Supplemental Documentation for Direct Electronic Access to Canadian Markets

Client and Instinet Canada Limited ("Dealer") agree that Client orders shall be transmitted directly to the trading systems of the Canadian marketplace(s) (each, a "marketplace") through Dealer on the following terms:

  1. Dealer authorizes Client to connect to Dealer's order routing system to the extent permitted by rules of the marketplaces and regulatory requirements of the Canadian Securities Administrators ("CSA") and the Investment Industry Regulatory Organization of Canada ("IIROC"). Client will immediately notify Dealer in writing of:
    1. the names of the personnel of Client authorized by Client to enter an order using direct electronic access, and
    2. details of any change to the information in (i);
  2. Client represents that it has reviewed the rules of all marketplaces, the Universal Market Integrity Rules ("UMIR") and National Instrument 23-103 (collectively "Regulatory Requirements").
    Client meets and will remain in compliance with all such rules. Client confirms that it qualifies for direct market access and that Client is only conveying or executing orders for persons who are authorized under IIROC requirements to have direct electronic access and who have confirmed their eligibility for direct electronic access to Client and who's names have been notified to the dealer in accordance with such requirements.
    Client shall not trade for the account of any other person unless the client is registered or exempted from registration as an adviser under securities legislation, or is a person conducting business in a foreign jurisdiction in a manner analogous to an adviser and that is subject to the regulatory jurisdiction of a signatory to the International Organization of Securities Commissions' Multilateral Memorandum of Understanding in that foreign jurisdiction. If Client trades for the account of any other person in accordance with the preceding sentence, Client must ensure that the orders for the other person are transmitted through the systems of Client before being entered on a marketplace and ensure that the orders for the other person are subject to reasonable risk management and supervisory controls, policies and procedures established and maintained by Client. Client will notify Dealer forthwith if it no longer qualifies for direct electronic access or expects not to or if client fails or expects not to meet the Dealer's Written Standards;
  3. Client shall enter orders in compliance with all IIROC requirements and marketplace rules and, without limiting the generality of the foregoing:
    1. Client will maintain all technology facilitating direct electronic access or a routing arrangement in a secure manner and will not permit any person to transmit an order using the direct electronic access or the routing arrangement other than the personnel authorized by Client and notified in writing to Dealer;
    2. Client will fully co-operate with Dealer in connection with any investigation or proceeding by any marketplace or securities regulator with respect to trading conducted pursuant to direct electronic access or a routing arrangement including, upon request by Dealer, providing access to information to the marketplace or securities regulator that is necessary for the purposes of the investigation or proceeding;
    3. Dealer is authorized, without prior notice and for any reason, to:
      1. reject any order,
      2. vary or correct any order entered on a marketplace to comply with Regulatory Requirements,
      3. cancel any order entered on a marketplace,
      4. stop accepting orders, or
      5. advise IIROC of the particulars of Client's direct electronic access arrangements with Dealer, including any breach or termination of them by Client;
  4. Client agrees that all transactions between Dealer and Client shall continue to be governed by the Client Agreement between Dealer and Client;
  5. Client agrees to enter orders in accordance with any product, credit or financial limits provided in writing by Client to Dealer;
  6. If required by applicable regulatory requirements, Dealer will provide training to Client in respect of trading and order entry on particular marketplaces;
  7. Client acknowledges that it has executed a Direct Electronic Access Agreement including the Client Representation ("DEAA") and has received and reviewed the Dealer's WRITTEN STANDARDS for such arrangements and complies and will comply with them and
  8. Dealer will promptly advise Client of any changes to marketplace requirements and/or regulatory amendments or requirements as to the entry or execution of orders or any matter regarding direct electronic access.

Client Representation with Respect to Dealer Standards

The undersigned, a duly authorized representative of the Client, confirms the following in connection with Client's application to enter into a DEAA with Instinet Canada Limited ("Dealer").

  1. Client has sufficient resources to meet any financial obligations that may result from order entry under the DEAA.
  2. Client has reasonable arrangements in place to ensure and has confirmed that all personnel transmitting orders under the DEAA have reasonable knowledge of and proficiency in the use of the order entry system.
  3. Client has reasonable knowledge of and the ability to comply with all applicable regulatory requirements, including the marking of orders with the required designations and identifiers.
  4. Client has reasonable arrangements in place to monitor the entry of orders under the DEAA.
  5. Client takes all reasonable steps to ensure that the use of automated order systems, by itself or any client, does not interfere with fair and orderly markets.
  6. Client ensures that each automated order system, used by itself or any client, is tested in accordance with prudent business practices, including initially before use or introduction or a significant modification and at least annually thereafter.
  7. Client agrees to update this letter annually including by confirming that during the twelve months preceding the annual update letter it has complied with the DEAA and the Dealer's Standards.