INVESTMENT ADVISOR SUBSCRIPTION · PDF fileA completed Subscription form must be sent by fax...
Transcript of INVESTMENT ADVISOR SUBSCRIPTION · PDF fileA completed Subscription form must be sent by fax...
INVESTMENT ADVISOR SUBSCRIPTION PROCEDURE 1. Ensure that the subscription agreement has been completed in FULL by the subscriber
2. A Subscription Agreement must be signed by your client, prior to any trades being made. 3. All purchases for the Alternative Strategies, Asset-Based Lending/Factoring &
Alternative Credit Funds must be placed by the Dealer along with the completed and signed Subscription Document. It should be noted that the Funds are valued on the last business day of the month. Subscriptions can be placed at any time during the month and will be processed on the valuation date.
a. If you are subscribing as an Accredited Investor, you must check the applicable box
on the (Schedule A Certificate of Accredited Investor page) b. Please Note: If a corporation is subscribing as an Accredited Investor, it must meet
the definition of “Accredited Investor’ applicable to corporations (Articles of Incorporation are also required). Please contact your registered dealer if you require further clarification
c. Please be sure to sign page Schedule A. Sign Schedule B or Schedule C if applicable All inquiries regarding the placement or settlement of trades should be directed to RBC Investor & Treasury Services (our back office) at 416-955-5885 or 1-877-874-0899 or contact [email protected]
IMPORTANT NOTE: A completed Subscription form is required for all purchases of Ninepoint Partners Hedge Funds. Ninepoint Partners LP requires the Subscription forms to be sent in before the last business day of the month. If the Subscription forms are not received in good order, by 4 PM EST on the third business day following month end, it is understood and agreed that the purchase of the Fund may be cancelled.
A completed Subscription form must be sent by fax or mail or email [email protected]
RBC Investor & Treasury Services
c/o Ninepoint Partners LP Attn: Imaging Dept.
155 Wellington St West 3rd Floor Toronto, Ontario M5V 3L3
Fax: 416-362-0993 Toll-free Fax: 1-888-362-0993
SPROTT BRIDGING INCOME FUND LP- SUBSCRIPTION FORM
ITEM 1. SUBSCRIBER INFORMATION
(the person or entity identified in this Item 1 being hereinafter referred to as the “Subscriber”)
If the
Subscriber
is an
Individual:
Surname First Name Middle Initial(s)
Address City Province Postal Code
Telephone (Home) Telephone (Business) Fax Number E-mail Address
Date of Birth Social Insurance Number Employer’s Name and Address
If the
Joint
Subscriber
(if any) is
an
Individual:
Surname First Name Middle Initial(s)
Address City Province Postal Code
Telephone (Home) Telephone (Business) Fax Number E-mail Address
Date of Birth Social Insurance Number Employer’s Name and Address
If the
Subscriber
is an
Entity:
Name of Entity
Address City Province Postal Code
Telephone (Business) Fax Number E-mail Address
Date of Incorporation or Formation Business Identification Number
** Entities must provide a notarized copy of its articles of incorporation, partnership agreement, trust agreement or other constating
document.
Registration Instructions: (If there are no instructions below, the Units will be registered in the name of the Subscriber as set out above).
Name: Account Reference:
Address:
ITEM 2. SUBSCRIPTION INFORMATION
Initial Subscription Amount: $
Additional Subscription Amount: $
Class of Units Purchased (check one): Class A Class F Class I
Number and kind of securities of the Fund presently held, directly or indirectly, if any:
State whether Subscriber is an Insider* of the
Fund: Yes No
State whether Subscriber is a Registrant under applicable securities legislation:
Yes No
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ITEM 3. SECURITIES LAW EXEMPTIONS
The Subscriber hereby confirms that he, she or it is acting for the Subscriber’s own account and is purchasing the Units as principal,
to be held for investment purposes only and not with a view to resale, and is one of the following (check the appropriate box):
Accredited Investor
an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus Exemptions or Section 73.3 of
the Securities Act (Ontario) (Accredited investors must complete the Certificate of Accredited Investor set out in Schedule
“A” attached hereto and in certain cases, the Form for Individual Accredited Investors set out in Schedule “C” attached
hereto); or
$150,000 Minimum Amount Investment
not an individual, making a firm commitment to invest an aggregate initial investment amount of at least $150,000; or
Subsequent Top-up Investment
purchasing Units with an aggregate acquisition cost of less than $150,000, but has already purchased and continues to own
Units which have an aggregate initial acquisition cost or current Net Asset Value equal to at least $150,000.
