Account Information Individual CANACCORD CAPITAL CORPORATION (also referred to as the “Firm”)
Please refer to the attached List of Accounts for all account numbers and descriptions.
‰ NEW CLIENT ‰ UPDATE ‰ Individual ‰ Joint*
‰ IA CHANGE ‰ Nominee
Client Identification Number
‰ Investment Club*
* Additional information required – attach Supplemental Account Profile IS IA REGISTERED IN PROVINCE IN WHICH CLIENT RESIDES?
MR. Account Holder Co-Account Holder MR.
‰ YES ‰ NO
Social Insurance Number
(if Joint Account) Marital Status ‰ Single
‰ Married/Common Law
Social Insurance Number
# of Dependents
Account Holder’s Residential Address
(Street No. & Name / Physical address required) Home Telephone
(If self-employed, provide details)
Street No. & Name City
Years with Employer
Send Statements/Confirmations to: ‰ Residence
Date of Birth (MM/DD/YY)
‰ Other (provide details)
Street No. & Name
THE FOLLOWING INFORMATION IS REQUIRED BY SECURITIES LAW Investment Experience (Complete all categories) NONE NONE
‰ ‰ ‰
Common Shares Preferred Shares Bonds
‰ ‰ ‰
‰ ‰ ‰
Money Market Mutual Funds New Issues Short Sales
‰ ‰ ‰ ‰
‰ ‰ ‰ ‰
‰ ‰ ‰ ‰
Options Commodities/Futures Venture Situations Margin
‰ ‰ ‰ ‰
‰ ‰ ‰ ‰
‰ ‰ ‰ ‰
Investment Objectives * Registered Plans
Preservation of Capital
Short Term Trading
% = 100%
Cash or Other
\ Initials **
% = 100%
* Explanation of Investment Objectives is included with Client Account Agreement | ** Account Holder \ Co-Account Holder
Bank Reference Bank Name
Account Holder Assets Estimated Net Liquid Assets
(cash & securities less loans outstanding against securities)
Estimated Net Fixed Assets
Estimated Total Net Worth
Approximate annual income from all sources
(fixed assets less liabilities outstanding against fixed assets)
Citizenship Citizenship Residency for tax purposes
Is the Client a U.S. Citizen? (Province / Country)
If yes, state U.S. SSN
‰ YES ‰ NO and provide W9
Verification of Identity To be certified by Employee of the Firm or verified by Authorized Person. Indicate what document has been seen and attach a copy. ‰ YES ‰ NO Has the IA personally met the Client? ‰ Passport ‰ Driver’s Licence ‰ National Identity Card ‰ Provincial Health Insurance Card ‰ Age of Majority Card ‰ W8 – BEN (to be used for IRS reporting purposes only if none of the above forms of identification is available)
Client Identification Number
Will any persons other than the Client: (If yes to (a) or (b), Supplemental Account Profile must be provided)
‰ YES ‰ YES ‰ YES ‰ YES ‰ YES
(a) Have trading authorization for this account? If yes, name: (b) Have full authorization for this account? If yes, name: (c) Guarantee this account? If yes, name/relationship: (d) Have a financial interest in this account? If yes, name: 2. 3.
Does the IA have a direct or indirect interest in this account other than commission? If yes, provide details:
‰ NO ‰ NO ‰ NO ‰ NO ‰ NO
‰ YES ‰ NO
Does the Client have or control the trading of, or have a financial interest in, any other accounts with other investment firms? If yes, provide details:
‰ YES ‰ NO
Is the Client related to and residing at the same address as an Employee of the Firm or any other firm? If yes, name:
Is this account:
Is the Client an “Insider” and/or “Control Person” of any public companies listed ‰ YES ‰ NO in either Canada or the U.S.? See descriptions below.
