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Imperial Capital Website Important Legal Information
User Agreement

The following Terms and Conditions apply to the use of this website. Please review them carefully regarding your use of the imperialcapital.com website. “Imperial Capital” refers to Imperial Capital, LLC and each of its affiliates, directors, officers or employees.

This agreement governs use of the imperialcapital.com website. It is separate from your customer account agreement and any other agreement relating to any account you may have through Imperial Capital. The customer agreements and other agreements to which you may be a party set forth additional obligations you have as a Imperial Capital account holder.

You understand that no information on this website is to be construed as an offer to sell or solicit an offer to buy a particular security. Imperial Capital does not provide, nor does it intend to provide, legal, tax, accounting or investment advice through this website. In any event, no offer to sell or solicitation of an offer to buy a security, product or service is made by any Imperial Capital entity or employee if such entity, individual, security, product or service is not appropriately registered in the jurisdiction in which such registration would be required.

You understand that certain information on this website, including information made available from third parties, is provided “as is.” Although Imperial Capital provides and/or makes available information from sources it believes to be reliable, Imperial Capital does not warrant the accuracy, timeliness or completeness of the information provided, nor does it warrant the merchantability or fitness for a particular use, or make any other express or implied warranty, with regard to such information. Should I leave the imperialcapital.com website by way of a link and view content not provided by Imperial Capital, I do so at my own risk. Imperial Capital makes no representations whatsoever about any other website which you may access through this one. When you access a non-Imperial Capital website, please understand that it is independent from Imperial Capital, and that Imperial Capital has no control over the content on that website. In addition, a link to a non-Imperial Capital website does not mean that Imperial Capital endorses or accepts any responsibility for the content, or the use, of such website. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

You understand that Imperial Capital shall not be liable for damage or loss resulting, directly or indirectly, from any failure, delay or interruption of this website due to a negligent act of Imperial Capital or due to any act, event or occurrence beyond the control of Imperial Capital.

IN NO EVENT WILL IMPERIAL CAPITAL BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This website is the property of Imperial Capital. Certain information is provided by Imperial Capital and third parties who have certain legal rights with respect to such information. You agree not to use this information for any illegal purpose. If you choose to download any information, you agree not to further copy such information or redistribute such information in any manner. ©2015 Imperial Capital, LLC. All rights reserved. Member SIPC and FINRA.

Your Privacy Is a Top Priority to Imperial Capital
Imperial Capital, LLC (“Imperial” or “we”) appreciate the trust that you place in us, and we recognize the importance of protecting the confidentiality of any nonpublic personal information that we may obtain about you. Obtaining this information is important to our ability to ensure accuracy in record keeping, to carry out requested transactions, and to generate confirmations, statements and other reports in serving you. Keeping this information secure is a top priority for us. This Privacy Policy is presented to you in conformity with Regulation S-P, 17 CFR 248.1-248.15, under section 504 of the Gramm-Leach-Bliley Act. As required by federal law, this Privacy Policy describes the types of nonpublic personal information we may collect about you, the purposes for which we use the information, the circumstances in which we may disclose the information, and the steps we take to safeguard the information to protect your privacy. The term “Imperial” refers to Imperial Capital, LLC and its affiliates.

Sources of Information We Collect About You
The information we collect about you is primarily obtained from account applications or other forms and materials you submit directly to Imperial during the course of your relationship with us. We may also collect information about the transactions and interactions you engage in with or through us. The types of personal information which we collect may also depend on the products or services that we provide to you. In addition, we may verify information or obtain additional information about you from consumer reporting agencies or other sources. We do not share nonpublic personal information about you outside Imperial without your consent except for the specific reasons described below, in accordance with or pursuant to applicable laws and regulations.

In addition, in the provision of financial services to you and subject to strict compliance with applicable laws and regulations, information may be collected about you indirectly from monitoring or other means (e.g., recording of telephone calls and monitoring of emails and instant messages). In these circumstances, the information is not accessed on a continuous or routine basis, but it may be used for compliance or security purposes.

Categories of Nonpublic Personal Information We Collect and May Disclose
As a general matter, Imperial collects the following categories of nonpublic personal information about you: (i) information received from you such as contact and financial ownership; (ii) information about transactions with you or your affiliates and (iii) information from a consumer-reporting agency in connection with background checks.