ITEM 4. SIGNATURE OF THE SUBSCRIBER
The Subscriber hereby certifies that the Subscriber has read this Subscription Form and the Offering Memorandum (as hereinafter
defined) and irrevocably subscribes for such number of Units of Sprott Bridging Income Fund LP as may be purchased with the
subscription amount set out above and subject to the terms and conditions set out in this Subscription Form and the Offering
Memorandum as of this __________ day of ___________________________, 20_____.
If the Subscriber is an Individual:
Signature of the Subscriber
Signature of Witness
Name of the Subscriber Name of Witness
If the Joint Subscriber, if any, is an Individual:
Signature of the Joint Subscriber
Signature of Witness
Name of the Joint Subscriber Name of Witness
If the Subscriber is a Corporation, a Partnership or a Trust:
Name of Entity
By:
Signature
Name and Title of Authorized Signatory
ITEM 5. ACCEPTANCE
The foregoing subscription of Units by the Subscriber is hereby confirmed and accepted by SB Fund GP Inc. on behalf of Sprott
Bridging Income Fund LP on the day of , 20 .
SPROTT BRIDGING INCOME FUND LP,
by its general partner, SB Fund GP Inc.
By:
Name:
Title:
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(General Partner Only)
Subscription Amount: $
Valuation Date:
Net Asset Value Per Unit: $
Number of Units Issued:
Refund, if any: $
ITEM 6. FOR THIRD PARTY DEALER TO COMPLETE
By submitting this completed Subscription Agreement to the General Partner, the Subscriber's agent hereby acknowledges and
confirms that it has fulfilled all relevant "know-your-client", suitability and anti-money laundering obligations that it owes to the
Subscriber and under applicable securities legislation or other laws. It also confirms that it (i) has taken reasonable steps to verify
that the Subscriber qualifies for the Accredited Investor Exemption (if applicable), (ii) will retain, for a minimum of eight years,
all necessary documents to demonstrate such verification, and (iii) will provide copies of such documentation to the General
Partner upon request. The Subscriber’s Agent represents and warrants to the General Partner and the Partnershipi that: (i) it is a
Reporting Canadian Financial Institution for the purposes of the Foreign Account Tax Compliance Act (FATCA) and a
Reporting Financial Institution for the purposes of the Common Reporting Standard (CRS); (ii) it maintains a client name
account for the Subscriber in respect of the Subscriber’s investment in the Partnership; (iii) it will comply with all of its due
diligence obligations under FATCA and CRS with respect to the Subscriber as its client; (iv) it will make all necessary reports
with respect to the client name account for the Subscriber if such account is determined to be a U.S. Reportable Account for the
purposes of FATCA or a Reportable Account for the purposes of CRS; and (v) it will provide to the General Partner information
regarding the Subscriber as the General Partner may reasonably request from time to time.
_______________________________________________ Name of Subscriber’s Agent (Firm Name)
X___________________________________________ Signature of Subscriber’s Agent
_______________________________________________ Name and ID No. of Account Representative
________________________________________________ Telephone Number of Account Representative
________________________________________________ Email Address of Account Representative
SPROTT BRIDGING INCOME FUND LP
General
Reference is made to the confidential offering memorandum dated October 10, 2017 (the “Offering
Memorandum”) of Sprott Bridging Income Fund LP (the “Partnership”) relating to the offering of Class A, Class
F and Class I limited partnership units of the Partnership (collectively, the “Units”). Terms denoted herein with
initial capital letters and not otherwise defined herein shall have the meaning ascribed to such terms in the Offering
Memorandum.
