OVERVIEW OF THE FINANCIAL INDUSTRY

Question 1

Financial Instruments

Answer 1

Financial instruments are either debt or equity and are referred to as securities

Question 2

DEBT INSTRUMENT

Answer 2

A debt instrument represents a legal obligation of the issuer to pay back the investor the principal amount at the maturity date, along with a specified amount of interest or return.

Question 3

FINANCIAL MARKETS

Answer 3

Financial markets are the mediums or locations where financial instruments are traded.

Question 4

FINANCIAL INTERMEDIARIES

Answer 4

Financial intermediaries in financial markets act as “go betweens” to facilitate the transfer of financial instruments (financial instruments are also called securities).

Question 5

FINANCIAL INTERMEDIARIES INCLUDE

Answer 5

Financial intermediaries include securities dealers, banks, trust companies, insurance companies, credit unions, caisses populaires, mutual fund companies, pension funds, finance and loan companies, and more.

Question 6

SECURITIES DEALERS

Answer 6

Securities dealers, also called dealer members, are intermediaries.

Securities dealers assist clients to buy or sell securities through exchanges or over the counter.

Securities dealers may also buy new issues of securities from governments or corporations (bought deals) which they resell to their clients.

Question 7

DEFINE BOUGHT DEAL

Answer 7

A bought deal is one form of financial arrangement often associated with an Initial Public Offering.

It occurs when an underwriter, such as an investment bank or a syndicate, purchases securities from an issuer before a preliminary prospectus is filed.

Question 8

SCHEDULE I BANKS

Question 9

SCHEDULE II BANKS

Answer 9

Schedule II banks are incorporated and operate in Canada as federally regulated foreign bank subsidiaries. These banks may accept deposits, which may be eligible for deposit insurance provided by the Canada Deposit Insurance Corporation (CDIC).

Examples of Schedule II banks in Canada include the AMEX Bank of Canada, Citibank Canada, and BNP Paribas. Schedule II banks have been able to open branches in Canada with restricted deposit taking since 1999.

Question 10

SCHEDULE III BANKS

Answer 10

Schedule III banks are federally regulated foreign bank branches of foreign institutions that have been authorized under the Bank Act to do banking business in Canada. Examples of Schedule III banks in Canada include HSBC Bank USA, Comerica Bank and the Bank of New York Mellon.

A Schedule II bank may engage in all types of business permitted to a Schedule I bank. In practice, most derive their greatest share of revenue from retail banking and electronic financial services. Schedule III banks, in contrast, tend to focus on corporate and institutional finance and investment banking.

Question 11

BENEFITS OF ALLOWING FOREIGN BANKS

Answer 11

By allowing foreign banks to operate in Canada, the government has facilitated the expansion in the operations of Canadian-owned Schedule I banks abroad. The presence of foreign-owned banks in Canada also provides a conduit for investment of foreign capital in Canada as well as providing Canadian corporate borrowers with alternative sources of borrowed funds.

Question 12

2 OWNERSHIP STRUCTURES OF LIFE COs

Answer 12

Life insurance companies can be owned by policyholders (mutual life insurance companies) or by shareholders (joint stock companies).

Question 13

DEMUTUALIZATION

Answer 13

In Canada we have experienced demutualization, where most mutual life insurance companies have changed into joint stock companies. Demutualization allows insurance companies to have easier access to capital and to compete with other financial institutions that are now competing in the insurance industry (namely banks) and to compete in growing areas of business like securities.

Question 14

FEDERAL LEGISLATION GOVERNING INSURANCE COMPANIES

Answer 14

The federal legislation governing insurance companies is the Insurance Companies Act, adopted in 1992. The legislation permits life insurance companies to own trust and loan companies, and to enter new financial businesses through subsidiaries.

Question 15

INVESTMENT RULE THAT GOVERNS INSURANCE COMPANIES

Answer 15

The investment rule which governs insurance companies is called the prudent portfolio approach — previously the legal for life rule.

Question 16

INSURANCE ACT RESTRICTS _ _ _

Answer 16

The Insurance Act restricts investment exposure and investment selection.

For insurance companies exposure to real estate and equity investments are limited. The long-term nature of life insurance policies necessitates investments that are long term in duration.

Life insurance companies are active in the mortgage market and long term bond market.