Relationship (indicate Insider or Control)
If yes, please provide details in the table. (If the Client is both an Insider and a Control Person, use a separate line for each designation.) Insider: Officer or director (Canadian and U.S. companies) or Person who has direct or indirect beneficial ownership of, control or direction over (or a combination thereof) 10% or more of the voting rights attached to the securities of a public company listed in Canada (5% or more for a public company listed in the U.S.) Control Person: Holds or exercises control or direction over, or has any agreement, arrangement, commitment, or understanding (whether or not in writing) with any other persons with respect to 20% or more of the voting rights attached to the securities of a public company listed in Canada (greater than 10% for a public company listed in the U.S.) Does the Client have any other accounts with the Firm? ‰ YES ‰ NO If yes, provide account numbers: Does the Client have an RRSP or RRIF? If yes, provide details:
‰ YES ‰ NO
How did the Client learn about the Firm? ‰ Existing Client
‰ Personal Contact
Does the Client have a mortgage? If yes, provide renewal date:
‰ YES ‰ NO
Does the Client have life insurance? If yes, provide amount:
‰ YES ‰ NO
‰ Advertising/Direct Mail
‰ Phone/Walk In
‰ Referred By: Who is the Client currently using for investment advice? ‰ The Firm
‰ Another IA
‰ Accountant ‰ Lawyer ‰ Other (please specify)
‰ Bank Personnel
Credit Information I hereby consent to the Firm obtaining personal and credit information about me at any time from my employer, bank or other financial institution, credit bureau, credit or consumer reporting agency, or any other person for the purpose of establishing my identity, reputation and credit worthiness. ___________________ Account Holder Initials
_____________________ Co-Account Holder Initials
Margin The undersigned requests margin trading privileges, consents to a credit check and acknowledges having received, read and understood all the provisions relating to margin contained in the Client Account Agreement and agrees to be bound by them. ____________________ Account Holder Initials
______________________ Co-Account Holder Initials
Conflicts of Interest The undersigned acknowledges having received and read Canaccord’s Conflicts of Interest Statement of Policies (the “Statement of Policies”). The undersigned understands that Canaccord will provide a revised Statement of Policies if any information in the statement changes.
Sharing of Office Premises Transactions in insurance products, including segregated funds, are made on your behalf by Canaccord Financial Services Ltd. Canaccord Capital Corporation ("CCC") and Canaccord Financial Services Ltd. ("CFSL") are both wholly-owned subsidiaries of Canaccord Capital Inc. CCC is an investment dealer. CFSL offers insurance and estate planning services. While CCC and CFSL are separate entities, they share office premises in certain locations
Account Agreement The undersigned certifies the information provided in this application is true and complete and agrees to advise Canaccord of any material change in the information. The undersigned further certifies having the capability of evaluating and bearing the financial risk inherent in buying and selling securities and that trading, in all transactions for which approval is sought, is suitable for the purposes of the stated investment objectives. The undersigned acknowledges receipt of copies of the Firm’s Conflicts of Interest Statement of Policies, Canaccord’s disclosure on Related Issuers and the explanation to clients concerning National Instrument 54-101. The undersigned acknowledges the receipt, reading of and agreement to the terms and conditions set out in the Client Account Agreement.
Client Identification Number
NATIONAL INSTRUMENT 54-101: SHAREHOLDER COMMUNICATION INSTRUCTIONS TO: THE FIRM I have read and understand the explanation to clients that has been provided to me in connection with this form and the choices indicated by me apply to all of the securities held in my accounts.
PART 1 – DISCLOSURE OF BENEFICIAL OWNERSHIP INFORMATION Please mark the corresponding box to show whether the client DOES NOT OBJECT or OBJECTS to the Firm disclosing name, address, electronic mail address, securities holdings and preferred language of communication to issuers of securities held with the Firm and to other persons or companies in accordance with securities law. ‰ ‰
I DO NOT OBJECT to you disclosing the information described above. I OBJECT to you disclosing the information described above.
PART 2 – RECEIVING SECURITYHOLDER MATERIALS Please mark the corresponding box to show what materials the client wants to receive. Securityholder materials sent to beneficial owners of securities consist of the following materials: (a) proxy-related materials for annual and special meetings; (b) annual reports and financial statements that are not part of proxy-related materials; and (c) materials sent to securityholders that are not required by corporate or securities law to be sent. ‰ ‰ ‰
I WANT to receive ALL securityholder materials sent to beneficial owners of securities. I DECLINE to receive ALL securityholder materials sent to beneficial owners of securities. (Even if I decline to receive these types of materials, I understand that a reporting issuer or other person or company is entitled to send these materials to me at its expense.) I WANT to receive ONLY proxy-related materials sent in connection with a special meeting.