The Subscriber acknowledges that participation in the Partnership is subject to acceptance of this subscription
(“Subscription”) by SB Fund GP Inc. (the “General Partner”), the general partner of the Partnership, and to
certain other conditions as set forth in the Offering Memorandum and an amended and restated limited partnership
agreement of the Partnership dated as of February 27, 2015 (the “Limited Partnership Agreement”), as amended,
restated or supplemented from time to time. The Subscriber hereby agrees that this Subscription is given for
valuable consideration and shall not be withdrawn or revoked by the Subscriber. In full payment of the aggregate
subscription price for such Units (the “Subscription Amount”) indicated on the cover page of this subscription
form (the “Subscription Form”), the Subscriber (i) tenders herewith a cheque made payable to “Sprott Bridging
Income Fund LP” in the sum of the Subscription Amount; or (ii) has made alternative payment arrangements that
are acceptable to the General Partner in its sole discretion.
The acceptance of this Subscription shall be effective upon the deposit of a written confirmation addressed and
delivered to the Subscriber either by (i) mail to the Subscriber’s address indicated on the cover page of this
Subscription Form, or (ii) facsimile to the number indicated on such page. If the Subscription is not accepted by the
General Partner, it is understood and agreed by the Subscriber that the Subscription Amount for the Units shall be
promptly returned to the Subscriber, without interest or deduction, either by courier or mail delivery to the
Subscriber at the address indicated on the cover page of this Subscription Form. If the Subscription is accepted by
the General Partner only in part, that portion of the Subscription Amount for the Units which is not accepted will be
promptly returned to the Subscriber, without interest, either by courier or mail delivery to the Subscriber at the
address indicated on the cover page of this Subscription Form.
The Subscriber shall become a party to the Limited Partnership Agreement upon acceptance of this
Subscription and the Subscriber acknowledges execution of the Limited Partnership Agreement by the
General Partner on behalf of the Subscriber. The Subscriber acknowledges that there is a possibility that Limited
Partners of the Partnership may lose their limited liability to the extent that principles of law recognizing the
limitation of liability of limited partners have not been authoritatively established with respect to limited
partnerships formed under the laws of one jurisdiction but operating, owning property or incurring obligations in
another jurisdiction.
Representations, Warranties, Acknowledgments and Covenants
By executing this Subscription Form, the Subscriber hereby represents, warrants, acknowledges and covenants to,
and in favour of, the Partnership and the General Partner as follows:
1. if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary
corporate capacity and authority to execute and deliver this Subscription and to observe and perform its
covenants and obligations hereunder and has taken all necessary corporate action in respect thereof. If the
Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the
necessary legal capacity and authority to execute and deliver this Subscription and to observe and perform
its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof. If the
Subscriber is a natural person, he or she has attained the age of majority and has the legal capacity and
competence to execute this Subscription and to take all actions required pursuant thereto;
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2. if the Subscriber is not an individual, the Subscriber has not been formed, created, established or
incorporated for the purpose of permitting the purchase of the Units without a prospectus, and the
Subscriber agrees to promptly provide such information to the General Partner respecting its date of
formation, its primary business purpose and/or the number of members, partners, beneficiaries or
shareholders as the General Partner may reasonably request;
3. if applicable, if the Subscriber is subscribing for Units in reliance on the minimum amount investment
exemption set out in section 2.10 of National Instrument 45-106 Prospectus Exemptions, the Subscriber is
(i) not an individual, and (ii) not created or used solely to purchase or hold securities in reliance of such
minimum amount investment exemption; and (iii) the aggregate initial acquisition cost to the Subscriber of
the Units is not less than $150,000;
4. this Subscription will constitute a legal, valid and binding agreement of the Subscriber which shall be
enforceable against the Subscriber in accordance with its terms;
5. the entering into of this Subscription and the transactions contemplated hereby will not result in the
violation of any terms or provisions of any law applicable to, or the constating documents of, the
Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the
Subscriber is or may be bound;
6. the Subscriber is a resident of, or is otherwise subject to, the securities laws of the jurisdiction referred to
under “Subscriber Information” on the cover page of this Subscription Form, being one of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia,
Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut or Yukon, which
address is the residence or place of business of the Subscriber and the Subscriber is not purchasing the
