Securities Law & Instruments


Headnote

Application to the Commission pursuant to subsection 78(1) of the Commodity Futures Act (Ontario) (CFA) for an order revoking the exemption granted by the Commission to the Applicant dated March 9, 2012, In the Matter of ABN Amro Clearing Chicago LLC.

Application to the Director for a revocation of a decision, pursuant to section 6.1 of Rule 91-502 Trades in Recognized Options(Rule 91-502), dated March 12, 2012, In the Matter of ABN Amro Clearing Chicago LLC.

Application to the Commission pursuant to section 38 of the (CFA) for a ruling that the Applicant be exempted from the dealer registration requirement in paragraph 22(1)(a) and the prohibition against trading on non-recognized exchanges in section 33 of the CFA. The Applicant will offer the ability to trade in commodity futures contracts and commodity futures options that trade on exchanges located outside of Canada and cleared through clearing corporations located outside of Canada to certain of its clients in Ontario who meet the definition of "permitted client" in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Application to the Director for an exemption, pursuant to section 6.1 of Rule 91-502 exempting the Applicant's Representatives from the proficiency requirements in section 3.1 of Rule 91-502 for trades in commodity futures options on exchanges located outside of Canada.

Applicable Legislative Provisions

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 22, 23, 38.

Securities Act, R.S.O. 1990, c. S.5, as am.

Rule Cited

Ontario Securities Commission Rule 91-502 Trades in Recognized Options, ss. 3.1, 6.1.

Instrument Cited

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.18.

March 7, 2017

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c. C.20, AS AMENDED (the CFA) AND IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the OSA) AND IN THE MATTER OF ONTARIO SECURITIES COMMISSION RULE 91-502 TRADES IN RECOGNIZED OPTIONS (Rule 91-502) AND IN THE MATTER OF ABN AMRO CLEARING CHICAGO LLC

ORDER, RULING & EXEMPTION (Sections 78, 38 of the CFA and Section 6.1 of Rule 91-502)

UPON the application (the Application) of ABN AMRO Clearing Chicago LLC (the Applicant or AACC) to the Ontario Securities Commission (the Commission) for:

(a) an order, pursuant to subsection 78(1) of the CFA, revoking the exemption granted by the Commission to the Applicant dated March 9, 2012, In the Matter of ABN Amro Clearing Chicago LLC (Previous Commission Ruling) exempting the Applicant and Permitted Client (as defined below) from the dealer registration requirement or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures (as defined below) on exchanges located outside of Canada (Non-Canadian Exchanges);

(b) a revocation of a decision, pursuant to section 6.1 of Rule 91-502, dated March 12, 2012 granted by the Director exempting the Representatives (as defined below) from the proficiency requirements, In the Matter of ABN Amro Clearing Chicago LLC (Previous Director Decision);

(c) a ruling of the Commission, pursuant to section 38 of the CFA, that the Applicant is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures on Non-Canadian Exchanges where the Applicant is acting as principal or agent in such trades to, from or on behalf of Permitted Clients;

(d) a ruling of the Commission, pursuant to section 38 of the CFA, that a Permitted Client is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures on Non-Canadian Exchanges, where the Applicant acts in respect of trades in Exchange-Traded Futures on behalf of the Permitted Client pursuant to the ruling referred to in paragraph (c) above; and

(e) a decision of the Director, pursuant to section 6.1 of Rule 91-502, exempting the Representatives from section 3.1 of Rule 91-502 in connection with trades in Exchange Traded Futures made by a Representative on behalf of the Applicant;

AND WHEREAS for the purposes of this order, revocation, ruling and exemption (the Decision):

"CEA" means the Commodity Exchange Act of the USA;

"CFTC" means the Commodity Futures Trading Commission of the USA;

"dealer registration requirements in the CFA" means the provisions of section 22 of the CFA that prohibit a person or company from trading in Exchange-Traded Futures unless the person or company satisfies the applicable provisions of section 22 of the CFA;

"Exchange-Traded Futures" means a commodity futures contract or a commodity futures option that trades on one or more organized exchanges located outside of Canada and that is cleared through one or more clearing corporations located outside of Canada;