If you deal with Imperial in your individual capacity, or as a settler/trustee/beneficiary of a trust, or as an owner or principal of a company or other entity organized to invest on your behalf or on behalf of your family, etc., the typical information we collect about you would include: your name, address and other contact information; your date of birth, occupation and marital status; extensive financial information, including net worth, sources of wealth, investment experience and objectives, risk tolerance and representations concerning your financial resources; certain identifying information as may be required by laws and regulations addressing money laundering, terrorism and related matters such as information from, as applicable, your passport, alien identification card, national identity card or driver’s license; and a government issued personal identifier, such as, depending on your country of residence, your Social Security number, National Insurance number, Tax File number, etc.

If you are an employee/officer/director/principal, etc., of one of our institutional customers, the typical information we collect about you would include: your name and other contact information; your role/position/title and area of responsibility; and certain identifying information as may be required by laws and regulations addressing money laundering, terrorism and related matters such as information from, as applicable, your passport, alien identification card, national identity card or driver’s license.

A corporation, partnership, trust, or other legal entity may need to provide other information such as its principal place of business, local office address, employer identification number, certified articles or certificate of incorporation or other charter document, government-issued business license, partnership agreement, or trust agreement.

You are not required to supply any of the personal information that we may request, but failure to do so, or if we are unable to verify your identity, may result in us being unable to open or maintain your account or to provide services to you. While we seek to ensure that all information we hold about you is accurate, complete and up to date, you can help us considerably in this regard by promptly notifying us if there are any changes to your personal information.

We reserve the right to disclose all of the nonpublic personal information that we collect from you.

Reasons We May Disclose Your Nonpublic Personal Information and Persons to Whom We May Disclose This Information
As detailed below, Imperial may disclose your nonpublic personal information to its affiliates and nonaffiliated third parties: (i) for everyday business purposes such as those necessary to process transactions, maintain account(s), respond to court orders and legal investigations, or report to credit bureaus; or (ii) as permitted or required by law.

These third parties are: (i) financial service providers (e.g., clearing firms); (ii) non-financial companies (e.g., professional services firms such as accounting firms); and (iii) other persons as permitted or required by law (e.g., regulators).

In order to provide efficient and reliable services, and to improve product and service options available to you, more than one entity within Imperial may be given or have access to your nonpublic personal information. When so sharing your nonpublic personal information, we adhere to applicable legal and industry standards regarding the protection of personal information and take measures designed to safeguard against your personal information being misused or accessed by unauthorized parties. We do not share information between different Imperial entities to solicit you for marketing purposes. Imperial also does not disclose your nonpublic personal information to non-affiliated third parties, except as described in this Privacy Policy. Disclosures to third parties may include sharing information with non-affiliated companies (both financial service providers and non-financial companies) that perform support services for us or your account, such as facilitating your transactions with or through Imperial, including those that provide clearing, professional, legal or accounting advice, perform computer-related or data maintenance or processing services, audit or research services, or for credit review or reporting purposes. Non-affiliated companies that assist Imperial in providing services to you are required to maintain the confidentiality of such information to the extent they receive it, and to use your nonpublic personal information only for the purpose of providing such services.

We may also disclose your nonpublic personal information to fulfill your instructions, to protect our rights and interests, for required institutional risk control, or pursuant to your express consent. Finally, under limited circumstances, your nonpublic personal information may be disclosed to third parties as permitted by, or to comply with, applicable laws and regulations, for instance, when responding to subpoena or similar legal process, to protect against fraud, money laundering, and to otherwise cooperate with law enforcement or regulatory authorities or with organizations such as exchanges or clearinghouses.

Except in those specific limited situations or as otherwise permitted by applicable laws and regulations, without your consent, we will not share nonpublic personal information about you with other companies who may want to sell their products and services to you.

For example, we do not sell customer lists and we will not sell your name to a catalogue company or telemarketer.

Limits on Imperial’s Disclosure of Nonpublic Personal Information to Non-Affiliated Third Parties and Your Right to Limit or Opt-Out
Federal law gives you the right to limit or “opt out” only with respect to Imperial’s (i) sharing of information about your creditworthiness with its affiliates for their everyday purposes, (ii) affiliates from using your information to market to you, and (iii) sharing with non-affiliates in order to market to you.

As noted above, we do not disclose your nonpublic personal information for any of the reasons set forth in items (i) – (iii).

