GLMX Technologies, LLC

Decision Director's Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application to revoke and replace decision granting a U.S. broker-dealer and operator of a marketplace relief from all provisions of NI 21-101, NI 23-101 and NI 23-103 -- Decision granted to continue the original relief and provide additional relief from the dealer registration and prospectus requirements to permit trading in additional products including Canadian equity and corporate debt securities as collateral for securities financing transactions subject to 10% annual ceiling.

Applicable Legislative Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5, ss. 25(1), 53(1) and 74.

National Instrument 21-101 Marketplace Operation, s. 15.1(1).

National Instrument 23-101 Trading Rules, s. 12.1(1).

National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces, s. 10(1).

December 16, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA,
BRITISH COLUMBIA, NOVA SCOTIA,
ONTARIO AND QUEBEC
(Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
GLMX TECHNOLOGIES, LLC
(Filer)

DECISION

Background

1. The securities regulatory authority or regulator in each of the Jurisdictions (Decision Makers) has received an application (Application) from the Filer for a decision under the securities legislation of the Jurisdictions (Legislation) to revoke and replace the 2021 Decision (as defined below) to continue the Original Exemptive Relief and grant the Additional Exemptive Relief (each as defined below, and together, Exemptive Relief).

2. Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a hybrid application):

(a) the Ontario Securities Commission (Commission) is the principal regulator for the Application,

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Nova Scotia and Quebec, and

(c) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

3. The Commission issued a decision dated October 6, 2021 (2021 Decision) exempting the Filer:

(a) pursuant to subsection 15.1 of National Instrument 21-101 Marketplace Operation (NI 21-101) from NI 21-101 in whole;

(b) pursuant to subsection 12.1 of National Instrument 23-101 Trading Rules (NI 23-101) from NI 23-101 in whole; and

(c) pursuant to subsection 10(1) of National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces (NI 23-103) from NI 23-103 in whole

(the relief mentioned in paragraphs (a) to (c) being collectively referred to herein as Original Exemptive Relief, which is a coordinated review).

4. The Filer's trading platform will continue to facilitate securities financing transactions such as repurchase and reverse purchase transactions, securities lending arrangements, sale/buy back agreements and margin lending (collectively, SFTs) between institutional counterparties that have pre-existing contractual relationships with each other but the types of collateral eligible to be posted in connection with SFTs will be extended to include debt and equity securities issued by Canadian non-government issuers formed under Canadian federal or provincial laws (Canadian Non-Government Securities; such Canadian Non-Government Securities together with Canadian Government Securities, as defined below, being referred to collectively herein as Canadian Securities).

5. Additional approved products have been authorized in the United States by the Financial Industry Regulatory Authority, Inc. (FINRA) and consist of enabling the negotiation of purchases and sales by Subscribers on the Filer's trading platform of commercial paper, money market mutual funds, US Treasuries, US agencies, foreign sovereign debt, sub-sovereign debt, and supranational debt, tender option bonds, and total return swaps (TRSs) (collectively, Approved Products) and, in addition to such products, the Filer will also authorize the offering on its platform of time deposits and certificates of deposit, which are not regulated by FINRA and are not subject in the United States to direct regulation under securities law.

6. In addition to the Original Exemptive Relief under the 2021 Decision, exemptive relief is needed to allow:

• the Filer to make the Approved Products available on the Filer's trading platform;

• Canadian Securities including Canadian Non-Government Securities to be posted as collateral for SFTs; and

• the Filer to trade Canadian Securities including Canadian Non-Government Securities without dealer registration or prospectus obligations

and as such, the Filer is seeking an exemption pursuant to section 74 of the Securities Act (Ontario) (Act) in respect of:

(a) registration obligations in relation to trades of Canadian Securities including Canadian Non-Government Securities posted as collateral in connection with the SFTs and to trade securities and derivatives in connection with the Approved Products made available on the Filer's platform, provided such trades are conducted in accordance with securities laws and do not include trade executions by the Filer; and

(b) prospectus filing and registration obligations in relation to distributions of time deposits by entities other than banks formed under the Bank Act (Canada) which time deposits constitute securities for the purposes of the Act

(the relief mentioned in paragraphs (a) to (b) being collectively referred to herein as Additional Exemptive Relief, which is a passport review).