PART 3 – PREFERRED LANGUAGE OF COMMUNICATION Please mark the corresponding box to show the client’s preferred language of communication. ‰ ENGLISH
I understand that the material I receive will be in my preferred language of communication if the materials are available in that language.
X DATE (MM/DD/YY)
SIGNATURE OF ACCOUNT HOLDER
X DATE (MM/DD/YY)
SIGNATURE OF CO-ACCOUNT HOLDER
FOR FIRM USE ONLY\ INITIAL PROPOSED TRANSACTION
‰ Transfer of Account
‰ Deposit of Securities
DAP SETTLEMENT AGENT
‰ Deposit of Funds $ ______________
NO. OF SHARES
VALUE OF ORDER
AGENT ACCOUNT #
IA COMMENTS (INVESTMENT KNOWLEDGE, SPECIAL PRODUCTS) PURPOSE OF ACCOUNT IA SIGNATURES AND DATE
BRANCH MANAGER APPROVAL
NATIONAL INSTRUMENT 54-101 COMMUNICATION WITH BENEFICAL OWNERS OF SECURITIES OF A REPORTING ISSUER EXPLANATION TO CLIENTS Based on your instructions, the securities in your account with us are not registered in your name but in our name or the name of another person or company holding your securities on our behalf. The issuers of the securities in your account may not know the identity of the beneficial owner of these securities. We are required under securities law to obtain your instructions concerning various matters relating to your holding of securities in your account.
DISCLOSURE OF BENEFICIAL OWNERSHIP INFORMATION Securities law permits reporting issuers and other persons and companies to send materials related to the affairs of the reporting issuer directly to beneficial owners of the reporting issuerâ€™s securities if the beneficial owner does not object to having information about it disclosed to the reporting issuer or other persons and companies. Part 1 of the client response form allows you to tell us if you OBJECT to the disclosure by us to the reporting issuer or other persons or companies of your beneficial ownership information, consisting of your name, address, electronic mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of your beneficial ownership information to matters relating to the affairs of the reporting issuer. If you DO NOT OBJECT to the disclosure of your beneficial ownership information, please mark the first box in Part 1 of the form. In those circumstances, you will not be charged with any costs associated with sending securityholder materials to you. If you OBJECT to the disclosure of your beneficial ownership information by us, please mark the second box in Part 1 of the form. If you do this, all materials to be delivered to you as beneficial owner of securities will be delivered by us. We have the right to charge a fee for this service.
RECEIVING SECURITYHOLDER MATERIALS For securities that you hold through your account, you have the right to receive proxy-related materials sent by reporting issuers to registered holders of their securities in connection with meetings of such securityholders. Among other things, this permits you to receive the necessary information to allow you to have your securities voted in accordance with your instructions at a securityholder meeting. Objecting beneficial holders will not receive materials unless they or the relevant issuers bear the cost. In addition, reporting issuers may choose to send other securityholder materials to beneficial owners, although they are not obliged to do so. Securities law permits you to decline to receive three types of securityholder materials. Securities law does not provide for you to decline to receive other types of securityholder materials. The three types of material that you may decline to receive are: (a) proxy-related materials, including annual reports and financial statements, that are sent in connection with a securityholder meeting; (b) annual reports and financial statements that are not part of proxy-related materials; and (c) materials that a reporting issuer or other person or company sends to securityholders that are not required by corporate or securities law to be sent to registered securityholders. Part 2 of the client response form allows you to receive all materials sent to beneficial owners of securities or to decline to receive the three types of materials referred to above. If you want to receive ALL materials that are sent to beneficial owners of securities, please mark the first box in Part 2 of the form. If you want to DECLINE to receive the three types of materials referred to above, please mark the second box in Part 2 of the form. If you want to receive ONLY proxy-related material sent in connection with a special meeting, please mark the third box in Part 2 of the form. (Note: Even if you decline to receive the three types of materials referred to above, a reporting issuer or other person or company is entitled to deliver these materials to you, provided that the reporting issuer or other person or company pays all costs associated with the sending of these materials. These materials would be delivered to you through your intermediary if you have objected to the disclosure of your beneficial ownership information to reporting issuers.)