Units for the account or benefit of any person in any jurisdiction other than such jurisdiction;
7. the Subscriber confirms that: (a) the Subscriber was not offered the Units in the United States; (b) the
Subscriber did not execute or deliver this Subscription Form in the United States; and (c) the authorized
representative of the Subscriber that originated the buy order on the Subscriber’s behalf was not in the
United States when the buy order was originated;
8. the Subscriber is not (a) a “non-Canadian” within the meaning of the Investment Canada Act or a “non-
resident” of Canada within the meaning of the Income Tax Act (Canada) (the “Tax Act”); (b) a “tax
shelter”, a “tax shelter investment” or a person or an entity an investment in which would be a “tax shelter
investment”, all within the meaning of the Tax Act; or (c) a partnership which does not contain a
prohibition against investment by persons or entities referred to in the foregoing paragraphs (a) and (b);
and, in the event that the Subscriber’s status in this respect changes, the Subscriber hereby undertakes to
immediately notify the General Partner in writing of such change in status;
9. the Subscriber has received, read and fully understands the Limited Partnership Agreement and the
Offering Memorandum and, in particular, those investment considerations described under the heading
“Risk Factors” in the Offering Memorandum and agrees to be bound by, and comply with, the terms and
conditions of the Limited Partnership Agreement, the Offering Memorandum and any applicable securities
legislation, order, rule or policy of any relevant securities regulatory authority concerning the purchase,
holding and resale of the Units;
10. the Subscriber has sufficient investment knowledge and experience in financial and business affairs as to:
(i) be capable of evaluating the merits and risks of an investment in the Partnership, (ii) understand and
appreciate the sophisticated nature of this investment, and (iii) be able to bear the economic risk of loss of
this investment. The Subscriber has had the opportunity to ask and have answered any and all questions
which the Subscriber may have in relation to the business and affairs of the Partnership, the Units and the
Subscription hereby made;
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11. the Subscriber has been given the opportunity to obtain independent legal advice and has either done so or
chosen to not obtain such advice. The Subscriber acknowledges that he, she or it is responsible for
obtaining such legal advice as the Subscriber considers appropriate in connection with the execution,
delivery and performance by the Subscriber of this Subscription and the transactions contemplated
hereunder;
12. the Subscriber acknowledges that, upon acceptance of this Subscription by the General Partner, the
Subscription Amount provided by the Subscriber will be managed by Bridging Finance Inc. (“BFI”), on
behalf of the Partnership, on a discretionary basis in accordance with the investment objective, strategies
and restrictions described in the Offering Memorandum and the Subscriber hereby confirms that such
investment is consistent with the Subscriber’s current investment objectives;
13. the Subscriber understands that management and control of the Partnership is vested in the General Partner
and that the Subscriber will have no right to participate in the management of the Partnership;
14. the Subscriber is aware that there are securities and tax laws applicable to the holding and disposition of the
Units and has been given the opportunity to seek professional advice in respect of such laws and is not
relying solely upon information from the Partnership, the General Partner, Ninepoint Partners LP
(“Ninepoint”), BFI or, where applicable, their respective partners, directors, officers, employees or agents;
15. the purchase of the Units is subject to one or more exemptions from certain requirements contained in
securities legislation and that, under such legislation, the Units may not be resold by the Subscriber except
in compliance with, or pursuant to a particular exemption from, the prospectus and registration
requirements of such legislation;
16. the Subscriber understands that (i) there is no right to demand any distribution from the Partnership, other
than by the redemption of Units pursuant to the terms and procedures described in the Offering
Memorandum and the Limited Partnership Agreement, including the consent of the General Partner, (ii) it
is not anticipated that there will be any public market for the Units, and (iii) it may not be possible to sell or
dispose of Units (although Units may be redeemed in the manner described in the Offering Memorandum
and the Limited Partnership Agreement);
17. the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined
under applicable securities legislation) in the affairs of the Partnership that has not been generally disclosed
to the public, save knowledge of this particular transaction;
18. the Subscriber will execute and deliver all documentation as may be required by applicable securities
legislation or by the Partnership or the General Partner, as the case may be, to permit the purchase of the
Units on the terms herein set forth and will deliver such releases or any other documents for income tax
purposes, if any, as from time to time may be required by the General Partner;
19. no prospectus has been filed with any securities commission or other securities regulatory authority in
connection with the issuance of the Units, such issuance is exempted from the prospectus requirements of
