(iii) Legal Opinion or Quarterly Certificates for ETPs On a quarterly basis, ETPs must provide TSX with either a (i) legal opinion, or (ii) certificate of a senior officer of the ETP, regarding the securities issued by the ETP in the previous quarter. If providing a legal opinion, the legal opinion must confirm that all securities issued during the previous quarter have been validly issued as fully paid and non-assessable securities of the ETP. If providing an officer’s certificate, the officer’s certificate must: • verify the number of new securities of the ETP created and reported to TSX over the previous quarter; • confirm that full consideration (net asset value) was received prior to or concurrently with the issuance of all securities created in the quarter; and • confirm that the securities are validly issued and outstanding as fully paid securities. Since securities of ETPs are offered on a continuous basis, the above process has been implemented to lessen the burden on ETP providers and reduce the costs associated with providing a legal opinion each time securities are created and issued. The legal opinion or officer’s certificate must be filed with TSX within 10 days of the end of the quarter. (iv) Special Settlement In the past, Issuers have requested that TSX implement special settlement for certain transactions. Often special settlement is unnecessary in these situations, and therefore, Issuers are strongly encouraged to discuss the mechanics of the transactions with the responsible TSX staff member in advance. (v) T+1 Permanent Settlement for ETPs Certain ETPs may request that their securities settle on a permanent T+1 basis rather than on a T+2 basis. The ETP will be required to provide this request in writing and TSX will consider the request. Examples of where TSX has granted such requests are money market ETFs and high interest savings ETFs. (vi) Transfer Agents While an Issuer’s securities are listed on TSX, an Issuer must appoint and maintain a transfer agent and registrar with a principal office in one or more of Vancouver, British Columbia, Calgary, Alberta, Toronto, Ontario, Montréal, Québec, or Halifax, Nova Scotia, where all the issued securities of the listed classes must be directly transferable. When used, generic or customized certificates must list the cities where the securities are transferable. The original appointment and any subsequent change of the transfer agent or registrar must be approved by TSX. Only TSX approved transfer agents and/or registrars may be appointed and, generally, no agent other than a trust company will be acceptable. Issuers should contact the applicable TSX staff member to confirm that the proposed transfer agent or registrar is acceptable to TSX. 16
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