"FINRA" means the Financial Industry Regulatory Authority of the USA;

"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registration Obligations;

"NFA" means the National Futures Association of the USA;

"dealer registration exemption in the OSA" means the provision of section 25 of the OSA that prohibits a person or company from trading in securities unless the person or company satisfies the applicable provisions of section 25, or is exempted from section 25 of the OSA as contained in section 8.18 [International Dealer] of NI 31-103;

"Permitted Client" means a client of the Applicant in Ontario that is a "permitted client" as that term is defined in section 1.1 of NI 31-103;

"Representative" means a salesperson, director, officer or employee of the Applicant;

"SEC" means the Securities and Exchange Commission of the USA;

"trading restrictions in the CFA" means the provisions of section 33 of the CFA that prohibit a person or company from trading in Exchange-Traded Futures unless the person or company satisfies the applicable provisions of section 33 of the CFA; and

"USA" means the United States of America.

(ii) terms used in this Decision that are defined in the OSA, and not otherwise defined in this Decision or in the CFA, shall have the same meaning as in the OSA, unless the context otherwise requires;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission and the Director as follows:

1. The Applicant is a limited liability company organized under the laws of the state of Illinois. Its head office is located in Chicago, Illinois, USA.

2. The Applicant is part of the global clearing business of ABN AMRO Bank N.V. The Applicant is a subsidiary of ABN AMRO Clearing Bank N.V., a 100% subsidiary of ABN AMRO Bank N.V. ABN AMRO Clearing Bank N.V. is a leading global securities services provider clearing over 16 million trades per day and covering 85 exchanges worldwide.

3. The Applicant relies on the dealer registration exemption in the OSA and is not registered under the OSA.

4. The Applicant currently relies on the Previous Commission Ruling and Previous Director Decision (collectively, the "Previous Order") that is set to expire on March 12, 2017. The attached Annex includes as a Schedule a copy of the Previous Order which was effective on March 12, 2012.

5. The Applicant is a broker-dealer registered with the SEC, a member of FINRA, a registered futures commission merchant with the CFTC and a member of the NFA.

6. The Applicant is a foreign approved participant of the Montréal Exchange, and is also a member of the following: BATS Exchange, Inc.; BATS Options Exchange; BATS Z-Exchange, Inc.; BM&F Bovespa; Boston Options Exchange; CBOE C2 Options Exchange, Incorporated; CBOE Futures Exchange; Chicago Board Options Exchange; Chicago Stock Exchange; CME Group; EDGA Exchange, Inc.; EDGX Exchange, Inc.; Electronic Liquidity Exchange; ERIS Exchange; ICE Futures Canada; ICE Futures; ISE Gemini; IEX Exchange; International Securities Exchange; Miami International Securities Exchange; Minneapolis Grain Exchange; NASDAQ OMX BX, Inc.; NASDAQ OMX Futures; NASDAQ Options Market; NASDAQ OMX PHLX, Inc.; NASDAQ OMX PSX; NASDAQ Stock Market; New York Portfolio Clearing; New York Stock Exchange; NYSE Amex Options; NYSE Arca, Inc.; NYSE Euronext; NYSE LIFFE US; OneChicago; and Toronto Stock Exchange.

7. The Applicant is (a) not in default under the CFA or of securities legislation in any jurisdiction in Canada, subject to the matter to which this Decision relates, and (b) in compliance in all material respects with U.S. securities and commodity futures laws.

