Unofficial Consolidation: Form 33-506F6 Firm Registration

Who should complete this form?

This form is for firms seeking registration under securities legislation, derivatives legislation or both.

Complete and submit this form to seek initial registration as a dealer, adviser or investment fund manager, or to add one or more jurisdiction of Canada or categories to a firm’s registration.

Definitions

In this form:

Chief compliance officer – see section 2.1 of NI 31-103.

Derivatives – financial instruments, such as futures contracts (including exchange traded contracts), futures options and swaps whose market price, value or payment obligations are derived from or based on one or more underlying interests. Derivatives can be in the form of instruments, agreements or securities.

Firm – the person or company seeking registration.

Foreign jurisdiction – see National Instrument 14-101 Definitions.

Form – Form 33-506F6 Firm Registration.

NI 31-103 – National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Jurisdiction or jurisdiction of Canada– see National Instrument 14-101 Definitions.

NI 33-109 – National Instrument 33-109 Registration Information.

NI 52-107 – National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

NRD – National Registration Database. For more information, visit www.nrd-info.ca.

OSC Rule 33-506 – Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information.

Parent – a person or company that directly or indirectly has significant control of another person or company.

Permitted individual – see OSC Rule 33-506.

Predecessor – any entity listed in question 3.6 of this form.

Principal regulator – see NI 33-109.

Significant control – a person or company has significant control of another person or company if the person or company:

· directly or indirectly holds voting securities representing more than 20 per cent of the outstanding voting rights attached to all outstanding voting securities of the other person or company, or

· directly or indirectly is able to elect or appoint a majority of the directors (or individuals performing similar functions or occupying similar positions) of the other person or company.

Specified affiliate – a person or company that is a parent of the firm, a specified subsidiary of the firm, or a specified subsidiary of the firm’s parent.

Specified subsidiary – a person or company of which another person or company has significant control.

SRO – see National Instrument 14-101 Definitions.

Supervisory procedure person(s) – person(s) required to be named under section 27(3) of the Regulation as being responsible for the firm’s supervisory procedure.

Ultimate designated person – see section 2.1 of NI 31-103.

You – the individual who completes, submits, files and/or signs the form on behalf of the firm.

We and the regulator – the securities regulatory authority or regulator in the jurisdiction(s) of Canada where the firm is seeking registration.

Contents of the form

This form consists of the following:

Collection and use of personal information

Certification

Part 1 – Registration details

Part 2 – Contact information

Part 3 – Business history and structure

Part 4 – Registration history

Part 5 – Financial condition

Part 6 – Client relationships

Part 7 – Regulatory action

Part 8 – Legal action

Part 9 – [repealed]

Schedule A – Contact information for consent and notice of collection and use of personal information

Schedule B – Submission to jurisdiction and appointment of agent for service

Schedule C – Form 31-103F1 Calculation of excess working capital

You are also required to submit the following supporting documents with your completed form:

1.           Schedule B – Submission to jurisdiction and appointment of agent for service for each jurisdiction where the firm is seeking registration (question 2.4)

2.           Business plan, policies and procedures manual, and client agreements (except in Ontario) (question 3.3)

3.           Constating documents (question 3.7)

4.           Organization chart (question 3.11)

5.           Ownership chart (question 3.12)

6.           Calculation of excess working capital (question 5.1)

7.           Directors’ resolution approving insurance (question 5.7)

8.           Audited financial statements (question 5.13)

9.           Letter of direction to auditors (question 5.14)

The firm is required to pay a registration fee in each jurisdiction of Canada where it is submitting and filing this form. Refer to the prescribed fees of the applicable jurisdiction for details.

How to complete and submit the form

All dollar values are in Canadian dollars. If a question does not apply to the firm, write “n/a” in the space for the answer.

If the firm is seeking registration in more than one jurisdiction of Canada or category, other than in the category of restricted dealer, you only need to complete and submit one form. If the firm is seeking registration as a restricted dealer, submit and file the form with each jurisdiction of Canada where the firm is seeking that registration.

