Part 1 – Registration details

1.1             Firm’s full legal name

Provide the full legal name of the firm as it appears on the firm’s constating documents required under question 3.7. If the firm is a sole proprietorship, provide your first, last and any middle names. If the firm’s legal name is in English and French, provide both versions.

If the firm’s legal name is in English and French, provide both versions.

1.2             Firm’s NRD number

For more information, visit www.nrd-info.ca.

1.3             Why are you submitting this form?

□     To seek initial registration as a firm in one or more jurisdictions of Canada

□     To add one or more jurisdictions of Canada to the firm’s registration

□     To add one or more categories to the firm’s registration

Complete:

The entire form

Questions 1.1, 1.2, 1.4, 1.5, 2.4, 3.9,
5.4, 5.6*, and Part 9

Questions 1.1, 1.2, 1.4, 1.5, 3.1, 5.1, 5.4,
5.5, 5.6*, 5.7, 5.8, Part 6 and Part 9

* If the firm is adding Québec as a jurisdiction for registration in the category of mutual fund dealer or scholarship plan dealer, complete question 5.6.

1.4             In what category and jurisdiction is the firm seeking registration? Check all that apply.

(a)              Categories under securities legislation

Jurisdiction

Abbreviations

Category

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

Alberta (AB)

Investment dealer

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British

Columbia (BC)

Mutual fund dealer

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Manitoba (MB)

Scholarship plan dealer

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New Brunswick (NB)

Newfoundland and Labrador (NL)

Exempt market dealer

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Northwest Territories (NT) Nova Scotia (NS)

Restricted dealer

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Nunavut (NU) Ontario (ON)

Investment fund manager

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Prince Edward Island (PE) Québec (QC)

Portfolio manager

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Saskatchewan (SK) Yukon (YT)

Restricted

portfolio

manager

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(b)              Categories under derivatives legislation (Manitoba and Ontario only)

Category

Dealer (merchant)

Manitoba

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Dealer (futures commission merchant)

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Dealer (floor broker)

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Local

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Adviser

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Ontario

Commodity trading adviser

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Commodity trading counsel

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Commodity trading manager

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Futures commission merchant

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(c)              Investment dealers and portfolio managers (Québec only)

If the firm is seeking registration in Québec as an investment dealer or a portfolio manager, will the firm also act as a:

Derivatives dealer

Yes       □               No    □

Derivatives portfolio manager

Yes       □               No    □

1.5             Exemptions

Is the firm applying for any exemptions under securities or derivatives legislation?

Yes            □                No  □

If yes, provide the following information for each exemption:

Type of exemption

Legislation

Jurisdiction(s) where the firm has applied for the exemption

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

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Part 2 –Contact information

Addresses

2.1             Head office address

A post office box on its own is not acceptable for a head office address.

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

Telephone number

Fax number

Website

If the firm’s head office is in Canada, go to question 2.3.

If the firm’s head office is not in Canada, go to question 2.2.

2.2             Firms whose head office is not in Canada

(a)              Does the firm have any business location addresses in Canada?

Yes            □                No         □

If yes, provide the firm’s primary Canadian business location address:

Address line 1

Address line 2

City

Province/territory

Postal code

The securities regulatory authority in this jurisdiction of Canada is the firm’s principal regulator in Canada. A post office box is acceptable for a mailing address.

(b)              If a firm is not registered in a jurisdiction of Canada, indicate the jurisdiction of Canada in which the firm expects to conduct most of its activities that require registration as at the end of its current financial year or conducted most of its activities that require registration as at the end of its most recently completed financial year.

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

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2.3             Mailing address

□               Same as the head office address

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

If the firm does not have an office in a jurisdiction of Canada where it is seeking registration, it must appoint an agent for service in that jurisdiction of Canada.

2.4             Address for service and agent for service

Attach a completed Schedule B Submission to jurisdiction and appointment of agent for service for each jurisdiction of Canada where the firm is seeking registration and does not have an office.

Contact names

2.5             Ultimate designated person

A registered firm must have an individual registered in the category of ultimate designated person.

Legal name

Officer title

Telephone number

E-mail address

NRD number, if available

Address

□              Same as firm head office address

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

2.6             Chief compliance officer and/or supervisory procedure person

□               Same as ultimate designated person

A registered firm must have an individual registered in the category of chief compliance officer.