Question 17

REINSURANCE

Answer 17

Reinsurance is where one insurance company sells a policy it has underwritten to another insurance company which in turn assumes the liability for all or part of the policy.

Question 18

ASSURIS

Answer 18

In the event of insolvency of a member life insurance company, Assuris guarantees clients minimum protection and continued coverage

Question 19

ASSURIS - LIFE INS DEATH BENEFIT

Answer 19

Life Insurance Death Benefit:

On the first $200,000 of life insurance death benefits, the coverage is the lesser of $200,000 or the amount of the coverage.

For example, if the face amount of the death benefit is $50,000, the coverage is $50,000.

If the death benefit is greater than $200,000, the protection greater of $200,000 or 85% of the promised benefit.

Question 20

ASSURIS - CASH SURRENDER VALUE

Answer 20

Cash Surrender Value:

On the first $60,000 cash value of a life insurance policy, the coverage is the lesser of $60,000 or the cash value of the policy.

For example, if the cash value is $25,000, the cash value covered is $25,000.

If the cash value is greater than $60,000, the coverage is the greater of $60,000 or 85% of the cash value. For example, if the cash value is $100,000, the Assuris coverage is $85,000

Question 21

ASSURIS - NON-REG

Answer 21

Non-Registered Accumulation Plans:

For non-registered accumulation plans, the coverage is the value of the plan up to a maximum of $100,000. For example, if the plan is worth $20,000, the coverage is $20,000. If the plan is worth $300,000, the coverage is $100,000.

Question 22

ASSURIS - SEG FUNDS

Answer 22

For segregated funds, where the guarantee (promised benefit) is $60,000 or less, the insurance coverage is the value of the guarantee (promised benefit) up to a maximum $60,000.

For example, if a segregated fund was purchased for $50,000 and the guarantee is 75% of the original investment, then the guarantee (promised benefit) is $37,500 [$50,000 x 0.75].

The Assuris guarantee would be for $37,500.

If the guarantee (promised benefit) is greater than $60,000, the insurance coverage is the greater of $60,000 or 85% of the guarantee (promised benefit).

If the segregated fund was purchased for $400,000 and if the guarantee (promised benefit) is $300,000 [$400,000 x 75%], the Assuris coverage in case of insolvency is $255,000

[$300,000 x 0.85].

Question 23

MUTUAL FUNDS

Answer 23

Mutual funds are an example of an investment fund.

The money raised by selling units or shares in an investment fund is pooled and invested in a portfolio of securities.

The two types of investment funds are: open-end funds and closed-end funds. Whether open-ended or closed-ended, both fund types benefit from professional management and can invest in a wide variety of securities including, bonds, stocks, etc.

Question 24

OPEN END FUNDS

Answer 24

Open-end funds including mutual funds continuously issue and redeem units or shares on demand directly through the fund itself.

Mutual funds account for the majority of investment fund assets. Investors who choose to purchase or redeem mutual fund units or shares, pay or receive the net book value (break-up value) of what the shares are worth as of the valuation date.

This is called the net asset value per share (NAVPS).

Question 25

**CLOSED END FUNDS**

Answer 25

**Closed-end funds** **receive money through an initial offering of shares.** **The money is then invested in** **a pool of securities based on the investment objectives of the fund.** **The shares then trade in a** **secondary market (i.e., on a stock exchange) between investors. The shares of a closed-end fund are** **marketable (saleable). The price of the shares is determined by supply and demand.**

Question 26

**OSFI**

Answer 26

**The Office of the Superintendent of Financial Institutions ( OSFI) is a regulatory body for all federally** **regulated financial institutions. OSFI is responsible for regulating and supervising:** **over 150 deposit-taking institutions including banks, trust and loan companies, and cooperative credit** **associations** **over 250 insurance companies, including life insurance companies, fraternal benefit societies and** **property and casualty insurance companies** **over 20 foreign bank representative offices that are chartered, licensed or registered by the federal** **government** **approximately 1,000 federally regulated pension plans.** **OSFI does not regulate the Canadian securities industry.**

Question 27

**ACCOUNTS INSURED BY CDIC**

Answer 27

**Accounts and products insured by CDIC include:** **Savings and chequing accounts** **Guaranteed investment certificates (GICs) and other term deposits that mature in five years or less** **Money orders, certified cheques, traveller's cheques and bank drafts** **Accounts that hold realty taxes on mortgaged properties.**