7. In Alberta, British Columbia, Nova Scotia and Quebec, additional exemptions have been or will be granted to accommodate TRSs and to exempt the Filer from needing to be recognized as an exchange.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer which is sometimes referred to herein as "GLMX":

1. The Filer is a private limited liability company incorporated under the laws of Delaware whose registered and head office is at 330 Seventh Avenue, Floor 17, New York, New York, United States of America.

2. The Filer is a direct wholly owned subsidiary of Global Liquid Markets, LLC (GLM). GLM is a holding company for various GLMX entities. GLM has three subsidiaries: GLMX, LLC, the Filer and GLMX Europe Limited. GLMX, LLC licenses an electronic trading platform (Platform) to GLMX and GLMX operates and maintains it. The Platform facilitates the negotiation of SFTs between institutional counterparties that have pre-existing contractual relationships with each other.

3. The Filer was formed in June 2017. It is registered as an alternative trading system (ATS) and a broker-dealer registered with the Securities and Exchange Commission (SEC) pursuant to section 15 of the Securities Exchange Act of 1934, as amended (Exchange Act). The Filer is also a member of FINRA and the Securities Investor Protection Corporation. The Filer operates one ATS that is registered with the SEC.

4. The Filer is subject to a comprehensive regulatory regime in the US. The Filer operates as an ATS and a broker-dealer registered with the SEC. The Filer is regulated by the SEC and FINRA as a broker-dealer and an ATS. The SEC and FINRA fulfil their regulatory responsibilities within the framework established by the Exchange Act and FINRA member rules.

5. SFTs are transactions where securities are used to borrow cash, or vice versa. The principal participants in these markets are broker-dealers acting as intermediaries and their diverse institutional clients. In these transactions, securities are exchanged for collateral which can be in the form of cash or different securities. Transactions are driven by a need to lend/borrow specific securities or to lend/borrow cash.

6. Cash lenders use SFTs as a way to securely invest cash. Typical cash lenders include money market funds, central banks, bank investment portfolio and others. Securities lenders enter into SFTs to finance their securities positions or obtain leverage. Typical cash borrowers/securities lenders are hedge funds, mortgage REITs, pension funds, asset managers, insurance companies and sovereign wealth funds.

7. The securities exchanged in SFTs negotiated on the Platform pursuant to the 2021 Decision are as follows: major sovereign debt including US Treasuries, UK Government Debts, Euro Government Debt, Japan, Singapore, Australia and New Zealand, debt issued by agency; sub-sovereign and supranational institutions including U.S. agency debentures (FNMA, Freddie, FHLC), provincials, International Finance Corporation (IFC), World Bank, Länder, US Municipal Debt; Mortgage-Backed Securities including Agency Mortgage-Backed Securities Pools, Agency Collateralized Mortgage Obligations (CMOs), CMO Private Label (Investment-Grade And Non-Investment-Grade), Crown; non-Canadian issued corporate debt including Investment Grade, Non-investment grade, asset-backed securities; and re-securitizations including consumer (credit cards, auto loans), collateralized debt obligations, collateralized loan obligations, covered bonds; loans including bank loans, whole loans; money market instruments including term deposits, certificates of deposit, commercial paper; and non-Canadian issued equities including common, preferred, convertible and ETF. Under the Additional Exemptive Relief, the types of collateral eligible to be posted in connection with SFTs will be extended to include Canadian Securities including Canadian Non-Government Securities.

8. The Approved Products to be eligible for trading on the Filer's Platform pursuant to the Additional Exemptive Relief have been authorized in the United States by FINRA and consist of trading in commercial paper, money market mutual funds, US Treasuries, US agencies, foreign sovereign debt, sub-sovereign debt, supranational debt, tender option bonds and TRSs and, in addition to such products the Filer will also authorize the offering on its Platform of time deposits and certificates of deposit which are not regulated by FINRA and are not subject in the United States to direct regulation under securities law; in connection with TRS transactions negotiated through the Platform , the Filer has applied for registration as a Securities Based Swap Execution Facility (SBSEF) with the SEC and, pending such SBSEF registration, remains subject to FINRA regulation and broker-dealer regulation by the SEC and is entitled to rely on temporary exemptions from SBSEF registration.