8. Pursuant to its registrations and memberships, the Applicant is authorized to handle customer orders and receive and hold customer margin deposits, and otherwise act as a futures broker, in the USA. Rules of the CFTC and NFA require the Applicant to maintain adequate capital levels, make and keep specified types of records relating to customer accounts and transactions, and comply with other forms of customer protection rules, including rules respecting know-your-customer obligations, account-opening requirements, suitability requirements, anti-money laundering checks, credit checks, delivery of confirmation statements, clearing deposits and initial and maintenance margins. These rules require the Applicant to treat Permitted Clients materially the same as the Applicant's customers in the USA. In order to protect customers in the event of the insolvency or financial instability of the Applicant, the Applicant is required to ensure that customer securities and monies be separately accounted for, segregated at all times from the securities and monies of the Applicant (and its affiliates), and custodied exclusively with such banks, trust companies, clearing organizations or other licensed futures brokers and intermediaries as may be approved for such purposes under the CEA and the rules promulgated by the CFTC thereunder (collectively, the Applicant Approved Depositories). The Applicant is further required to obtain acknowledgements from any Applicant Approved Depository holding customer funds or securities that such funds and securities are to be separately held on behalf of such customers, with no right of set-off against the Applicant's obligations or debts.

9. The Applicant proposes to offer Permitted Clients the ability to trade in Exchange-Traded Futures through the Applicant.

10. The Applicant will solicit trades in Exchange-Traded Futures in Ontario only from persons who would qualify as Permitted Clients.

11. The Applicant will not maintain an office, sales force or physical place of business in Ontario.

12. Permitted Clients will only be offered the ability to effect trades in Exchange-Traded Futures on Non-Canadian Exchanges.

13. The Applicant will execute and clear trades in Exchange-Traded Futures on behalf of Permitted Clients in the same manner that it executes and clears trades on behalf of its customers in the USA. The Applicant will follow the same know-your-customer, client classification and segregation of assets procedures that it follows in respect of its customers in the USA, all of whom are "Eligible Contract Participants" as defined in the CEA. Permitted Clients will be afforded the benefits of compliance by the Applicant with the statutory and other requirements of applicable securities regulators, self-regulatory organizations and exchanges located in the USA. Permitted Clients will generally have the same contractual rights against the Applicant as the Applicant's customers in the USA.

14. The Exchange-Traded Futures to be traded by the Applicant on behalf of its Permitted Clients will include, but will not be limited to, Exchange-Traded Futures for equity index, interest rate, foreign exchange, bond, energy, agricultural and other commodity products.

15. Permitted Clients will be able to execute Exchange-Traded Futures orders through the Applicant by contacting the Applicant's applicable execution desks. Permitted Clients may self-execute Exchange-Traded Futures orders electronically via an independent service vendor and/or other electronic trading routing. Permitted Clients may also execute Exchange-Traded Futures orders through third party brokers and then "give up" the transaction for clearance through the Applicant.

16. The Applicant may execute a Permitted Client's order on the relevant Non-Canadian Exchange in accordance with the rules and customary practices of the exchange, or engage another broker to assist in the execution of orders. The Applicant will remain responsible for the execution of each such trade.

17. The Applicant may perform both execution and clearing functions for trades in Exchange-Traded Futures or may direct that a trade executed by it be cleared through a carrying broker if the Applicant is not a member of the Non-Canadian Exchange on which the trade is executed. Alternatively, the Permitted Client of the Applicant will be able to direct that trades executed by the Applicant be cleared through clearing brokers not affiliated with the Applicant (each, a Non-AACC Clearing Broker).

18. If the Applicant performs only the execution of a Permitted Client's Exchange-Traded Futures order and "gives-up" the transaction for clearance to a Non-AACC Clearing Broker, such clearing broker will also be required to comply with the rules of the exchanges of which it is a member and any relevant regulatory requirements, including requirements under any applicable legislation. Each such Non-AACC Clearing Broker will represent to the Applicant in an industry-standard give-up agreement that it will perform its obligations in accordance with applicable laws, governmental, regulatory, self-regulatory, exchange and clearing house rules and the customs and usages of the exchange or clearing house on which the relevant Permitted Client's Exchange-Traded Futures order will be executed and cleared. The Applicant will not enter into a give-up agreement with any Non-Applicant Clearing Broker located in the USA unless such clearing broker is registered with the CFTC and/or the SEC, as applicable.