applicable securities legislation; and (a) the Subscriber is restricted from using the civil remedies available,
(b) the Subscriber may not receive information that would otherwise be required to be provided, and (c) the
Partnership is relieved from certain obligations that would otherwise apply, under certain applicable
securities legislation which would otherwise be available if the Units were sold pursuant to a prospectus;
20. the transferability and/or redemption of Units is limited as more particularly set forth in the Limited
Partnership Agreement and the Offering Memorandum, and by applicable securities legislation, and the
Subscriber shall not knowingly transfer the Subscriber’s Units in whole or in part to any person or entity
who is not able to make the representations, warranties, acknowledgments and covenants contained in this
Subscription Form;
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21. the Subscriber acknowledges that the investment portfolio and trading procedures of the Partnership are
proprietary to the Partnership and agrees that all information relating to such investment portfolio and
trading procedures shall be kept confidential by such Subscriber and will not be disclosed to third parties
(excluding the Subscriber’s professional advisors) without the prior written consent of the General Partner;
and
22. this Subscription Form is not transferable or assignable by the Subscriber.
Survival of Representations, Warranties, Acknowledgments and Covenants
The representations, warranties, acknowledgments and covenants of the Subscriber contained in this Subscription
Form and the Limited Partnership Agreement are made by the Subscriber with the intent that they be relied upon by
the Partnership and the General Partner in determining the Subscriber’s eligibility to purchase and hold the Units,
and the Subscriber hereby agrees that such representations, warranties, acknowledgments and covenants shall
survive the Subscriber’s purchase of the Units. In addition, the Subscriber undertakes to notify immediately the
Partnership or the General Partner at their addresses set forth in the Offering Memorandum of any change in any
representation, warranty, acknowledgment, covenant or other information relating to the Subscriber set forth in this
Subscription Form and the Limited Partnership Agreement.
Indemnity
The Subscriber hereby agrees to indemnify and hold harmless the Partnership, the General Partner and their
respective partners, directors, officers, employees or agents against all losses, claims, costs, expenses and damages
or liabilities which they may suffer or incur or cause arising from reliance upon the representations, warranties,
acknowledgments and covenants of the Subscriber made to the Partnership or the General Partner, as the case may
be, pursuant to this Subscription Form and the Limited Partnership Agreement.
Power of Attorney
In consideration of the General Partner accepting this Subscription and conditional thereon:
1. the Subscriber agrees to be bound as a Limited Partner in the Partnership by the terms of the Limited
Partnership Agreement in effect and the Subscriber hereby expressly ratifies and confirms the power of
attorney given to the General Partner therein; and
2. the Subscriber hereby irrevocably nominates, constitutes and appoints the General Partner, with full power
of substitution, as the Subscriber’s agent and true and lawful attorney to act on the Subscriber’s behalf,
with full power and authority in the Subscriber’s name, place and stead to:
(a) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices in any
jurisdictions where the General Partner considers it appropriate any and all of:
(i) the Limited Partnership Agreement, and any amendment, change or modification thereto
from time to time made in accordance with its terms, and all declarations and other
instruments or documents required to continue and keep in good standing the Partnership
as a limited partnership in the Province of Ontario;
(ii) all documents on behalf of the Subscriber and in the Subscriber’s name as may be
necessary to give effect to the sale or assignment of a Unit or to give effect to the
admission of additional or substituted Limited Partners or a transferee of Units as a new
Limited Partner of the Partnership as required by and/or subject to the terms and
restrictions of the Limited Partnership Agreement;
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(iii) all conveyances and other instruments or documents required in connection with the
dissolution and liquidation of the Partnership subject to the terms and restrictions of the
Limited Partnership Agreement, including cancellation of any declaration of the
Partnership and the distribution of the assets of the Partnership;
(iv) all other instruments and documents on the Subscriber’s behalf and in the Subscriber’s
name or in the name of the Partnership as may be deemed necessary by the General
Partner to carry out fully the Limited Partnership Agreement in accordance with its
terms; and
(v) all elections, determinations or designations under the Tax Act or any other taxation or
other legislation or laws of like import in respect of the affairs of the Partnership or of the
Subscriber’s interest in the Partnership; and
(b) execute and file with any government body any documents necessary and appropriate to be filed in
connection with the business, property, assets and undertaking of the Partnership or in connection
with the Limited Partnership Agreement.