How We Protect Information
We maintain physical, electronic and procedural safeguards designed to comply with applicable laws and regulations to guard against loss, misuse, damage or modification and unauthorized access or disclosure of your nonpublic personal information. We have security practices and procedures in place to ensure the confidentiality of the information in accordance with this Privacy Policy. We update and test our technology on a regular basis in order to improve the protection of customer nonpublic personal information. In general, Imperial uses the principal of least privilege when authorizing access to nonpublic personal information. Authorized persons who may be granted access may include, but are not limited to, legal and compliance professionals, account onboarding and operations personnel, account executives, and financial service providers and non-financial companies as previously described.

Privacy and the Internet
Imperial Capital operates a website at www.imperialcapital.com. Portions of this website require users to identify and authenticate themselves prior to accessing certain services. Generally, identification and authentication take place through the use of your user name and a password. Security is a cooperative effort between Imperial and the users of Imperial’s website. Please remember that your user name and password are personal to you and should not be made available to any other person. Also, you should discontinue your use and notify us if you have any reason to suspect that someone else may be using them.

On this website, we may use “cookies” or other technology to gather information about the website usage to help us improve the content, usability and functionality of the website, and to remember your personal settings. “Cookies” are small text files consisting of information stored on your Web browser. This information helps us authenticate you and make it easier for you to navigate the website by, among other things, “remembering” your identity so that you do not have to input your password multiple times as you move between pages or services. You can set your Web browser to inform you when cookies are set, or to prevent cookies from being set. However, if you decline to use cookies, you may experience reduced functionality, and declining to use authentication related cookies may prevent you from using certain services.

Our Former Customers
If your relationship with Imperial ends, Imperial will continue to treat your nonpublic personal information, to the extent we retain it, as described in this Privacy Policy.

Changes to Our Privacy Policy
We reserve the right to change this Privacy Policy at any time to reflect changes in our practices concerning the collection and use of nonpublic personal information. If there are material changes to this Privacy Policy, the revised policy will be effective immediately upon posting to our external website. This version of our Privacy Policy is effective as of December 2023.

Additional Information
If you require further information regarding our privacy policies and practices, please feel free to contact us at compliance@imperialcapital.com or at (310) 246-3700.

The Imperial Capital, LLC Business Continuity Plan outlines our intended response to any events that might significantly disrupt our business. Although we must remain flexible in our response to actual events as they occur — after all, the timing and impact of disasters and disruptions is unpredictable — the following details regarding Imperial’s business continuity plan are hereby made available for your information.

Contacting Us

If after a significant business disruption you cannot contact us as you usually do at 800-929-2299, call our alternative number 310-246-3700 or our New York office number 212-351-9700. If you cannot access us through either of those means, contact our clearing firm, Pershing LLC, at 800-729-6355 for instructions on how it may process trade-related transactions and provide access to funds and securities (including disbursements and/or transfers).

Our Business Continuity Plan

We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.

Our business continuity plan addresses: data back-up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.

Our clearing firm, Pershing LLC, backs up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to restore its own operations and be able to complete existing transactions and accept new transactions and payments within four (4) hours. Your orders and requests for funds and securities could be delayed during this period.

Varying Disruptions

Significant business disruptions can vary in their scope, such as those only limited to our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a remote site when needed and expect to recover and resume business within twenty-four (24) hours. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within twenty-four (24) hours. In either situation, we plan to continue business and notify you through our website at www.imperialcapital.com, e-mail or our customer emergency number, 800-929-2299. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customers’ prompt access to their funds and securities.

For More Information

If you have questions about our business continuity planning, you can contact us at 800-929-2299 or compliance@imperialcapital.com.

You may obtain information about the SIPC, including the SIPC brochure, by contacting them directly at (202) 371-8300 or visiting their website at www.sipc.org.

Imperial Capital Website Important Legal Information
Disclaimer of Warranty and Limitation of Liability

The Research Information provided in this website is directed at and is intended for distribution to Imperial Capital, LLC’s (“Imperial Capital”) institutional clients, retail clients and or qualified guests. By connecting to this website you agree to be bound by the terms and conditions set forth on this page.

Neither the information and/or opinions expressed in the Research Information on this website constitute an offer to buy or sell any securities or financial instruments or provide any investment advice or service. The reports and information contained therein are intended for United States citizens eighteen (18) years of age or older.