19. As is customary for all trades in Exchange-Traded Futures, a clearing corporation appointed by the exchange or clearing division of the exchange is substituted as a universal counterparty on all trades in Exchange-Traded Futures and Permitted Client orders that are submitted to the exchange in the name of a Non-AACC Clearing Broker, or the Applicant, or on exchanges where the Applicant is not a member, in the name of another carrying broker. The Permitted Client is responsible to the Applicant for payment of daily mark-to-market variation margin and/or proper margin to carry open positions and the Applicant, the carrying broker, or the Non-AACC Clearing Broker is in turn responsible to the clearing corporation/division for payment.

20. Permitted Clients that direct the Applicant to give up transactions in Exchange-Traded Futures for clearance and settlement by Non-AACC Clearing Brokers will execute the give-up agreements described above.

21. Permitted Clients will pay to the Applicant commissions for trades made on their behalf by the Applicant. In the event that the Applicant needs to utilize a Non-AACC Clearing Broker for clearing or execution services in relation to such trades, the Applicant will pay the Non-AACC Clearing Broker for such services.

22. The trading restrictions in the CFA apply unless, among other things, an Exchange-Traded Future is traded on a recognized or registered commodity futures exchange and the form of the contract is approved by the Director. To date, no Non-Canadian Exchange has been recognized or registered under the CFA.

23. Section 3.1 of the Rule 91-502 provides that no person shall trade as agent in, or give advice in respect of, a recognized option as defined in section 1.1 of Rule 91-502 unless he or she has successfully completed the Canadian Options Course (which has been replaced by the Derivatives Fundamentals Course and the Options Licensing Course).

24. A Representative will not execute Exchange Traded Futures Trades for Permitted Clients unless the Representative has passed the National Commodity Futures Examination (Series 3) being the relevant futures and options proficiency examination administered by FINRA.

25. The expiry of the five year period set out in the Previous Order has triggered this requested order.

AND UPON the Commission and the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 78(1) of the CFA, that the Previous Commission Ruling is revoked;

IT IS RULED, pursuant to section 38 of the CFA, that the Applicant is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures where the Applicant is acting as principal or agent in such trades to, from or on behalf of Permitted Clients, provided that:

(a) each client effecting trades in the Exchange-Traded Futures is a Permitted Client;

(b) each Non-AACC Clearing Broker that executes or clears the trade has represented and covenanted to the Applicant that it is appropriately registered or exempt from registration under the CFA;

(c) the Applicant only executes and clears Exchange-Traded Futures for Permitted Clients on Non-Canadian Exchanges;

(d) at the time the trade is engaged in, the Applicant:

(i) has its head office or principal place of business in the USA;

(ii) is registered as a futures commission merchant with the CFTC in good standing;

(iii) is a member in good standing with the NFA;

(iv) engages in the business of a futures commission merchant in Exchange-Traded Futures in the United States;

(e) the Applicant has provided to the Permitted Client the following disclosure in writing:

(i) a statement that the Applicant is not registered in Ontario to trade in Exchange-Traded Futures as principal or agent;

(ii) a statement that the Applicant's head office or principal place of business is located in Chicago, Illinois, USA;

(iii) a statement that all or substantially all of the Applicant's assets may be situated outside of Canada;

(iv) a statement that there may be difficulty enforcing legal rights against the Applicant because of the above; and

(v) the name and address of the Applicant's agent for service of process in Ontario;

(f) the Applicant has submitted to the Commission a completed Submission to Jurisdiction and Appointment of Agent for Service in the form attached as Appendix "A";

(g) the Applicant notifies the Commission of any regulatory action initiated after the date of this Decision in respect of the Applicant, or any predecessors or specified affiliates of the Applicant, by completing and filing with the Commission Appendix "B" hereto within ten days of the commencement of any such action; provided that the Applicant may satisfy this condition by filing with the Commission within ten days of the date of this decision a notice making reference to and incorporating by reference the disclosure made by the Filer pursuant to U.S federal securities laws that is identified in the FINRA BrokerCheck system, and any updates to such disclosure that may be made from time to time and by providing notification, in a manner reasonably acceptable to the Director, of any filing of a Form BD "Regulatory Action Disclosure Reporting Page" required by FINRA;