PREFERRED LANGUAGE OF COMMUNICATION Part 3 of the client response form allows you to tell us your preferred language of communication (English or French). You will receive materials in your preferred language of communication if the materials are available in that language.
CONTACT If you have any questions or want to change your instructions in the future please contact your Investment Advisor.
CANACCORD CAPITAL CORPORATION CLIENT ACCOUNT AGREEMENT 1. RELATIONSHIP 1.1 Appointment as Agent The Client appoints Canaccord Capital Corporation (the “Agent”) as agent to execute transactions on behalf of the Client in Securities, whether or not on margin and whether or not as a short sale. 1.2 Duties The Agent accepts no responsibility under this Agreement other than to act honestly and in good faith and without wilful misconduct or gross negligence. In particular, unless otherwise agreed in writing, the Agent will have no obligation to recommend an investment program, monitor the progress of Securities in the Account, communicate trading limits or margin calls or changes in the market, advise the Client in respect of pending record dates or the pending expiry of rights or warrants, exercise discretion in the purchase or sale of Securities or impart any material information in respect of any of the Securities of which the Agent or any of its employees or representatives is or becomes aware. 1.3 Refusal to Take Orders The Agent may require written instructions from the Client before executing any transactions for the Account and may refuse to accept any order from the Client where the Agent considers it necessary for its protection. The Client waives any and all claims for loss or damage arising directly or indirectly from any such refusal or from any delay or inability to complete a transaction caused by the requirement for written instructions. 1.4 Account Information The Client warrants that, to the best of the knowledge of the Client, the information on the attached Account Information form is correct, and acknowledges that the Agent and its representatives may rely on that information in providing advice or recommendations to the Client in respect of the Account. The Client agrees to notify the Agent immediately of any changes in the financial situation and the needs, experience and investment objectives of the Client or any other change in such information which might reasonably be expected to affect the advice of the Agent where sought or given. In addition, the Client agrees to advise the Agent of any restrictions in trading now applicable to the Client and will advise the Agent of any changes in such restrictions which may become applicable to the Client. 1.5 Free Credit Balances Any monies held by the Agent from time to time to the Client’s credit are payable on demand, need not be segregated and may be used by the Agent in the ordinary conduct of its business. The Client acknowledges that the relationship of the Client and the Agent with respect to such monies is one of debtor and creditor only, and that the Agent is not a trustee. 1.6 Authority to Execute Orders The Client authorizes the Agent to buy and sell Securities for the Account on the instructions of the Client in any manner the Agent considers appropriate, either for the Account separately or as part of larger transactions for the Account and others, including the Agent, its affiliates and the directors, officers, employees and clients of the Agent and its affiliates, in such manner by public or private sale as the Agent considers appropriate and either directly or by agents, and in any such case, the Client acknowledges that the Agent, its affiliates or a director, officer, employee or client of the Agent or its affiliates may be the buyer or seller on the other side of the transaction. 1.7 Fees from the Issuer The Client acknowledges that the Agent may, and authorizes the Agent to, receive a fee, commission or other payment from the issuer of Securities bought or sold for the Account. 1.8 Credit Information The Client authorizes the Agent to obtain factual or credit information about the Client at any time from the Client’s employer, bank or other financial institution, credit bureau or any other person for the purpose of establishing the Client’s identity, reputation and credit worthiness. 1.9 Privacy Issues and Confidential Information Protecting your privacy means the Agent will keep your information and the business you do with the Agent in strictest confidence. We will not sell your information. You have control over how we obtain, use, and give out information about you, and you have access to the information we have about you. We respect your privacy when we market additional products and services. In addition to your name, address and telephone number, we require information to establish your identification; to protect you and the Agent from error and fraud; to enable us to recommend suitable products and services to meet your needs and provide ongoing service; and to comply with legal and regulatory requirements. Unless we are obliged to do so by law or to protect our interests, we require your consent before we disclose to other persons information about you or use your information in any way we did not previously tell you about. The Client authorizes the Agent, from time to time, to send unsolicited information about additional products and services. 2. APPLICATION OF AGREEMENT 2.1 Application to All Accounts This Agreement applies to all of the accounts of the Client with the Agent and its predecessors, including accounts previously opened, opened in the future or from time to time, closed and then reopened, renumbered or redesignated, and this Agreement supersedes and replaces all previous agreements between the Client and the Agent in connection with such accounts.