You can complete this form:

· on paper and deliver it to the principal regulator or relevant SRO

· on paper, scan it and e-mail it to the principal regulator or SRO

If the firm is seeking registration in Ontario, and Ontario is not the firm’s principal regulator, you must also file a copy of this form, without supporting documents, with the Ontario Securities Commission.

You can find contact information for submitting and filing the form in Appendix B of Companion Policy 33-506CP (Commodity Futures Act) Registration Information.

We may accept the form in other formats. Please check with the regulator before you complete, submit and file the form. If you are completing the form on paper and need more space to answer a question, use a separate sheet of paper and attach it to this form. Clearly identify the question number.

You must include all supporting documents with your submission. We may ask you to provide other information and documents to help determine whether the firm is suitable for registration.

In most of this form, answers are required to questions that apply only to Canadian provinces and territories; you will find that the questions are referenced to “jurisdictions” or “jurisdiction of Canada”. These refer to all provinces and territories of Canada. However, the questions in Part 4 – Registration History and Part 7 – Regulatory Action are to be answered in respect of any jurisdiction in the world.

It is an offence to knowingly give false or misleading to the regulator or securities regulatory authority.

See Part 3 of

OSC Rule 33-506.

Updating the information on the form

The firm is required to notify the regulator, within specified times, of any changes to the information on this form by submitting and filing Form 33-506F5 Change of Registration Information.

Collection and use of personal information

In obtaining information about the firm, each securities regulatory authority and SRO set out in Appendix A may receive and collect personal information about individuals, if any, associated with the firm and its directors, officers, partners, employees, contractors and agents.

This may include the collection of

· the personal information provided in this form,

· registration or financial services licensing information,

· personal information available online,

· records from governmental or regulatory authorities, SROs or professional bodies, or

· records of, and used in, court proceedings, including probation records.

Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about the individual.

This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation.

The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and for the SROs to administer and enforce the rules of the SROs.

The information may be collected

· at the time of the firm’s application,

· at any time during the firm’s registration, or

· at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by the firm that it is surrendering its registration.

If you or anyone referred to in this form has any questions about the collection, use, and disclosure of this information, you or they can contact the regulator or, in Québec, the securities regulatory authority, or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details.

Certain registration information about the firm and its registered individuals will be listed in a publicly available registry, including names used by the firm, the address of the firm’s head office, whether the firm is on the Disciplined List, the jurisdictions and categories in which the firm is registered, and whether any terms and conditions have been imposed on the firm’s registration, and the firm’s registered individuals.

Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs.  This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction.

WARNING: It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority.

CERTIFICATION

By signing this form, I, on behalf of the firm,

1.   certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that

· I have read this form,

· the firm has submitted and filed all information required to be submitted and filed under securities legislation and/or derivatives legislation in the principal jurisdiction of Canada where the firm is seeking registration, and

· to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete,

2.   authorize the principal regulator to give each non-principal regulator and, where applicable, SRO access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both in relation to the firm’s registration in that jurisdiction,

3.   acknowledge that the regulator or, in Québec, the securities regulatory authority, and SRO may collect and provide personal information about the individuals referred to in this form under the heading Collection and Use of Personal Information, and

4.   confirm that the individuals referred to in this form have been notified that the individuals’ 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 authorized signing officer or partner _____________________

Title of authorized signing officer or partner ______________________

Signature of authorized signing officer or partner___________________

Date signed ______________________

                           (YYYY/MM/DD)

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

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.

1.2     Firm’s NRD number

1.3     

Abbreviations

Alberta (AB)

British Columbia (BC)

Manitoba (MB)

New Brunswick (NB)

Newfoundland and Labrador (NL)

Northwest Territories (NT)

Nova Scotia (NS)

Nunavut (NU)

Ontario (ON)

Prince Edward Island (PE)

Québec (QC)

Saskatchewan (SK)

Yukon (YT)

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

(a)      Categories under securities legislation

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

(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:

Part 2 – Contact information

            Addresses

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

2.1     Head office address

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:

The securities regulatory authority in this jurisdiction of Canada is the firm’s principal regulator in Canada.

(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.

A post office box is acceptable for a mailing address.