Legal name

Officer title

Telephone number

E-mail address

NRD number, if available

Address

□              Same as firm head office address

Address line 1

Address line 2

City

Province/territory/state

Country

Postal/zip code

Part 3 –Business history and structure

Business activities

3.1             The firm’s business

Provide a description of the firm’s proposed business, including its primary business activities, target market, and the products and services it will provide to clients.

3.2             Other names

In addition to the firm’s legal name in question 1.1, does the firm use any other names, such as a trade name?

Yes            □                No  □

If yes, list all other names and indicate if each name has been registered:

3.3             Business documents

Does the firm have the following documents to support its business activities?

Yes

No

(a)   Business plan for at least the next three years

(b)   Policies and procedures manual, including account opening procedures and the firm’s policy on fairness in allocation of investment opportunities, if applicable

If no, explain why the firm does not have the document:

Attach the firm’s business plan, policies and procedures manual and client agreements, including any investment policy statements and investment management agreements, except if the regulator in Ontario is the principal regulator of the firm seeking registration, unless the regulator in Ontario has requested they be provided.

History of the firm

3.4             When was the firm created?

yyyy/mm/dd

3.5             How was the firm created?

New start-up

Merger or amalgamation

Reorganization

Other statutory arrangement

□            Go to question 3.7.

□            Go to question 3.6.

□            Go to question 3.6.

□            Please specify below and go to question 3.6.

3.6             Predecessors

List the entities that were merged, amalgamated, reorganized or otherwise arranged to create the firm.

3.7             Constating documents

Attach the legal documents that established the firm as an entity, for example, the firm’s articles and certificate of incorporation, any articles of amendments, partnership agreement or declaration of trust. If the firm is a sole proprietorship, provide a copy of the registration of trade name.

As part of their constating documents, firms whose head office is outside Canada may be required to provide proof of extra-provincial registration.

Business structure and ownership

3.8             Type of legal structure

Sole proprietorship

Partnership

Limited partnership

Corporation

Other

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□Name of general partner ______________________________

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□Please specify ______________________________________

3.9             Business registration number, if applicable

This is the firm’s corporate registration number or Québec enterprise number (NEQ).

List the firm’s business registration number for each jurisdiction of Canada where the firm is seeking registration.

Business registration number

Jurisdiction of Canada

3.10           Permitted individuals

List all permitted individuals of the firm.

Name

Title

NRD number, if applicable

3.11           Organization chart

Attach an organization chart showing the firm’s reporting structure. Include all permitted individuals, the ultimate designated person and the chief compliance officer.

3.12           Ownership chart

Attach a chart showing the firm’s structure and ownership. At a minimum, include all parents, specified affiliates and specified subsidiaries.

Include the name of the person or company, and class, type, amount and voting percentage of ownership of the firm’s securities.

Part 4 – Registration history

The questions in Part 4 apply to any jurisdiction and any foreign jurisdiction.

4.1             Securities registration

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed to trade or advise in securities or derivatives?

Yes            □                No         □

If yes, provide the following information for each registration:

Name of entity

Registration category

Regulator/organization

Date registered or licensed (yyyy/mm/dd)

Expiry date, if applicable
(yyyy/mm/dd)

Jurisdiction

4.2             Exemption from securities registration

Is the firm currently relying on any exemptions from registration or licensing to trade or
advise in securities or derivatives (other than those exemptions with respect to which the firm has already notified the securities regulator or, in Québec, the securities regulatory authority in accordance with the applicable exemption)?

Yes            □                No         □

If yes, provide the following information for each exemption:

Type of exemption

Regulator/organization

Date of exemption (yyyy/mm/dd)

Jurisdiction

4.3             Membership in an exchange or SRO

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been a member of a securities or derivatives exchange, SRO or similar organization?

Yes            □                No         □

If yes, provide the following information for each membership:

Name of entity

Organization

Date of membership (yyyy/mm/dd)

Expiry date, if applicable (yyyy/mm/dd)

Jurisdiction

4.4             Exemption from membership in an exchange or SRO

Is the firm currently relying on any exemptions from membership with a securities or derivatives exchange, SRO or similar organization?

Yes            □                No         □

If yes, provide the following information for each exemption:

Type of exemption

Organization

Date of exemption (yyyy/mm/dd)

Jurisdiction

4.5             Refusal of registration, licensing or membership

Has the firm, or any predecessors or specified affiliates of the firm been refused registration, licensing or membership with a financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes            □                No         □

If yes, provide the following information for each refusal:

Name of entity

Reason for refusal

Regulator/organization

Date of refusal (yyyy/mm/dd)

Jurisdiction

4.6             Registration for other financial products

Examples of other financial products include financial planning, life insurance and mortgages.