2.2 Applicable Law and Custom All transactions in the Account will be subject to, and in participating in such transactions, the Agent and the Client will be bound by applicable law and regulatory policy, including, without limitation, the constitution, bylaws, rules, customs and usages of the exchanges or markets and their clearing houses, if applicable, on or through which the transactions for the Account are made, and the orders, regulations, rules and policies of all courts and regulatory authorities having jurisdiction in connection with such trades. 3. OPERATION OF ACCOUNT 3.1 Agreement to Pay Commissions The Client will pay all commissions and other transaction charges in respect of purchases, exchanges and sales in the Account, including sales made by the Agent under section 4.5, at the rates customarily charged by the Agent from time to time or as may be specifically agreed by the Agent and the Client. 3.2 Credits and Debits The Agent will credit to the Account any interest, dividends or other monies received in respect of Securities held in the Account and any monies (net of all charges) received as proceeds from transactions in Securities for the Account, and will debit to the Account all amounts owing, including interest and applicable service charges, by the Client to the Agent. 3.3 Records The Agent will maintain a record of all transactions, and receipts and deliveries of funds and Securities for the Account. 3.4 Service Fees The Client agrees to pay the service fees or service charges of the Agent in connection with the administration of the Account. 3.5 Margin If the Client requests and is granted by the Agent a margin facility, the Agent may, at its sole discretion, without notice, at any time or from time to time, reduce or cancel any margin facility or refuse to grant any additional margin facility or require the Client to provide further margin in addition to that required by applicable regulatory rules or policy. The Client will provide the Agent with any margin which is requested by the Agent and will promptly pay any indebtedness due as a result of any reduction or cancellation of any margin facility. 3.6 Effect of Orders All orders of the Client accepted by the Agent are good until either executed or cancelled on the day of entry, unless a longer period is specified by the Client; all orders accepted by the Agent are binding on the Client from the moment of execution; and non-receipt or late receipt of confirmation of a transaction will not relieve the Client of the obligation to settle the transaction on the settlement date. 3.7 Delivery of Securities Actual delivery is intended for every transaction in the Account; the Client represents and warrants to the Agent that all sales made in the Account will be “long” sales unless the Client has specified otherwise at the time of giving the order; and if the Client fails to make immediate delivery to the Agent in deliverable form of any Securities sold at the Client’s direction, then the Agent is authorized to borrow or buy any Securities necessary to settle the transaction, and the Client will pay to the Agent and indemnify and save it harmless from any loss or expense incurred by the Agent in connection with the borrowing, purchase or late delivery. 3.8 Custody of Securities The Agent may hold the Client’s Securities at its head office or any of its branch offices or at any other place or with any other custodian which the Agent at its discretion considers appropriate and in so holding the Client’s Securities, the Agent assumes no higher degree of care than that exercised by the Agent in the custody of its own Securities. 3.9 Securities Fungible The Agent is not obligated to return to the Client the same Securities as those deposited with or received by the Agent for the Client’s Account, and the Agent may discharge its obligation to the Client by delivering certificates for Securities of the same issue in the same or equivalent amounts. 3.10 Ratification Every transaction referred to in a confirmation of transaction sent by the Agent to the Client will be conclusively deemed to be authorized, ratified and confirmed by the Client, and every confirmation of a transaction will be conclusively deemed to be correct (except for any amount or security improperly credited to the Account) unless the Agent receives notice in writing from the Client within 15 days from the time the confirmation was mailed or otherwise sent to the Client. 4. INDEBTEDNESS AND SECURITY 4.1 Payment of Indebtedness The Client will promptly pay all debit balances in the Account, when due, except to the extent covered by a margin facility, and all other indebtedness arising in connection with transactions for the Account.