9. Where a bank offering time deposits is not a bank regulated under the Bank Act (Canada) the bank will be chartered as a national bank under the United States National Bank Act (National Bank Act).

10. As a bank under the National Bank Act, the bank (US Bank) will be subject to regulation examination and supervision by its chartering agency, the United States Office of the Controller of Currency (OCC). The US Bank will also be a member of the US Federal Reserve System and subject to the regulatory oversight of the United States Federal Reserve Board (FRB). With respect to US federal consumer financial laws, the US Bank will be subject to the United States Consumer Financial Protection Bureau (CFPB).

11. Each of the OCC, FRB and CFPB is a regulatory authority created under the federal laws of the United States.

12. The US Bank will be subject to continual ongoing bank supervision and examination by the OCC which is the primary federal regulator of the US bank. The OCC has been granted extensive discretionary authority to assist it with the fulfillment of its supervisory and enforcement obligations and it exercises such authority for the purposes of conducting periodic examinations of the US Bank with respect to various regulatory requirements including minimum capital requirements and with respect to policies respecting the classification of assets and the establishment of loan laws reserves for regulatory purposes.

13. The FRB has authority to examine the US Bank and to monitor compliance with federal laws that the FRB has specific jurisdiction to enforce against US Banks.

14. With respect to compliance with US federal consumer financial laws, the CFPB has exclusive supervisory authority including examination authority and primary enforcement authority over the US Bank.

15. Each of the time deposit products offered by the US Bank is insured by the US Federal Deposit Insurance Corporation (FDIC) up to the applicable coverage limits under the FDIC rules, regardless of the residence or citizenship of the holder of a product.

16. The details of the FDIC insurance coverage in respect of any time deposit product offered by the US Bank that is selected by a Canada-based customer shall be disclosed to such customer before a time deposit is created.

17. If the accuracy of the foregoing representations changes, an updated and accurate representation letter will be provided to the Canada-based customer and trading in the products shall cease until GLMX confirms in writing to the US Bank that the updated letter is satisfactory and authorizes the resumption of trading in such products.

18. GLMX currently offers and intends in the future to offer SFTs on its Platform using debt instruments denominated in Canadian dollars and issued domestically by the Government of Canada or provincial governments or municipalities (Canadian Government Securities), as an incidental part of its business which will constitute less than 10% measured by total GLMX volume for the last 12 months. Under the Additional Exemptive Relief, the types of collateral eligible to be posted in connection with SFTs will be extended to include Canadian Securities (including Canadian Non-Government Securities) which will also be subject to the 10% ceiling.

19. The Filer does not have any offices or maintain other physical installations in Alberta, British Columbia, Nova Scotia, Ontario, Québec or any other Canadian province or territory.

20. Prior to getting access to the Platform, a subscriber (customer) must sign an agreement (Subscription Online Services Agreement) with GLMX that covers, among other things, obligations of the subscriber, and termination events.

21. The subscriber identifies to GLMX by name each employee or contractor of the subscriber that is authorized to use the Platform. These "named users" are the only individuals within the subscriber licensed to access and use the service (Online Service).

22. GLMX will provide the subscriber with access to the Online Service through a web based interface that can only be accessed when GLMX white-lists the subscriber's IP addresses. GLMX will provide each named user a unique username and password to enable such named user to access the Online Service.

23. Once a trade is mutually agreed and completed by the counterparties, the GLMX Platform will send trade details to the parties of the transaction via a pre-approved method (e.g. email). Subscribers, independently and in advance, notify GLMX that they are properly documented with and able to trade with specific counterparties prior to engaging in transactions with that counterparty. GLMX is not a party to the SFT transaction and is not involved in the direct execution or clearing and settlement.

24. GLMX proposes to offer direct access to its Platform to prospective subscribers in the Jurisdictions (Canadian Subscribers) to facilitate trades. Access to the Platform will be limited to Canadian Subscribers who meet GLMX's eligibility criteria. Subscribers generally fall into the following categories: large multi-national bank; insurance company; US registered investment company; derivatives dealer; and/or any other person (whether a corporation, partnership, trust or otherwise) with total assets of at least US$50 million which can include pension funds and hedge funds.