In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed under legislation that requires registration or licensing to sell or advise in a financial product other than securities or derivatives?

Yes            □                No         □

If yes, provide the following information for each registration or licence:

Name of entity

Type of licence or registration

Regulator/organization

Date of registration (yyyy/mm/dd)

Expiry date, if applicable (yyyy/mm/dd)

Jurisdiction

Part 5 - Financial condition

Capital requirements

5.1             Calculation of excess working capital

Attach the firm’s calculation of excess working capital.

•       Investment dealers must use the capital calculation form required by the Investment Industry Regulatory Organization of Canada (IIROC).

•       Mutual fund dealers must use the capital calculation form required by the Mutual Fund Dealers Association of Canada (MFDA), except for mutual fund dealers registered in Québec only.

•       If the firm is only applying for registration as an adviser under the Commodity Futures Act (Ontario), attach the firm’s calculation of minimum free capital in accordance with section 14 of Regulation 90 under that Act.

•       Other firms that are not members of either IIROC or the MFDA must use Form 31-103F1 Calculation of Excess Working Capital. See Schedule C.

5.2             Sources of capital

List all cash, cash equivalents, debt and equity sources of the firm’s capital.

Name of person or entity providing the capital

Type of capital

Amount ($)

5.3             Guarantors

See Schedule C Form 31-103F1

Calculation of Excess W orking Capital.

In relation to its business, does the firm:

Yes

No

(a) Have any guarantors?

(b) Act as a guarantor for any party?

If yes, provide the following information for each guarantee:

Name of party to the guarantee

NRD number, if applicable

Relationship to the firm

Amount of guarantee ($)

Details of the guarantee

Bonding and insurance

Questions 5.4 to 5.8 apply to the firm’s bonding or insurance coverage or proposed bonding or insurance coverage for securities and derivatives activities only. This in accordance with Part 12, Division 2 of NI 31-103.

5.4             Jurisdictions covered

This information is on the financial institution bond.

Where does the firm have bonding or insurance coverage?

AB        □

BC       □

MB       □

NB       □

NL        □

NS       □

NT        □

NU       □

ON       □

PE        □

QC       □

SK        □

YT        □

If the firm’s bonding or insurance does not cover all jurisdictions of Canada where it is seeking registration, explain why.

5.5             Bonding or insurance details

This information is on the binder of insurance or on the financial institution bond.

Name of insurer

Bond or policy number

Specific insuring agreements and clauses

Coverage for each claim ($)

Annual aggregate coverage ($)

Total coverage ($)

Amount of the deductible ($)

Expiry date (yyyy/mm/dd)

If the firm’s insurance or proposed insurance is not in the form of a financial institution bond, explain how it provides equivalent coverage to the bond.

5.6             Professional liability insurance (Québec only)

This information is required only if the firm is applying for registration in Québec as a mutual fund dealer or as a scholarship plan dealer.

If the firm is seeking registration in Québec as a mutual fund dealer or a scholarship plan dealer, provide the following information about the firm’s professional liability insurance:

Name of insurer

Policy number

Specific insuring agreements and clauses

Coverage for each claim ($)

Annual aggregate coverage ($)

Total coverage ($)

Amount of the deductible ($)

Renewal date (yyyy/mm/dd)

Jurisdictions covered:

AB

BC

MB

NB

NL

NS

NT

NU

ON

PE

QC

SK

YT

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Which insurance policy applies to your representatives?

Firm's policy □               Individual's policy □                Both □

5.7             Directors’ resolution approving insurance

Attach a directors’ resolution confirming that the firm has sufficient insurance coverage for its securities or derivatives-related activities.

5.8             Bonding or insurance claims

In the last seven years, has the firm made any claims against a bond or on its insurance?

Yes            □                No         □

If yes, provide the following information for each claim:

Type of bond or insurance

Date of claim (yyyy/mm/dd)

Amount ($)

Reason for claim

Date resolved (yyyy/mm/dd)

Result

Jurisdiction

Solvency

5.9             Bankruptcy

In the last seven years, has the firm or any of its specified affiliates declared bankruptcy, made an assignment or proposal in bankruptcy, or been the subject of a petition in bankruptcy, or the equivalent in any jurisdiction?