4.2 Interest The Client will pay to the Agent interest, calculated daily and compounded monthly, on outstanding indebtedness in the Account. The interest rate will be that rate designated from time to time by the Agent to its branches [the Client] as its effective rate for determining interest on debit balances in accounts with the Agent, and the Client waives notice of all changes in such rates. 4.3 Security for Indebtedness The Client hereby pledges to the Agent all of the Securities and credit balances held by the Agent for the Account from time to time as continuing collateral security for the payment of any indebtedness to the Agent arising for any reason, including, without limitation, any liability arising by reason of any guarantee by the Client of the account of any other person, whether or not any amount owing relates to the collateral pledged. 4.4 Right to Deal with Securities At any time while the Client is indebted to the Agent, the Agent may, without notice, use the Securities and credit balances in the Account from time to time in the conduct of the Agent’s business, and, without limiting the generality of this right, the Agent may combine or intermingle any Securities or credit balances in the Account with the property of the Agent, its clients or both, pledge any of the Securities as security for its own indebtedness, borrow any of the Securities in the Account or credit balances in the Account for its own purposes, or use any of the Securities in the Account for making delivery against a sale, whether a short sale or otherwise, and whether such sale is for the Account or for the account of any other client of the Agent. 4.5 Enforcement of Security If: (a) the Client fails to comply with any term of this Agreement; (b) the Agent considers it necessary for its protection for any reason whatsoever, including, without limitation, where the Agent considers any margin in the Account to be insufficient; (c) a garnishing order or other attachment is levied against the Account; (d) a petition in bankruptcy is made by or in respect of the Client or a receiver is appointed to manage the affairs of the Client; or (e) the Client dies or, if the Client is a corporation or other unincorporated entity, is wound up or dissolved; then, the Agent may, without demand for margin or additional margin and without advertisement or other notice to the Client: (i) apply credit balances in the Account or any other account in which the Client has an interest to reduce the indebtedness in the Account; (ii) retain possession of or sell any of the Securities in the Account and apply the net proceeds of any sale to reduce the indebtedness in the Account; (iii) purchase or borrow any Securities necessary to cover short sales or to cover open positions; or (iv) cancel any unexecuted orders. 4.6 Collection and Other Expenses The Agent may charge to the Account all expenses (including legal expenses on a solicitor and own client basis) reasonably incurred by the Agent: (a) in connection with disputes over ownership or an interest in securities or credit balances in the Account between joint holders of the Account or between the Client and a third party; (b) to collect any indebtedness owing; or (c) to exercise or enforce any right under this Agreement. 4.7 Liability for Unsatisfied Balance The Client will remain liable to the Agent for the balance of any indebtedness or other amount remaining following the exercise by the Agent of any of its rights under this Agreement. 4.8 Exercise or Waiver of Rights The exercise or the failure to exercise any right under this Agreement or the waiver of any breach or the granting of any indulgence by the Agent will not in any way restrict or prevent the Agent from exercising any other rights under or insisting on the performance of any other term of this Agreement. 4.9 Alternative Courses of Action Whenever this Agreement entitles the Agent to take alternative courses of action, the Agent will be entitled to take any or all of such alternative courses of action or refrain from taking any courses of action at its sole discretion. 4.10 Agent’s Discretion as to Manner of Sale Any sale or purchase made by the Agent for the Account in the exercise of any of the rights of the Agent under this Agreement may be made at such times and on such exchange or market, by public or private sale and on such terms and in such manner as the Agent at its sole discretion considers appropriate. 4.11 Transfer to Other Accounts The Agent may at any time, without notice to the Client, enter credit or debit balances, take any monies or Securities in the Account and any proceeds from the sale or other dispositions of such Securities to pay or cover any obligations of the Client to the Agent, including obligations of the Client in respect of any other account with the Agent, whether such account is a joint account or is an account guaranteed by the Client. 4.12 Currency The Agent may transfer and convert currency between Canadian and United States dollar accounts of the Client as the Agent considers necessary or advisable to meet obligations in either of those currencies which are not covered in the Account.