25. Before being provided direct access to the Platform, GLMX will confirm that each Canadian Subscriber is a non-individual "permitted client" as that term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). Retail customers will not be provided with access to the Platform.

26. Once a Canadian Subscriber demonstrates that it satisfies the eligibility criteria, the Canadian Subscriber must execute a Subscription Online Services Agreement in which the prospective Canadian Subscriber agrees to use the Online Service and the related user documentation only in the ordinary course of its own business for its own internal use and be and remain at all times a non-individual "permitted client" as defined in NI 31-103.

27. Under the Subscription Online Services Agreement, a Canadian Subscriber and its affiliates constitute a "Subscriber Group" and the Subscriber Group will authorize named users who are the only persons authorized to use the Online Service. The Subscriber Group's right to use the Online Service is conditioned upon Subscriber Group obtaining and maintaining all government, legal and regulatory approvals, consents, authorizations, registrations, permits and licenses required for the conduct of its activities and its use of the Online Service and using the Online Service only in compliance with applicable law.

28. GLMX has determined that it may be subject to dealer registration under applicable Canadian securities legislation and so it proposes to rely on the "international dealer exemption" under section 8.18 of NI 31-103 in the Jurisdictions and, subject to observing the revenue/volume ceiling just mentioned, on the specified debt exemption under section 8.21 of NI 31-103. Under the Additional Exemptive Relief, GLMX will be allowed, notwithstanding the fact that section 8.18 applies to "foreign securities" only as therein defined, to accept Canadian Securities as additional categories of collateral in connection with SFTs or trade Canadian Securities, provided such trades are conducted in accordance with securities laws and do not include trade executions by the Filer.

29. The Filer will ensure that all applicants who become Canadian Subscribers satisfy the Filer's eligibility criteria, including, among other things, that each Canadian Subscriber is a non-individual "permitted client" as that term is defined in NI 31-103.

30. In British Columbia, Alberta and Nova Scotia, the Filer will not offer TRSs on the Filer's trading platform in that Jurisdiction until an additional exemption has been granted in that Jurisdiction to accommodate TRSs and to exempt the Filer from the requirement to be recognized as an exchange in relation to derivatives.

31. The Filer is not in default of securities legislation in any Jurisdiction.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the 2021 Decision is revoked and the Exemptive Relief is granted provided that:

(a) In the case of the registration requirement that may otherwise be applicable to the Filer in connection with the trading of Canadian Securities including Canadian Non-Government Securities and time deposits, the Filer

(i) does not execute trades in Canadian Securities including Canadian Non-Government Securities with or for its clients, except where such execution is incidental to an SFT or except as otherwise permitted under applicable securities laws, and

(ii) complies with the conditions of the international dealer exemption in s. 8.18 of NI-31-103 as if such securities were "foreign securities" as defined in s. 8.18 of NI 31-103 or complies with s. 8.21 of NI 31-103;

(b) the Filer complies with the terms and conditions attached hereto as Schedule A;

(c) with respect to TRSs, the Additional Exemptive Relief will be in effect while the Filer is registered with the SEC as a SBSEF or exempt from registration thereunder; and

(d) once the Filer is registered with the SEC as a SBSEF, the Filer will not continue to offer TRSs to Canadian Subscribers in Ontario unless the Filer

(i) submits, within 90 days of registering with the SEC as a SBSEF or by such later date as the Director may permit, an application for exemptive relief from the exchange recognition requirement under s. 21(1) of the Act (Ontario Exchange Relief), and

(ii) obtains, within 1 year of registering with the SEC as a SBSEF or by such later date as the Director may permit, an order granting the Ontario Exchange Relief.