Yes            □                No         □

If yes, provide the following information for each bankruptcy or assignment in bankruptcy:

Name of entity

Reason for bankruptcy or assignment

Date of bankruptcy, assignment or petition (yyyy/mm/dd)

Date discharge granted, if applicable (yyyy/mm/dd)

Name of trustee

Jurisdiction

If applicable, attach a copy of any discharge, release or equivalent document.

5.10           Appointment of receiver

In the last seven years, has the firm or any of its specified affiliates appointed a receiver or receiver manager, or had one appointed, or the equivalent in any jurisdiction?

Yes No

If yes, provide the following information for each appointment of receiver:

Name of entity

Date of appointment (yyyy/mm/dd)

Reason for appointment

Date appointment ended (yyyy/mm/dd)

Reason appointment ended

Name of receiver or receiver manager

Jurisdiction

Financial reporting

5.11           Financial year-end

(mm/dd)

If the firm has not established its financial year-end, explain why.

Provide the name of the individual auditing the financial statements and the name of the firm, if applicable.

5.12           Auditor

Name of auditor and accounting firm

5.13           Audited financial statements

(a)              Attach, for your most recently completed year, either

(i)               non-consolidated audited financial statements; or

(ii)              audited financial statements prepared in accordance with section 3.2(3) of NI 52-107.

(b)              If the audited financial statements attached for item (a) were prepared for a period ending more than 90 days before the date of this application, also attach an interim financial report for a period of not more than 90 days before the date of this application.

If the firm is a start-up company, you can attach an audited opening statement of financial position instead.

5.14           Letter of direction to auditors

We may request an audit of the firm at any time while the firm is registered.

Attach a letter of direction from the firm authorizing the auditor to conduct any audit or review of the firm that the regulator may request.

Part 6 – Client relationships

6.1             Client assets

See Part 14, Division 3 of NI 31-103 and Companion Policy 31-103CP.

Will the firm hold or have access to client assets?

Yes            □                No         □

If yes, provide the following information for each financial institution where the trust accounts for client assets are held.

For guidance regarding whether a firm will hold or have access to client assets see section 12.4 of Companion Policy 31-103CP.

Name of financial institution

Address line 1

Address line 2

City

Province/territory

Postal code

Telephone number

6.2             Conflicts of interest

Does the firm have or expect to have any relationships that could reasonably result in any significant conflicts of interest in carrying out its registerable activities in accordance with securities or derivatives legislation?

Yes            □                No         □

If yes, complete the following questions:

(a)              Provide details about each conflict:

(b)              Does the firm have policies and procedures to identify and respond to its conflicts of interest?

Yes            □                No         □

If no, explain why:

Part 7 – Regulatory action

The questions in Part 7 apply to any jurisdiction and any foreign jurisdiction. The information must be provided in respect of the last 7 years.

7.1             Settlement agreements

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 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

7.2             Disciplinary history

Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

Yes

No

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?

Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?

Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm?

Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm?

Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm?

Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm?

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

7.3             Ongoing investigations

Is the firm aware of any ongoing investigations of which the firm or any of its specified affiliates 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

Part 8 – Legal action

The firm must disclose offences or legal actions under any statute governing the firm and its business activities in any jurisdiction. The information must be provided in respect of the last 7 years.

8.1             Criminal convictions

Has the firm, or any predecessors or specified affiliates of the firm been convicted of any criminal or quasi-criminal offence?

Yes            □                No         □

If yes, provide the following information for each conviction:

Name of entity

Type of offence

Case name

Case number, if applicable

Date of conviction (yyyy/mm/dd)

Jurisdiction

8.2             Outstanding criminal charges

Is the firm or any of its specified affiliates currently the subject of any outstanding criminal or quasi-criminal charges?

Yes            □                No         □

If yes, provide the following information for each charge:

Name of entity

Type of offence

Date of charge (yyyy/mm/dd)

Jurisdiction

8.3             Outstanding legal actions

Yes

No

(a)   Is the firm currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action?

(b)   Are any of the firm’s specified affiliates currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action that involves fraud, theft or securities-related activities, or that could significantly affect the firm’s business?

If yes, provide the following information for each legal action:

Name of entity

Type of legal action

Date of legal action (yyyy/mm/dd)

Current stage of litigation

Remedies requested by plaintiff or appellant

Jurisdiction

8.4             Judgments

Yes

No

Has any judgment been rendered against the firm or is any judgment outstanding in any civil court for damages or other relief relating to fraud, theft or securities-related activities?

Are any of the firm’s specified affiliates currently the subject of any judgments that involve fraud, theft or securities-related activities, or that could significantly affect the firm’s business?