Information contained within these reports is “as is” and has not been verified by us. Imperial Capital does not warrant the timeliness, accuracy or completeness of the material made available to you for any particular purpose. Imperial Capital is not agreeing to or required to update any research reports or continue to comment on any particular security; therefore, information presented may not reflect events occurring after the date of publication. All opinions and estimates merely constitute Imperial Capital’s judgement as of the date of the report and are subject to change without notice.

Imperial Capital (or one of its affiliates), its Officers, Directors and/or Employees, will not be liable or have any responsibility for any loss or damage you incur by use of this website or materials contained therein or inability to access the website. Investment in any Company or Entity discussed herein may not be suitable for all investors. By accessing this website, the user acknowledges that Securities discussed herein involve substantial risk and that this type of investment should be purchased by investors* able to accept the risk, including but not limited to the possibility of a complete loss of principal.

Imperial Capital (or persons/entities associated with it) may own or make a market in the securities described in this website, make purchases or sales while the reports are in circulation and/or from time to time perform or solicit investment banking or other services. Further, an Employee, Analyst, Officer, or a Director of Imperial Capital, or its affiliates, may serve as a director for companies mentioned in this Research Information. A portion of research analyst’s compensation is based on investment banking revenues of Imperial Capital.

Imperial Capital and its affiliates make no representation that the companies which issue securities which are the subject of their research reports are in compliance with informational reporting requirements imposed by the Securities Exchange Act of 1934. Sales of securities covered by this report may be made only in those jurisdictions where the security is qualified for sale.

Access to Imperial Capital’s research is for informational purposes only and is not investment advice or an offer by Imperial Capital to buy or sell any security referred to in this Research Information. The investment strategies presented are not suitable for all investors and it is important that you make your own investment decisions based on your personal risk tolerance and investment objectives. By registering for access to this website you represent you (and/or your spouse) are not an employee of a broker/dealer or any other FINRA registered firm or any securities self-regulatory organization. Imperial Capital may discontinue or change your access to the website and may cancel or amend these terms and conditions at any time. Your use of Imperial Capital’s website will be deemed acceptance of these conditions whether or not you actually read these terms and conditions.

Imperial Capital is not responsible for any delays or errors in any information or services you access from the website, or for systems performance or damage to your computer or software as a result of using the website. From time to time access to the website may be limited or unavailable during periods of peak demand or for Imperial Capital to conduct systems maintenance or for other reasons at the discretion of Imperial Capital.

Imperial Capital may monitor your activity on the website, and you agree to waive any right of privacy or confidentiality you may have with respect to such activity and any information you provide to Imperial Capital through this website.

Imperial Capital will not accept e-mail instructions to a) buy or sell any security at any time, b) change any personal information or change address information.

The Research Information contained on this website may not be reproduced, stored in a retrieval system, or transmitted in any form without the prior written consent of Imperial Capital.

*Who understand the sophisticated nature of the securities discussed.

Important Information About Opening a New Account

In order to help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies every person who opens an account. The following addresses some key questions about the Customer Identification Program at Imperial Capital, LLC.

What kind of information will I need to provide?

When you open an account, Imperial Capital is required to collect your:

What happens if I don’t provide the information requested or my identity cannot be verified?

Imperial Capital may not be able to open your account or carry out transactions for you.

SEC Rule 605:

Imperial Capital, LLC does not accept covered orders under SEC Rule 605,
and therefore has no covered order data to report for the prior reporting period.

SEC Rule 606 (Rule 6):

Imperial Capital, LLC does not accept covered orders covered under SEC Rule 606(a)1 therefore no report is prepared or published. If you wish to obtain a copy of where your orders were executed and the amount of fees received or charged by Imperial Capital, LLC regarding your orders under SEC Rule 606(b)(3), please contact your account representative.

Legacy SEC Rule 606 data prior to January 2020 can be obtained at www.tagaudit.com

To Our Clients

You should be aware that Imperial Capital may trade for its own account at prices that would satisfy your order (without executing your order) if: (i) you are an institutional investor; or (ii) you are an individual investor who places orders of 10,000 shares or more that are greater than $100,000 in value. Pursuant to Rule 5320 as described below, you may choose to “opt in” to the protections of Rule 5320 and disallow Imperial Capital from trading ahead of your orders.

FINRA Rule 5320 provides that a broker-dealer that accepts and holds an order in an equity security from its own customer or customer of another broker-dealer is prohibited from trading that security on the same side of the market for its own account at a price that would satisfy the customer order, unless it immediately thereafter executes the customer order up to the size and at the same or better price at which it traded for its own account.