5. 5.1 (a)
INTERPRETATION AND MISCELLANEOUS Definitions in This Agreement: “Account” means all and any one of the accounts of the Client with the Agent, including accounts previously opened, opened concurrently or in the future or from time to time closed and then reopened, renumbered or redesignated; and (b) “Securities” has the meaning in the Securities Act (British Columbia) as amended from time to time and includes, in addition, commodity and futures contracts and derivative products. 5.2 Capacity The Client represents to the Agent that he, she or it has the power and capacity and is competent to enter into this Agreement. If an individual, the Client represents that he or she is of legal age. If a corporation, partnership, trust, syndicate or other similar form of organization, the Client represents that the execution and delivery of this Agreement has been duly authorized by all necessary action and the persons signing this Agreement are authorized to sign this Agreement on behalf of the organization. 5.3 Headings The headings in this Agreement are for convenience of reference only and do not affect its interpretation. 5.4 Governing Law This Agreement is governed by the law of British Columbia and, subject to subsection 5.5 and unless otherwise agreed by the Agent and the Client in writing, the Agent and the Client will submit exclusively to courts of British Columbia any and all disputes in connection with the operation of the Account or any transaction or intended transaction in the Account or arising out of or relating to this Agreement. 5.5 Arbitration Notwithstanding subsection 5.4, if the Agent and the Client agree in writing or, in accordance with the applicable policy of any stock exchange or securities self regulatory organization of which the Agent is a member, the Client so directs any dispute in connection with the operation of the Account or any transaction or intended transaction in the Account or arising out of or relating to this Agreement will be submitted to arbitration in Vancouver, British Columbia. Unless otherwise agreed by the parties or otherwise provided in such policy: (a) the arbitration will be before a single arbitrator and in accordance with the provisions of the Commercial Arbitration Act (British Columbia); (b) each party will bear its own costs in any such proceeding; and (c) the decision of the arbitrator will be final and binding on the parties and may be enforced in any court of competent jurisdiction. 5.6 Further Assurances The Client will take all such actions and will execute and deliver any further documents as are necessary or desirable, in the view of the Agent, to give effect to all transactions in Securities for the Account executed by the Agent pursuant to this Agreement. 5.7 Severability If any term of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or void, that term will be severed from this Agreement and the remaining terms of this Agreement will continue in full force and effect, modified only to reflect the severance of that term. 5.8 Binding Effect This Agreement enures to the benefit of and is binding on the Agent, its successors and assigns and the Client and the heirs, executors, administrators, successors and permitted assigns of the Client. 5.9 Assignment This Agreement may not be assigned by the Client without the prior written consent of the Agent. 5.10 Amendment Subject to section 5.7, this Agreement may not be amended and its terms may not be waived or altered except by agreement in writing signed by the Client and the Agent. 5.11 Notices Any notice or communication to the Client pursuant to this Agreement may be given to any address of record of the Client with the Agent. Any notice to the Agent pursuant to this Agreement must be given to its head office in Vancouver, British Columbia. All notices pursuant to this Agreement must be in writing and sent by prepaid mail, fax or delivered by hand. Such notices will be deemed to have been received, if mailed, on the second business day after mailing or if sent by fax, at the time of transmission or if delivered by hand, when delivered. Nothing in this Agreement will require the Agent to give any notice to the Client not otherwise required to be given. The Client will promptly notify the Agent of any change of address. 5.12 Termination The Account may be terminated by either of the parties to this Agreement by notice in writing to the other at any time. The termination will be effective on the day it is received, but will not affect any liability of the Client resulting directly or indirectly from any transactions made for the Account at any time before such notice was actually received by the Agent. 5.13 Force Majeure The Agent will not be liable to the Client for any loss, claim, damage, liability or expense caused directly or indirectly by government, regulatory or self regulatory restrictions or regulations, exchange or market rulings, suspension of trading, cease trading orders, war, strikes, equipment malfunction or other conditions or events which are beyond the control of the Agent.