The power of attorney granted herein and in the Limited Partnership Agreement is irrevocable and is a power
coupled with an interest and survives the assignment by the Subscriber of the whole or any part of the interest of the
Subscriber in the Partnership and extends to the heirs, executors, administrators, successors, assigns and other legal
representatives of the Subscriber, and shall survive the dissolution, death or mental disability of the Subscriber until
notice of dissolution, death or mental disability is delivered to the General Partner, and may be exercised by the
General Partner on behalf of each Limited Partner, including the Subscriber, by executing an instrument with a
single signature as attorney and agent for all of them. In accordance with the Substitute Decisions Act, 1992
(Ontario), the Subscriber declares that these powers of attorney may be exercised during any legal incapacity or
mental disability on the part of the Subscriber and that the Public Trustee of Ontario shall not become the statutory
guardian of property of the Subscriber in respect of the interest of the Subscriber in the Partnership. The Subscriber
agrees to be bound by any representation or action made or taken by the General Partner pursuant to such power of
attorney and hereby waives any and all defences which may be available to contest, negate or disaffirm the action of
the General Partner taken in good faith under such power of attorney.
This power of attorney shall continue in respect of the General Partner so long as it is the general partner of the
Partnership, and shall terminate thereafter, but shall continue in respect of a new general partner as if the new
general partner were the original attorney.
Statutory and Contractual Rights of Action
Subscribers resident in certain provinces and territories of Canada are entitled by applicable securities legislation to
certain rights of action for damages or rescission as described in the Offering Memorandum. Such rights of action
for damages or rescission shall be exercised by delivery of a notice in writing by the Subscriber to the Partnership at
the address listed in the Offering Memorandum (or at such other address as the Partnership may direct from time to
time) within the time limits set forth in the Offering Memorandum.
Anti-Money Laundering Legislation
In order to comply with Canadian legislation aimed at the prevention of money laundering, the General Partner
and/or Ninepoint may require additional information concerning Subscribers from time to time and the Subscriber
agrees to promptly provide all such information upon request. The Subscriber acknowledges that if any person, as a
result of any information or other matter which comes to the General Partner’s or Ninepoint’s attention, any partner,
director, officer or employee of the General Partner or Ninepoint, or their respective professional advisors, knows or
suspects that a Subscriber is engaged in money laundering, such person is required to report such information or
other matter to the Financial Transactions and Reports Analysis Centre of Canada and such report shall not be
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treated as a breach of any restriction upon the disclosure of confidential information imposed by Canadian law or
otherwise.
Privacy Policy
Attached as Schedule “B” is a copy of the Privacy Policy of the Partnership. By the Subscriber’s execution of this
Subscription Form, the Subscriber hereby confirms that he, she or it has read the Privacy Policy of the Partnership
and consents to the collection, use and disclosure of the Subscriber’s personal information in accordance with such
policy.
Governing Law
This Subscription Form, including the power of attorney contained herein, shall be governed by, and construed in
accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. By the
Subscriber’s execution of this Subscription Form, the Subscriber irrevocably attorns to the jurisdiction of the courts
of the Province of Ontario.
Language
The parties hereto confirm their express wish that this Subscription Form, including the power of attorney contained
herein, and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.
Les parties reconnaissent leur volonté expresse que ce formulaire de souscription ainsi que tous les documents et
contrats s’y rattachant directement ou indirectement soient rédigés en anglais.