With respect to orders for institutional accounts, or for orders of 10,000 shares or more that are greater than $100,000 in value, a broker-dealer is permitted to trade a security on the same side of the market for its own account at a price that would satisfy such customer order, provided that the broker-dealer has provided clear and comprehensive written disclosure to such customer at account opening and annually thereafter that:

If you choose to “opt in” to these protections, you must notify the Imperial Capital Compliance Department in writing at 10100 Santa Monica Blvd., Suite 2400, Los Angeles, CA 90067, (310) 246-3700 or at compliance@imperialcapital.com

(For Pre-Market & Post-Market Trading Sessions)

Additional risks associated with trading in pre-market and post-market trading include:

Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, orders may only be partially executed, or not at all.

Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, orders may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular market hours.

Risk of Changing Prices. The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours.

Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours trading system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system.

Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.

Risk of Wider Spreads. The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.

Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value (IIV). For certain derivative securities products, an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the extended trading hours, an investor who is unable to calculated implied values for certain derivative securities products in extended trading hours may be at a disadvantage to market professionals.

FINRA Conduct Rule 2280 requires the following information be provided to you:

The FINRA Public Disclosure Program hotline number is (800) 289-9999; the FINRA Website address is www.finra.org.

FINRA has an investor brochure available that includes information describing the public disclosure program.

National Instrument 24-101 – Trade Matching and Settlement Statement

The Canadian Securities Administration (“CSA”) implemented National Instrument 24-101 as a rule (the “Rule”). The Rule requires that all parties to a Delivery versus Payment or Receive versus Payment transaction have policies and procedures in place to achieve matching on the trade date after the date that such trade is executed. It also requires that all parties have established, maintained and enforced policies and procedures designed to achieve trade matching in accordance with NI 24-101.

This Trade-Matching Statement is being provided in accordance with National Instrument 24-101-“Institutional Trade Matching and Settlement” and Companion Policy 24-101CP (the “National Instrument”). Imperial Capital, LLC confirms that we have established, maintain, and enforce policies and procedures designed to achieve matching in accordance with the National Instrument.

Imperial Capital, LLC

Imperial Capital is a full-service investment bank offering a uniquely integrated platform of comprehensive services to institutional investors and middle market companies. We offer sophisticated sales and trading services to institutional investors and a wide range of investment banking advisory, capital markets and restructuring services to middle market corporate clients. We also provide proprietary research across an issuer’s capital structure, including bank debt, debt securities, hybrid securities, preferred and common equity and special situations claims. Our comprehensive and integrated service platform, expertise across the full capital structure, and deep industry sector knowledge enable us to provide clients with superior advisory services, capital markets insight, investment ideas and trade execution. We are quick to identify opportunities under any market conditions and we have a proven track record of offering creative, proprietary solutions to our clients.

Imperial Capital’s market expertise and research coverage include the following sectors: Aerospace, Defense & Government Services, Airlines & Transportation, Business Services, Clean Energy, Consumer, Energy, Financial Services, Gaming & Leisure, General Industrials, Healthcare, Homebuilding & Real Estate, Media & Telecommunications, Security & Homeland Security and Technology.

Imperial Capital has three principal businesses: Investment Banking, Institutional Sales & Trading and Institutional Research.

International Dealer Notification and Exemption

As you may be aware, Imperial Capital, LLC (“Imperial”) was historically registered as a “restricted dealer” in Canada, under terms and conditions that permitted Imperial to trade in securities of both Canadian and non-Canadian issuers with Canadian “permitted clients”. The terms and conditions of the “restricted dealer” registration also caused the registration to expire as of July 11, 2015.

Currently, Imperial is relying on the “international dealer exemption” under section 8.18 of Canadian National Instrument “NI 31-103” Registration Requirements, Exemptions and Ongoing Registrant Obligations in each Canadian province.

If Imperial is trading with you in reliance upon the international dealer exemption, Imperial is subject to trading restrictions, including, with certain exceptions, trading only in securities of non-Canadian issuers with “permitted clients” resident in Canada.

This serves to put you on notice that you should place orders with another Canadian dealer for securities of Canadian issuers in accordance with NI 31-103. Imperial can continue to transact in securities of Canadian issuers with Canadian IIROC dealers and in securities of non-Canadian issuers with Canadian permitted clients.

If Imperial considers you a permitted client under NI 31-103 with which it can transact under the “international dealer exemption”, Imperial makes the following representations;