in accordance with the law.
Dealer’s Activities
Topleft may from time to time engage in the following activities in respect of securities of related issuers of Topleft and, in the course of a distribution, of securities of connected issuers of the dealer:
- act as an underwriter or selling group member in connection with distribution of such securities;
- sell such securities with or on behalf of customers of Topleft;
- purchase such securities from or on behalf of customers of Topleft;
- act as an adviser in the respect of such securities; and
- make recommendations in respect of such securities.
Disclosure
Where Topleft acts as your dealer, advises you or exercises discretion on your behalf with respect to securities issued by Topleft, by a related issuer or, in the course of a distribution, by a connected issuer of Topleft, Topleft must disclose its relationship with the issuer of the securities. Where as a result of Topleft acting as your dealer or advisor, or of Topleft exercising discretion on your behalf, Topleft knows or should know that securities will be purchased from or sold to Topleft or a director, officer or salesperson of Topleft or, in the course of a distribution, by a connected party, this must also be disclosed to you.
This disclosure will be made as follows:
- where Topleft underwrites securities, the required disclosure will be contained in the prospectus or other documents used to qualify those securities;
- where Topleft assists with the purchase of sale of securities on your behalf, the required disclosure will be contained with the buy order which Topleft prepares and sends to you. In addition, where Topleft exercises discretion under your authority in the purchase or sale of securities on your behalf, Topleft may not exercise that discretion with respect to the transactions described above unless Topleft has obtained your prior specific and informed written consent; and
- where Topleft advises you with respect to the purchase or sale of securities, disclosure will be made prior to Topleft giving advice.
It is the policy of Topleft to comply fully with all applicable securities legislation and to make all required disclosure in acting as an advisor, dealer, and underwriter in respect of securities of related issuers or connected issuers of Topleft. Topleft has a relationship with the persons and companies listed in this statement. Topleft or its directors, officers, partners, salespersons or other employees may from time to time recommend that you trade in or provide to you advice about a security issued by those listed persons or companies. If you wish further information concerning the relationship between Topleft and those listed persons or companies, please contact our Compliance Officer.
Privacy of Information Statement
As of January 1, 2004, the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) applies to organizations, which collect, use or discloses personal information in the course of its activities. PIPEDA applies to Topleft Securities Ltd.’s (“Topleft”) dealing with its clients.
In order to protect the privacy of its clients, Topleft has instituted policies using the following principles:
Accountability
Topleft has appointed a Privacy Officer who is responsible for ensuring that Topleft complies with the principles outlined in this Privacy of Information Statement. The Privacy Officer may be contacted as indicated below.
All employees and/or agents of Topleft are bound by Topleft’s established Policies and Procedures to ensure that the personal information of its clients remains confidential.
As an exempt market dealer, Topleft is also required to make certain personal information of its clients available to governmental, regulatory and self-regulatory agencies and organizations. These organizations are also bound to ensure the confidentiality of the personal information of Topleft’s clients that is provided to such agencies.
Identifying Purposes
The following information is collected from our clients:
- Social Insurance Number, Tax Identification Numbers
- Date of Birth
- Citizenship and Country of Residence
- Banking Information
- Verification of Identity
- Marital Status and Dependents
- Occupation
- Income and Net Worth
The purpose of the collection and verification of the information indicated above is two fold: to ensure that Topleft’s clients are protected by assisting them in determining investment objectives, risk tolerance and suitability of investments; and, to satisfy Topleft’s legal and regulatory obligations, including potential insider or control relationships, the prevention of possible money laundering, and tax reporting requirements.
Consent
By completing and signing Topleft’s KYC forms, clients consent to the collection of personal information and to the disclosure of this information as stated in this Privacy of Information Statement.
Topleft’s clients have the right to withdraw consent to the use of personal information not required for the establishment and servicing of the relationship with Topleft. Topleft’s Privacy Officer should be advised in writing if this is the case.
Personal information may be provided without consent to governmental or regulatory, and self-regulatory agencies such as provincial securities commissions or the Canada Customs and Revenue Agency.
Limiting Collection
Topleft collects only that personal information of its clients that is required for purposes that have been identified to its clients.
Limiting Use, Disclosure, Retention
The personal information collected from clients is retained by Topleft for the period during which our clients maintain a relationship with Topleft and for the period of time following the termination of the relationship, which is stipulated, by law or regulation. When the personal information is no longer required, it is disposed of in a secure manner.
Accuracy
Topleft is committed to maintaining accurate records of its clients’ personal information. Clients are requested to advise their relationship manager of any changes in personal information. From time to time, Topleft may request updated client documentation in order to ensure that the personal information is complete and accurate.
Safeguarding Client Information
Physical access to the personal information of Topleft’s clients is restricted.
Information retained in offsite storage is limited to a secure facility.
Topleft has established electronic systems, including firewalls and anti-virus protection, to ensure that personal information that is available electronically is secured.
Openness
Clients are provided with a copy of the Policies and Procedures related to this Privacy of Information Statement. Any updates will be forwarded. Questions regarding the Privacy of Information Statement may be addressed to the investment advisor or Topleft’s Privacy Officer, in writing.
Access
Upon request to the relationship manager or Topleft’s Privacy Officer, in writing, Topleft will provide its clients with information relating to personal information collected by Topleft.
Client Inquiries and Complaints
Queries regarding Topleft’s Privacy of Information Statement and the assurance of the confidentiality of the personal information collected from our clients may be directed, in writing, to:
Brad Peech
Privacy Officer
Topleft Securities Ltd.
5568 Richmeadow Mews
Mississauga, Ontario, Canada
L4Z 3T4
If complaints have not been satisfactorily addressed, a complaint may be filed with the OBSI (Ombudsman for Banking Services and Investments). Topleft pays membership fees to OBSI to support their independent review of complaints.