SCHEDULE “A”
CERTIFICATE OF ACCREDITED INVESTOR
TO: Sprott Bridging Income Fund LP (the “Partnership”)
AND TO: SB Fund GP Inc. (the “General Partner”)
In connection with the purchase by the undersigned purchaser and joint purchaser (each, a “Subscriber”) of units of the Partnership, the
Subscriber or the undersigned on behalf of the Subscriber, as the case may be, certifies for the benefit of the General Partner and the
Partnership that the Subscriber is an “accredited investor” (as such term is defined in National Instrument 45-106 Prospectus Exemptions
(“NI 45-106”) or Section 73.3 of the Securities Act (Ontario)) as indicated below. In addition, a Subscriber checking boxes (j), (k) or (l)
below must also complete and sign Schedule “C”:
PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY:
(a) a Canadian financial institution, or a Schedule III bank;
(b) the Business Development Bank of Canada incorporated under the Business Development Bank
of Canada Act (Canada);
(c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting
securities of the subsidiary, except the voting securities required by law to be owned by directors
of that subsidiary;
(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or a
dealer;
(e) an individual registered or formerly registered under the securities legislation of a jurisdiction of
Canada as a representative of a person referred to in paragraph (d);
(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other
than an individual formerly registered solely as a representative of a limited market dealer under
one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
(f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or
wholly owned entity of the Government of Canada or a jurisdiction of Canada;
(g) a municipality, public board or commission in Canada and a metropolitan community, school
board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal
management board in Québec;
(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government;
(i) a pension fund that is regulated by either the Office of the Superintendent of Financial
Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of
Canada;
(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an
aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that,
before taxes but net of any related liabilities, exceeds $5,000,000;
(k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent
calendar years or whose net income before taxes combined with that of a spouse exceeded
$300,000 in each of the two most recent calendar years and who, in either case, reasonably
expects to exceed that net income level in the current calendar year;
(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
(m) a person, other than an individual or an investment fund, that has net assets of at least $5,000,000
as shown on its most recently prepared financial statements;
(n) an investment fund that distributes or has distributed its securities only to
(i) a person that is or was an accredited investor at the time of the distribution,
(ii) a person that acquires or acquired securities in the circumstances referred to in sections
2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds] of
NI 45-106, or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section
2.18 [Investment fund reinvestment] of NI 45-106;
(o) an investment fund that distributes or has distributed securities under a prospectus in a
jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority,
has issued a receipt;
(p) a trust company or trust corporation registered or authorized to carry on business under the Trust
and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or
a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company
or trust corporation, as the case may be;
(q) a person acting on behalf of a fully managed account managed by that person, if that person is
registered or authorized to carry on business as an adviser or the equivalent under the securities
legislation of a jurisdiction of Canada or a foreign jurisdiction;
(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained
advice from an eligibility adviser or an adviser registered under the securities legislation of the
jurisdiction of the registered charity to give advice on the securities being traded;
(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in
paragraphs (a) to (d) or paragraph (i) in form and function;
(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the
voting securities required by law to be owned by directors, are persons that are accredited
investors;
(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt
from registration as an adviser;
(v) a person that is recognized or designated by the securities regulatory authority or, except in
Ontario and Québec, the regulator as an accredited investor; or
(w) a trust established by an accredited investor for the benefit of the accredited investor’s family
members of which a majority of the trustees are accredited investors and all of the beneficiaries
are the accredited investor’s spouse, a former spouse of the accredited investor or a parent,
grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited
investor’s spouse or of that accredited investor’s former spouse.
The foregoing representation is true and accurate as of the date of this certificate.
Dated: ______________________________, 20__
Signature of the Subscriber Signature of Witness
Name of the Subscriber Name of Witness
Signature of the Joint Subscriber (if an individual) Signature of Witness
Name of the Joint Subscriber Name of Witness
If the Subscriber is a Corporation, a Partnership or a Trust:
Name of Entity
By:
Signature Name and Title of Authorized Signatory
SCHEDULE “B”
SPROTT BRIDGING INCOME FUND LP
PRIVACY POLICY
The privacy of our investors is very important to us. Sprott Bridging Income Fund LP (the “Partnership”) is committed to protecting
your privacy and maintaining confidentiality of your personal information. This Privacy Policy may be updated from time to time without
notice.