"Michelle Alexander"
Manager, Trading and Markets Division
Ontario Securities Commission

OSC File #: 2023/0307

SCHEDULE A

Regulation and Oversight of the Marketplace

1. The Filer will continue to be subject to the regulatory oversight of the regulator in its home jurisdiction;

2. The Filer will either be registered in an appropriate category or rely on an exemption from registration under Canadian securities laws as such exemption may be modified by the Additional Exemptive Relief;

3. In connection with any offering of the GLMX trading Platform of time deposits by an entity not formed under the Bank Act (Canada) the taker of such time deposit will deliver to GLMX before the time deposit is offered, an executed representation letter in the form of Appendix A and shall remain in compliance with its terms while the time deposit is accessible on such trading platform;

4. The Filer will promptly notify the Decision Makers if its status in its home jurisdiction has been revoked, suspended, or amended, or the basis on which its status has significantly changed;

Access

5. The Filer will not provide direct access to a Canadian Subscriber unless the Canadian Subscriber is a non-individual "permitted client" as that term is defined in NI 31-103;

6. The Filer will require Canadian Subscribers to provide prompt notification to the Filer if they no longer qualify as non-individual "permitted clients" as that term is defined in NI 31-103;

7. The Filer must make available to Canadian Subscribers appropriate training for each person who has access to trade on the Platform;

Trading by Canadian Subscribers

8. The Filer will only offer SFTs to Canadian Subscribers or offer trading in accordance with representations 7, 8 and 18 of this Decision;

9. Trades on the Platform by Canadian Subscribers will be cleared and settled through clearing arrangements used outside the Platform by subscribers;

10. The Filer will only permit Canadian Subscribers to trade those securities which are permitted to be traded in the United States under applicable securities laws and regulations or to which those laws and regulations do not apply;

Reporting

11. The Filer will promptly notify staff of the Decision Makers of any of the following:

(a) any material change to its business or operations or the information provided in the Application, including, but not limited to:

i. changes to its regulatory oversight;

ii. the access model, including eligibility criteria, for Canadian Subscribers;

iii. systems and technology; and

iv. its clearing and settlement arrangements;

(b) any material change in its regulations or the laws, rules, and regulations in the home jurisdiction relevant to the products traded;

(c) any known investigations of, or regulatory action against, the Filer by the regulator in the home jurisdiction or any other regulatory authority to which it is subject;

(d) any matter known to the Filer that may affect its financial or operational viability, including, but not limited to, any significant system failure or interruption; and

(e) any default, insolvency, or bankruptcy of any subscriber known to the Filer or its representatives that may have a material, adverse impact upon the Platform, the Filer or any Canadian Subscriber;

12. The Filer will maintain the following updated information and submit such information in a manner and form acceptable to staff of the Decision Makers on a semi-annual basis (within 30 days of the end of each six-month period), and at any time promptly upon the request of staff of the Decision Makers:

(a) a current list of all Canadian Subscribers on a per provincial basis, specifically identifying for each Canadian Subscriber the basis upon which it represented to the Filer that it could be provided with direct access;

(b) a list of all Canadian applicants for status as a Canadian Subscriber on a per provincial basis who were denied such status or access or who had such status or access revoked during the period;

i. for those Canadian applicants for status as a Canadian Subscriber that were denied access, an explanation as to why access was denied;

ii. for those Canadian Subscribers who had their status revoked, an explanation as to why their status was revoked;

(c) for each product:

i. the total trading volume and value originating from Canadian Subscribers, presented on a per provincial Canadian Subscriber basis;

ii. the proportion of worldwide trading volume and value on the Platform conducted by Canadian Subscribers, presented in the aggregate per province for such Canadian Subscribers; and

iii. the trading volume and value of Canadian Securities and proportion of trading volume in Canadian Securities relative to the total volume traded on GLMX for the six-month period, calculated in a manner acceptable to the Decision Makers;

(d) a list of any system outages that occurred for any system impacting Canadian Subscribers' trading activity on the Platform which were reported to the regulator in the home jurisdiction;

Disclosure

13. The Filer will provide to its Canadian Subscribers disclosure that states that:

(a) rights and remedies against it may only be governed by the laws of the home jurisdiction, rather than the laws of Canada, and may be required to be pursued in the home jurisdiction rather than in Canada;

(b) the rules applicable to trading on the Platform may be governed by the laws of the home jurisdiction, rather than the laws of Canada; and