(h) if the Applicant does not rely on the dealer registration exemption in the OSA, by December 31st of each year, the Applicant pays a participation fee based on its specified Ontario revenues for its previous financial year in compliance with the requirements of Part 3 and section 6.4 of the Commission Rule 13-502 Fees as if the Applicant had relied on the dealer registration exemption in the OSA; and

(i) by December 1st of each year, the Applicant notifies the Commission of its continued reliance on the exemption from the dealer registration requirement granted pursuant to this Decision by filing Form 13-502F4 Capital Markets Participation Fee Calculation; and

(j) this Decision will terminate on the earliest of:

(i) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(ii) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the dealer registration requirements in the CFA or the trading restrictions in the CFA; and

(iii) five years after the date of this Decision.

AND IT IS FURTHER RULED, pursuant to section 38 of the CFA, that a Permitted Client is not subject to the dealer registration requirement in the CFA or the trading restrictions in the CFA in connection with trades in Exchange-Traded Futures on Non-Canadian Exchanges where the Applicant acts in connection with trades in Exchange-Traded Futures on behalf of the Permitted Clients pursuant to the above ruling.

"Tim Moseley"
"Robert Hutchison"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission


IT IS THE DECISION
of the Director that the Previous Director Decision is revoked;

IT IS THE DECISION of the Director, pursuant to section 6.1 of Rule 91-502, that section 3.1 of Rule 91-502 does not apply to the Representatives in respect of trades in Exchange-Traded Futures on behalf of the Applicants, provided that:

(a) the Applicant and its Representatives maintain their respective registrations with the CFTC and NFA which permit them to trade commodity futures options in the USA; and

(b) this Decision will terminate on the earliest of:

(i) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(ii) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the dealer registration requirements in the CFA or the trading restrictions in the CFA; and

(iii) five years after the date of this Decision.

"Debra Foubert"
Director
Compliance and Registrant Regulation Branch

 

APPENDIX "A"

SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

INTERNATIONAL DEALER OR INTERNATIONAL ADVISER EXEMPTED FROM REGISTRATION UNDER THE COMMODITY FUTURES ACT, ONTARIO

1. Name of person or company ("International Firm"):

2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm:

3. Jurisdiction of incorporation of the International Firm:

4. Head office address of the International Firm:

5. The name, e-mail address, phone number and fax number of the International Firm's individual(s) responsible for the supervisory procedure of the International Firm, its chief compliance officer, or equivalent.

Name:
E-mail address:
Phone:
Fax:

6. The International Firm is relying on an exemption order under section 38 or section 80 of the Commodity Futures Act (Ontario) that is similar to the following exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the "Relief Order"):

[ ] Section 8.18 [international dealer]

[ ] Section 8.26 [international adviser]

[ ] Other [specify]:

7. Name of agent for service of process (the "Agent for Service"):

8. Address for service of process on the Agent for Service:

9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

10. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.

11. Until 6 years after the International Firm ceases to rely on the Relief Order, the International Firm must submit to the regulator

a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated;

b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service;

c. a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.

12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.

Dated: _______________

______________________________

(Signature of the International Firm or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

Acceptance

The undersigned accepts the appointment as Agent for Service of _______________ [Insert name of International Firm] under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.

Dated: _______________

______________________________

(Signature of the Agent for Service or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

This form, and notice of a change to any information submitted in this form, is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

 

APPENDIX "B"

NOTICE OF REGULATORY ACTION

1. Has the firm, or any predecessors or specified affiliates{1} of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar 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

- - - - - - - - - - - - - - - - - - - -

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

 

 

Yes

No

 

a)

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?

_____

_____

 

(b)

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

_____

_____

 

(c)

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

_____

_____

 

(d)

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

_____

_____

 

(e)

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

_____

_____

 

(f)

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

_____

_____

 

(g)

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

3. Is the firm aware of any ongoing investigation 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

- - - - - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - - - - - -

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)

- - - - - - - - - - - - - - - - - - - -

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

{1} In this Appendix, the term "specified affiliate" has the meaning ascribed to that term in Form 33-109F6 to National Instrument 33-109 Registration Information.