2.3     Mailing address

                   Same as the head office address

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 an executed 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

A registered firm must have an individual registered in the category of ultimate designated person unless the firm is only registered under the Commodity Futures Act (Ontario).

2.5       Ultimate designated person

A registered firm must have an individual registered in the category of chief compliance officer and/or an individual responsible for its supervisory procedures.

2.6       Chief compliance officer and/or supervisory procedure person

        Same as ultimate designated person

Part 3 – Business history and structure

Business activities

3.1     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     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?

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     3.4     When was the firm created?

3.5     How was the firm created?

          New start-up                          Go to question 3.7.

          Merger or amalgamation        Go to question 3.6.

          Reorganization                       Go to question 3.6.

          Other statutory arrangement            Please specify below and go to question 3.6.

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     3.8     Type of legal structure

          Sole proprietorship  

          Partnership              

          Limited partnership    Name of general partner______________________

          Corporation             

          Other                          Please specify______________________________

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

3.9     Business registration number, if applicable

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

3.10   Permitted individuals

          List all permitted individuals of the firm.

State why the individual is considered a permitted individual (e.g., director, partner, officer, shareholder, or a permitted individual as described in paragraph (c) of the definition of “permitted individual” in section 1.1 of Ontario Securities Commission Rule 33-506 (Commodity Futures Act) Registration Information).

3.11   Organization chart

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

3.12   Ownership chart

 Attach a chart showing the firm’s structure and ownership. Include all parents, specified affiliates and specified subsidiaries. Indicate which of the parents, specified affiliates and specified subsidiaries are registered under securities legislation in any jurisdiction of Canada and provide their NRD number.

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

4.2      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:

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:

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:

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:

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

4.6     Registration for other financial products

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:

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.

See Schedule C Form 31-103F1 Calculation of Excess Working Capital

5.3     Guarantors

          In relation to its business, does the firm:

If yes, provide the following information for each 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.

This information is on the financial institution bond.

5.4     Jurisdictions covered

          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.

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

5.5    

5.5     Bonding or insurance details

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.

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.

5.6     Professional liability insurance (Québec only)

          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:

5.7     Directors’ resolution for 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:

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:

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:

            Financial reporting

5.11   Financial year-end

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

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 interim financial information (as set out in section 12.11 of NI 31-103) 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.

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

5.14   Letter of direction to auditors

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
 

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

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

6.1     Client assets

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.

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:

7.2     Disciplinary history

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

If yes, provide the following information for each action: 

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:

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:

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:

8.3     Outstanding legal actions

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

8.4     Judgments

If yes, provide the following information for each judgment:

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: Registration staff

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

E-mail: [email protected]

Ontario

Ontario Securities Commission

22nd 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: Director, Capital Markets

Telephone: (306) 787-5871

E-mail: [email protected]

Nova Scotia

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Halifax, NS B3J 1P3

Attention: Registration

Telephone: (902) 424-7768

Yukon

Government of Yukon

Office of the Yukon Superintendent of Securities

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-4566

Northwest Territories

Government of the Northwest Territories

Department of Justice

1st Floor Stuart M. Hodgson Building

5009 – 49th Street

Yellowknife, NWT X1A 2L9

Attention: 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

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 ______________________________.

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

Designated Rating Organization

Long Term Debt

Short Term Debt

DBRS Limited

AAA

R-1(high)

Fitch Ratings, Inc

.

AAA

F1+

Moody’s Canada Inc.

Aaa

Prime-1

S&P Global Ratings Canada

AAA

A-1+

within 1 year:

2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year to 3 years:

3% of fair value

over 3 years to 7 years:

4% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

within 1 year:

3% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year to 3 years:

5% of fair value

over 3 years to 7 years:

5% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

within 1 year:

3% of fair value

over 1 year to 3 years:

6% of fair value

over 3 years to 7 years:

7% of fair value

over 7 years to 11 years:

10% of fair value

over 11 years:

10% of fair value

within 1 year:

2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds, debentures and notes

within 1 year:

2% of fair value multiplied by the fraction   determined by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds, debentures and notes