Question 28

**CDIC REQUIREMENTS**

Answer 28

**These accounts and products must be held at a CDIC member and in Canadian dollars to be eligible for deposit insurance. CDIC does not insure: mutual funds and stocks; GICs and other term deposits that mature in more than five years; bonds and treasury bills; debentures issued by governments, corporations, or chartered banks; and deposits held in a foreign currency.**

Question 29

**CDIC LIMITS**

Answer 29

**It is possible to have more than $100,000 in deposits eligible for CDIC coverage, provided the deposits are held in more than one of CDIC's six deposit insurance categories. These categories include deposits held:** * **in one name** * **jointly in more than one name** * **in a trust account** * **in a registered retirement savings plan (RRSP)** * **in a registered retirement income fund (RRIF)** * **in a mortgage tax account**

Question 30

**CDIC LIMIT EXAMPLE**

Answer 30

**Example: Assume that Sandra has the following at ABC Ltd. bank, a Canadian bank, which declares** **bankruptcy: $90,000 cash on deposit in her own name and $140,000 on deposit in a registered retirement** **savings plan. CDIC would insure her deposits in the amount of $190,000 [$90,000 fully covered for the** **cash deposit in her own name and a maximum of $100,000 covered for her registered retirement savings** **plan].**

Question 31

**SECURITIES REGULATION JURISDICTION**

Answer 31

**Securities regulation in Canada is a provincial and territorial matter. Each province and the three territories have their own Securities Act and securities administrator. In most provinces the securities administrator is a securities commission. For example, the Alberta Securities Commission is the securities administrator in Alberta**

Question 32

**SECURITIES COMMISSION DEFINITION & DUTIES**

Answer 32

**A securities commission is a legal body which has wide sweeping powers. In particular, a securities** **commission sets conditions of registration pertaining to companies and individuals dealing in** **securities. Besides establishing initial registration requirements, the securities commission has the power to cancel, revoke or suspend a company's or an individual's registration for just cause.**

Question 33

**OBJECTIVES OF SECURITIES ACT**

Answer 33

**Each province and the territories has enacted its own Securities Act. The major objectives of these** **Acts' are: to protect the investing public against fraud and unscrupulous practices; and to foster** **capital growth through fair and efficient capital markets.**

Question 34

**CANADIAN SECURITIES ADMINISTRATORS**

Answer 34

**Since securities laws are a provincial/territorial matter, variations in regulations towards specific areas may exist between jurisdictions. However in their attempt to provide consistency in securities laws across Canada, the provinces/territories set up the Canadian Securities Administrators (CSA). The CSA is a working cooperative which consists of representatives from the 13 securities administrators from across Canada. The purpose of the CSA is to promote harmony in securities laws and rules and** **regulations across Canada.** **To meet this objective the provincial/territorial regulators have agreed to** **coordinate their activities where possible under National Instruments** ***(which are legally binding)*** **and National Policies** ***(which are not legally enforceable).*** **For example, National Instrument 81-102 pertains to mutual fund advertising and distribution across Canada.**

Question 35

**NOTES** **NATIONAL INSTRUMENTS** **NATIONAL POLICIES**

Answer 35

**To promote harmony the provincial/territorial regulators have agreed to coordinate their activities where possible under National Instruments (which are legally binding) and National Policies (which are not legally enforceable).**

Question 36

**NOTE ONLY**

Answer 36

**While there are various National Instruments and National Policies, different policies and regulations may exist between provinces/territories due to local attitudes, needs and experiences. Therefore, the provinces/territories have in the past enacted local policies which are referred to as Provincial** **Policies.** **Some policies have also been specifically adopted in the Western provinces and Ontario,** **which are referred to as Uniform Policies. In addition if more than one jurisdiction (but not all) adopt an Instrument, this Instrument is legally enforceable and is called a Multi-Lateral Instrument.**

Question 37

**MAJOR PURPOSE OF SECURITIES ACTS**

Answer 37

**Provinces have enacted Securities Acts' to regulate the underwriting, distribution and sale of securities to the public. The major purpose of the Securities Acts' is to protect the investing public.** **The general principle underlying Canadian securities legislation is full, true and plain disclosure of all material facts to the public; not the approval or disapproval of the investment merits of an issue of securities.**