CANACCORD CAPITAL CORPORATION CONFLICTS OF INTEREST STATEMENT OF POLICIES
The securities laws of certain provinces require securities dealers and advisors, when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers and advisors, prior to trading with or advising their clients to inform them of the relevant relationships and connections with the issuer of the securities. Clients should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal advisor.
If you have any questions, please contact:
Our firm has a relationship with the persons or companies listed in this statement. Our firm, its directors, officers, partners, salespersons, or other employees may from time to time recommend that you trade in, or provide to you advice about a security issued by those listed persons or companies. If you wish further information concerning the relationship between our firm and those listed persons or companies, please contact us.
in Ontario, Jim Miller, Vice President, Compliance 416.867.6017 in Quebec, Kevin Ratcliff, Vice President, Compliance and Operations 514.844.3427 in Alberta, Niels Molbak, Compliance Officer, Compliance 403.508.3861 in British Columbia and in other provinces and territories, Bruce Maranda, Senior Vice President and Director, Global Credit and Compliance 604.643.7075
Statement of Business Activities We are prepared to engage in the following activities with respect to related and connected parties which are in the course of a distribution: 1.
acting as underwriter in connection with the distribution of securities of the related or connected party, whether alone, in connection with other securities dealers or as a member of a selling group;
trading in the securities of the related or connected party as principal or agent;
purchasing securities of the related or connected party from or on behalf of one of our firm’s clients;
acting as an advisor in respect of securities of the related or connected party; and
recommending or co-operating with another person or persons in making a recommendation, in any medium of communication, that the securities of the related or connected party be purchased, sold or held.
Our Policies We must make certain disclosures where we act as your dealer, advise you, or exercise discretion on your behalf with respect to securities issued by us, by a related party or, in the course of an initial distribution, by a connected party. In these situations, we must disclose either our relationship with the issuer of the securities, or that we are the issuer. We must also make disclosure to you where we know or should know that, as a result of our acting as your dealer or advisor, or of our exercising discretion on your behalf, securities will be purchased from or sold to us, an associated party or, in the course of an initial distribution, a connected party. The following is a list of the time and manner in which these disclosures must be made.
Where we underwrite securities, the required disclosure will be contained in the prospectus or other document being used to qualify those securities.
Where we buy or sell securities for your account, the required disclosure will be contained in the confirmation of trade which we prepare and send to you.
Where we advise you with respect to the purchase or sale of securities, the disclosure must be made prior to our giving the advice.
In addition, where we exercise discretion under your authority in the purchase or sale of securities for your account, we may not exercise that discretion for the types of transactions described above unless we have obtained your prior specific and informed written consent.
List of Related Issuers Our firm (Canaccord Capital Corporation) is a wholly owned subsidiary of Canaccord Capital Inc. Canaccord Capital Inc. is the only related issuer of our firm. This is a list as of July 8, 2005. We will provide you with a revised version of this document if the list changes.
HOW TO MAKE SENSE OF THE INVESTMENT OBJECTIVES SECTION OF THE ACCOUNT INFORMATION FORM
PRESERVATION OF CAPITAL Investments with low risk of loss over the short term. Examples include bank deposits, treasury bills, government and high grade corporate bonds with terms of less than one year, as well as money market mutual funds. (Bonds with terms of more than one year out will decline in price if interest rates rise, so they may not preserve capital in the short term.)
INCOME Investments whose primary return is in the form of regular interest or dividend income with a low to medium risk of losing principal. Examples include government and investment grade corporate bonds with terms of more than one year, high grade preferred shares, and bond funds.
MODERATE GROWTH Investments that provide long-term growth in the form of capital gains and/or investment income with medium risk of principal loss. This category includes income trusts, high quality common shares listed on senior exchanges, equity mutual funds, and structured products.
SHORT-TERM TRADING Frequent buying and selling of any investment (including otherwise low risk investments) for the purpose of generating capital gains with medium to high risk of loss.
SPECULATIVE Speculative investments with very high risk of loss, including junior stocks, limited partnerships, junk bonds, low grade preferreds, and distressed securities.
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