(c) the Filer is regulated by the regulator in the home jurisdiction, rather than the Decision Makers;

Submission to Jurisdiction and Agent for Service

14. With respect to a proceeding brought by the Decision Makers, staff of the Decision Makers or another applicable securities regulatory authority in Canada arising out of, related to, concerning or in any other manner connected with such regulatory authority's regulation and oversight of the activities of the Filer in Canada, the Filer will submit to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of Canada, and (ii) an administrative proceeding in Canada;

15. The Filer will file with the Decision Makers a valid and binding appointment of McCarthy Tétrault LLP, or any subsequent agent, as the agent for service in Canada upon which the Decision Makers or other applicable regulatory authority in Canada may serve a notice, pleading, subpoena, summons, or other process in any action, investigation, or administrative, criminal, quasi-criminal, penal, or other proceeding arising out of or relating to or concerning the regulation and oversight of the Platform or the Filer's activities in Canada;

Information Sharing

16. The Filer must, and must cause its affiliated entities, if any, to promptly provide to the Decision Maker, on request, any and all data, information, and analyses in the custody or control of the Filer or any of its affiliated entities, without limitations, redactions, restrictions or conditions, including, without limiting the generality of the foregoing:

(a) data, information, and analyses relating to all of its or their businesses; and

(b) data, information, and analyses of third parties in its or their custody or control; and

17. The Filer must share information and otherwise cooperate with other recognized or exempt exchanges, recognized self-regulatory organizations, investor protection funds and other appropriate legal and regulatory bodies.

APPENDIX A

US BANK REPRESENTATION LETTER

To: GLMX Technologies LLC ("GLMX") and its Canada-based Customers (as herein defined):

In consideration of GLMX agreeing to allow its institutional subscribers with Canadian addresses ("Canada-based Customers") to access our US time deposit products ("Products") listed on the attached schedule on its trading platform, the undersigned ("Undersigned") represents as follows:

1. The Undersigned acknowledges that the Products may be regulated as securities in Canada.

2. The Undersigned is not a bank for the purposes of the Bank Act (Canada).

3. The Undersigned is chartered as a national bank under the United States National Bank Act (the "National Bank Act").

4. As a bank under the National Bank Act, the Undersigned is subject to regulation, examination and supervision by its chartering agency, the United States Office of the Controller of Currency (the "OCC"). The Undersigned is also a member of the US Federal Reserve System and subject to the regulatory oversight of the United States Federal Reserve Board (the "FRB"). With respect to US federal consumer financial laws, the Undersigned is subject to the United States Consumer Financial Protection Bureau ("CFPB").

5. The Undersigned represents that each of the OCC, FRB and CFPB is a regulatory authority created under the federal laws of the United States.

6. The Undersigned is subject to continual ongoing bank supervision and examination by the OCC which is the primary federal regulator of the Undersigned. The OCC has been granted extensive discretionary authority to assist it with the fulfillment of its supervisory and enforcement obligations and it exercises such authority for the purposes of conducting periodic examinations of the Undersigned with respect to various regulatory requirements including minimum capital requirements and with respect to policies respecting the classification of assets and the establishment of loan laws reserves for regulatory purposes.

7. The FRB has authority to examine the Undersigned and to monitor compliance with federal laws that the FRB has specific jurisdiction to enforce against US national banks.

8. With respect to compliance with US federal consumer financial laws, the CFPB has exclusive supervisory authority including examination authority and primary enforcement authority over the Undersigned.

9. Each of the Products is insured by the US Federal Deposit Insurance Corporation ("FDIC") up to the applicable coverage limits under the FDIC rules, regardless of the residence or citizenship of the holder of a Product;

10. the details of the FDIC insurance coverage in respect of any Product selected by a Canada-based Customer shall be disclosed to such customer before a time deposit is created;

11. If the accuracy of the foregoing representations changes, an updated and accurate representation letter will be provided to you by the Undersigned and trading in the Products shall cease until GLMX confirms in writing to the Undersigned that the updated letter is satisfactory and authorizes the resumption of trading in such Products.

DATED as this____________day of ___________, 20____________.

[NAME OF US BANK]

[Add schedule listing Products]