Question 38

**POWERS OF SECURITIES ADMINSTRATORS**

Answer 38

**Registration, Disclosure and Investigation and Prosecution.**

Question 39

**REGISTRATION**

Answer 39

**The securities administrators register parties that sell securities to the public or advise the public on buying and selling securities. They may suspend, revoke or cancel registrations for just cause. Every firm which underwrites or sells securities must also be registered with the securities administrators.**

Question 40

**DEALER**

Answer 40

**Person or company who trades in securities in the capacity of PRINCIPAL OR AGENT**

Question 41

**ADVISOR**

Answer 41

**A person or company engaging in the business of advising others with repect to the investing in or buying or selling of securities. The specific registrations are that of a portfolio manager or restricted portfolio manager**

Question 42

**INVESTMENT FUND MANAGER**

Answer 42

**Persons or companies who manage investment funds, which include pooled funds.**

Question 43

**Application for registration are made through the _ \_ _ \_ _ \_ \_**

Answer 43

**NATIONAL REGISTRATION DATABASE (NRD DATABASE)**

Question 44

**NRD is owned by _ \_ _ \_**

Answer 44

**CANADIAN SECURITIES ADMINISTRATORS**

Question 45

**List 4 disclosure documents**

Answer 45

1. **Prospectus** 2. **Trading reports** 3. **Corporate financial reports** 4. **Takeover bid documents**

Question 46

**Dual Registration**

Answer 46

**This is where the registrant may deal in securities and insurance and therefore holds two registrations**

Question 47

**CONTINOUS AND TIMELY DISCLOSURE**

Answer 47

**After bringing out an inital public offering (IPO), the issuer must report its affairs on an ongoing basis to the securities commissions (continous disclosure). For example publicly traded compaines on the TSX must file annual audited financial statements no later than 90 calendar days from year end and unaudited quarterly statements no later than 45 calendar days from their quarter end.**

Question 48

**ISSUER DISCLOSURE SYSTEM**

Answer 48

**Issuers use a system called SEDAR to make required disclosures.**

Question 49

**SEDAR**

Answer 49

**SEDAR = System for Electronic Document Analysis and Retrival**

Question 50

**Disclosure Requirements** **True of False? Securities Acts require that if a securities firm is acting as a principal in a transaction with their customers, this must be disclosed to customers.**

Answer 50

**ANSWER: True**

Question 51

**All provinces, except PEI, require that any registrant must promptly require that any registrant must confirm to clients the following (list 6)**

Answer 51

* **The security purchased or sold** * **Quantity purchased of sold** * **Price of the security** * **Agent or principal transaction** * **Commission** * **Name of salesperson** * **In Ontario if shares are restricted (as to voting rights) they must be desognated as such.**

Question 52

**Securities administrators require any company offering securities to the public must first obtain . . . .**

Answer 52

**. . . approval of prospectuses that provide full, true and plain disclosure about the issue and the issuer.**

Question 53

**Filed on an initial public offering**

Answer 53

* **preliminary prospectus (red herring)** * **final prospectus**

Question 54

**Preliminary Prospectus**

Answer 54

**A preliminary prospectus is a first draft registration statement that a firm files prior to proceeding with an initial public offering (IPO) of their securities.**

Question 56

**Under the ___________ system an issuer can send required documents to their principal regulator only, and receive approval by the regulators (except Ontario)**

Answer 56

**Passport System**

Question 57

**Effective May 2016 investment dealers are required to deliver ________ .**

Answer 57

**ANSWER: Fund Facts document**

Question 58

**The investor by receiving the Fund Facts documents has the statutory rights of:**

Answer 58

* **withdrawal - within 2 business days of receipt or deemed receipt of the Fund Facts document** * **recission** * **action for damages**

Question 59

**The fund facts document is divided into two major headings . . .**

Answer 59

* **first section deals with information about the fund** * **second section deals with information about costs, rights and other**

Question 60

**Final Prospectus**

Answer 60

**A final prospectus is the final version of a prospectus for a public offering of securities. This document is complete in all details concerning the offering and is referred to as a "statutory prospectus" or "offering circular."**