Statement of
Policies of Tera Capital Corporation
Regarding
Section 223 of the Regulations
Of the Securities Act (Ontario)
The securities
laws of the Province of Ontario require securities
dealers and advisers, when they trade in or advise with
respect to their own securities or securities of certain
other issuers to which they, or certain other 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 advisers, prior
to trading with or advising their customers or clients,
to inform them of the relevant relationships and
connections with the issuer of the securities. Clients
and customers should refer to the applicable provisions
of these securities statutes for the particulars of
these rules and their rights or consult with a legal
adviser.
The following is a full and complete statement of the
policies of Tera Capital Corporation regarding the
activities in which it is prepared to engage as an
investment counsel/portfolio manager in respect of
securities of related issuers of Tera Capital
Corporation and, in the course of a distribution, of
securities of connected issuers of Tera Capital
Corporation.
Important
Concepts
“Related
party” — A party is related to us if, through the
ownership of or direction or control over voting
securities, we exercise a controlling influence over
that party or that party exercises a controlling
influence over us.
“Connected party” — A party is connected to us if, due
to indebtedness or certain other relationships, a
prospective purchaser of securities of the connected
party might question our independence from that party.
“Associated party” — An associated party is either a
related party or another party in a close relationship
with us, such as one of our partners, salesman,
directors or officers.
It is the
policy of Tera Capital Corporation that, subject always
to compliance with the provisions from time to time of
applicable securities and corporate legislation,
regulations and policies and to the terms of its
registration, Tera Capital Corporation is prepared to
engage in the following activities in respect of
securities of its related issuers and, in the course of
a distribution, in respect of securities of connected
issuers:
a) act as principal or agent in sales or purchases to,
from or on behalf of clients;
b) act as an adviser; and
c) make recommendations
List of
Related Parties
As of July
1, 2006 there were no Related parties to Tera Capital
Corporation (“TERA”) that are a reporting company or
that have distributed securities outside of Ontario on a
basis that, if they had done so in Ontario, would have
made them reporting issuers and does not have any
connected issuers.
TERA’s Use
of Mutual Funds and Limited Partnerships
Investment
management services are provided by TERA to many of its
clients through the use of mutual funds and limited
partnerships. The funds are not reporting companies.
TERA has a relationship with the persons or companies
listed below. TERA or its directors, officers, or other
employees may, from time to time, recommend that you
trade in a security issued by these listed persons or
companies. If you require further information concerning
the relationship between TERA and these listed persons
or companies, please contact us.
Tera Capital Venture Trust
Tera Capital Limited Partnership #2 (Global Innovation Fund)
Relationships with Non-Reporting Companies
TERA is
majority owned by Howard Sutton.
Relationships with Connected Issuers
Tera Capital acts
as the investment manager to theFunds. Tera Capital may also
act as distributer of the Funds. Accordingly, Tera Capital,
the General Partner, Tera Capital LP#2 and the Tera Capital
Venture Trust are connected issuers.
Tera Capital earns fees in acting as the investment manager
of the Funds but there are no commissions payable to Tera
Capital on the sale of the units of the Funds.
Copies of, or revisions or amendments to, this statement
of policy will be provided to each client in accordance
with applicable law.
July 1, 2006
Section 223 of the Ontario Securities Rules
TERA CAPITAL
CORPORATION
STATEMENT OF
POLICIES OF TERA CAPITAL CORPORATION
FAIRNESS POLICY IN THE ALLOCATION OF
INVESTMENT OPPORTUNITIES
(pursuant to Section 115 of the Regulation under the
Securities Act (Ontario))
Subsection 115 of the Regulation made under the
Securities Act (Ontario) requires us to maintain
Standards directed to ensuring fairness in the
allocation of investment opportunities among our
Clients and a copy of the policies established is to be
furnished to each client and filed with the
Ontario Securities Commission.
This statement is with respect to investment counseling
and portfolio management services to be provided by us
to our clients.
In the course of providing investment counseling and
portfolio management services to our
clients, allocation of price and commission when trades
are bunched or blocked must be made at the average price.
There are also occasions when the quantity of a security
available at a specified price is insufficient to satisfy the
requirements of every client for which the security
would be suitable (example: a block trade that is
partially filled). Occasions also arise when the
quantity of a security to be sold by two or more clients
is too large to be completed at the same price.
Similarly, new issues of a security, including initial
public offerings and “hot issues”, may be insufficient
to satisfy the requirements of all clients for which
such securities would be suitable.
Under such conditions, it is our firm’s policy to
allocate, insofar as it is possible, such purchases
or sales pro rata based upon the interest of each
account participating in the trade in relation to the
interests of all other participating accounts. Where it
is impossible even then to ensure complete fairness,
every effort will be made to address any trading
inequities at the next opportunity so that every client,
large or small, over time, receives equitable treatment
in the filling of orders.
Tera Capital and its employees may co-invest at the same
time and on the same terms as its clients and Tera Capital
has instituted pre-approval procedures in respect of trades
by its employees. The trades of Tera Capital or its
employees will not be allocated a pro-rata sahre of these
trades before client trades are completely filled.
TERA CAPITAL
CORPORATION
PRIVACY POLICY
The privacy of our investors is very important to us. Set
forth below are our policies with respect to personal information of
subscribers, investors that we collect, use and disclose.
In connection with the offering and sale of units (the
“Units”) of the Tera Capital Funds (the “Funds”), we collect and maintain
personal information about subscribers. We collect your personal information to
enable us to provide you with services in connection with your investment in
the Fund, to meet legal and regulatory requirements and for any other purpose
to which you may consent in the future. Your personal information is collected
from the following sources:
(a) subscription
agreements or other forms that you submit to us;
(b) your
transactions with us; and
(c) meetings and telephone conversations with you.
Unless you otherwise advise, by providing us with your
personal information you have consented to our collection, use and disclosure
of your information as provided herein and as provided in the trust indenture
and limited partnership documents governing the Funds.
We collect and maintain your personal information in order
to give you the best possible service and allow us to establish your identity,
protect us from error and fraud, comply with the law and access your
eligibility in our products.
We may disclose your personal information to third parties,
when necessary, in
connection with services we provide related to you purchase of Units of the
Funds, including:
(a) financial
service providers, such as banks and others use to finance or facilitate
transactions by, or operations of, the Fund;
(b) other
service providers to the Fund, such as accounting, legal, or tax preparation
services; and
(c) taxation and regulatory authorities and agencies.
We seek to carefully safeguard your personal information
and, to that end, restrict access to personal information about you to those employees and other
persons who need to know the information to enable the Funds to provide
services to you. Each Tera Capital Corporation employee is responsible for
ensuring the confidentiality of all personal information they may access.
Your personal information is maintained on our networks or
on the networks of our service providers accessible at 366
Adelaide St. East, Suite 337, Toronto, ON
M5A 3X9. Your information may
also be stored on a secure off-site storage facility. You may access your
personal information to verify its accuracy, to withdraw your consent to any of
the foregoing collections, uses and/or disclosures being made of your personal
information and may update your information by contacting Tera Capital
Corporation at the following number: 416-368-8372. Please note that your
ability to participate in the Funds may be impacted should you withdraw your
consent to the collection, use and disclosure of your personal information as
outlined above.
Tera Capital Corporation reserves the right to modify or
supplement its Privacy policy at any time. If we make a change to the Privacy
Policy, we will post such changes on our website.
July 1, 2006 |