If yes, provide the following information for each judgment:

Name of entity

Type of judgment

Date of judgment (yyyy/mm/dd)

Current stage of litigation, if applicable

Remedies requested by plaintiffs

Part 9 – Certification

It is an offence under securities legislation and derivatives legislation, including commodity futures legislation, to give false or misleading information on this form.

By signing below, you:

1.               Certify to the regulator in each jurisdiction of Canada where the firm is submitting and filing this form, either directly or through the principal regulator, that:

•                 you have read this form, and

•                 to the best of your knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.

2.               Certify to each regulator in a non-principal jurisdiction of Canada where the firm is submitting and filing this form, either directly or through the principal regulator, that at the date of this submission:

•                 the firm has submitted and filed all information required to be submitted and filed under the securities legislation or derivatives legislation or both of the principal jurisdiction of Canada in relation to the firm’s registration in that jurisdiction, and

•                 this information is true and complete.

3.               Authorize the principal regulator to give each non-principal regulator access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both of the principal jurisdiction of Canada in relation to the firm’s registration in that jurisdiction.

4.               Acknowledge that the regulator may collect and provide personal information about the individuals referred to in this form under Collection and use of personal information.

5.               Confirm that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information.

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)

Alberta

Alberta Securities Commission

Suite 600, 250–5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 297-6454

Nunavut

Government of Nunavut

Department of Justice

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Superintendent of Securities

Telephone: (867) 975-6590

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information Officer

Telephone: (604) 899-6500 or (800) 373-6393 (in Canada)

Ontario

Ontario Securities Commission

22^nd Floor

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant Regulation

Telephone: (416) 593-8314

e-mail: [email protected]

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone: (204) 945-2548

Fax: (204) 945-0330

Prince Edward Island

Securities Office

Department of Community Affairs and Attorney General

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Superintendent of Securities

Telephone: (902) 368-6288

New Brunswick

Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Registration

Telephone: (506) 658-3060

Québec

Autorité des marchés financiers

800, square Victoria, 22e étage

C.P. 246, tour de la Bourse

Montréal (Québec) H4Z 1G3

Attention: Responsable de l’accès à l’information

Telephone: (514) 395-0337 or (877) 525-0337

Newfoundland and Labrador

Superintendent of Securities, Service NL

Government of Newfoundland and Labrador

P.O. Box 8700

2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Telephone: (709) 729-5661

Saskatchewan

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Deputy Director, Capital Markets

Telephone: (306) 787-5871

Nova Scotia

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Halifax, NS B3J 1P3

Attention: Deputy Director, Capital Markets

Telephone: (902) 424-7768

Yukon

Government of Yukon

Superintendent of Securities

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5314

Northwest Territories

Government of the Northwest Territories

Department of Justice

1^st Floor Stuart M. Hodgson Building

5009 – 49^th Street

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of Securities

Telephone: (867) 920-8984

Self-regulatory organization

Investment Industry Regulatory Organization of Canada

121 King Street West, Suite 2000

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: [email protected]

Component

Current period

Prior period

1.

Current assets

2.

Less current assets not readily convertible into cash (e.g., prepaid expenses)

3.

Adjusted current assets
Line 1 minus line 2 =

4.

Current liabilities

5.

Add 100% of non-current related party debt unless the firm and the lender have executed a subordination agreement in the form set out in Appendix B of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the firm has delivered a copy of the agreement to the regulator or, in Québec, the securities regulatory authority. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

6.

Adjusted current liabilities
Line 4 plus line 5 =

7.

Adjusted working capital
Line 3 minus line 6 =

8.

Less minimum capital

9.

Less market risk

Component

Current period

Prior period

10.

Less any deductible under the bonding or insurance policy required under Part 12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or, in Québec, for a firm registered only in that jurisdiction and solely in the category of mutual fund dealer, less the deductible under the liability insurance required under section 193 of the Québec Securities Regulation

11.

Less Guarantees

12.

Less unresolved differences

13.

Excess working capital

Management Certification

Registered Firm Name: ___________________________________________

We have examined the attached capital calculation and certify that the firm is in compliance with the capital requirements as at _________________________________________.

Name and Title

Signature

Date

1    ____________________

____________________

______________________

_____________________

2.   ____________________

____________________

______________________

_____________________

within 1 year:

1% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year to 3 years:

1 % of fair value

over 3 years to 7 years:

2% of fair value

over 7 years to 11 years:

4% of fair value

over 11 years:

4% of fair value