The Partnership complies with the requirements of Part 1 and Schedule 1 of the Personal Information Protection and Electronic
Documents Act (Canada) (“PIPEDA”) and all applicable provincial personal information laws. Below is an overview of the privacy
principles set out in Schedule 1 of PIPEDA.
What is personal information?
The term “personal information” refers to any information that specifically identifies you, including information such as your home
address, telephone numbers, social insurance number, birth date, assets and/or income information, employment history and credit history.
How do we collect your personal information?
We collect your personal information directly from you or through your financial advisor and/or dealer in order to provide you with
services in connection with your investment in the Partnership, to meet legal and regulatory requirements and for any other purposes to
which you consent. Your personal information may be collected from a variety of sources, including:
(a) subscription forms, applications, questionnaires or other forms that you submit to us or agreements and contracts that
you enter into with us;
(b) your transactions with us;
(c) meetings and telephone conversations with you;
(d) e-mail communications with us; and
(e) the website of Ninepoint Partners LP (“Ninepoint”), the co-manager of the Partnership (www.ninepoint.com).
How do we use your personal information?
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 applicable law and assess your eligibility to purchase securities of the Partnership. In
addition, we may use your personal information for:
(a) executing your transactions;
(b) verifying and correcting your personal information; and
(c) providing you and/or your financial advisor and/or dealer with confirmations, tax receipts, proxy mailings, financial
statements and other reports.
Who do we share your personal information with?
We may transfer your personal information, when necessary, to our third party service providers and to our agents in connection with the
services we provide relating to your investment in the Partnership, however, please note that these third party service providers and agents
will not share this information with others. The Partnership will use contractual or other means to provide a comparable level of
protection while the information is being handled by a third party service provider or agent. The following is a list of such third party
service providers and agents:
(a) your financial advisor/dealer;
(b) financial service providers such as investment dealers, custodians, prime brokers, banks and others used to finance or
facilitate transactions by, or operations of, the Partnership;
(c) other service providers such as accounting, legal or tax preparation services; and
(d) registrar and transfer agents, portfolio managers, brokerage firms and similar service providers.
We may also be required by law to disclose information to government regulatory authorities (for example, we may be required to report
your income to taxation authorities). We may also be required to disclose your personal information to self-regulatory organizations
(“SROs”), which collect, use and disclose such personal information for regulatory purposes, including trading surveillance, audits,
investigations, maintenance of regulatory databases and enforcement proceedings. SROs may, in turn, disclose such personal information
when reporting to securities regulators or when sharing information with other SROs and law enforcement agencies.
We do not sell, lease, barter or otherwise deal with your personal information with third parties.
The Partnership may be involved in the sale, transfer or reorganization of some or all of its business at some time in the future. As part of
that sale, transfer or reorganization, the Partnership may disclose your personal information to the acquiring organization, however, the
Partnership will require the acquiring organization to agree to protect the privacy of your personal information in a manner that is
consistent with this Privacy Policy.
How do we obtain your consent to the collection, use and disclosure of your personal information?
By signing a subscription form or an application form and/or continuing to do business with us, you are consenting to the collection, use
and disclosure of your personal information for the purposes identified in this Privacy Policy. The Partnership will not, as a condition of
the supply of services, require you to consent to the collection, use or disclosure of your personal information beyond that required to
fulfill those purposes.
Can you withdraw your consent?
You may withdraw all or part of your consent for us to collect, use or disclose your personal information subject to legal restrictions and
reasonable notice. The Partnership will inform you of the implications of such withdrawal of consent for the continued provision of
services to you.
How do we safeguard your personal information?
We 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 Partnership to provide services to you. Each employee of the
Partnership, Ninepoint and SB Fund GP Inc., the general partner of the Partnership, is responsible for ensuring the confidentiality of all
personal information they may access. Annually, each such employee is required to sign a code of conduct, which contains policies on the
protection of personal information.
Where is your personal information kept?
Your personal information is maintained on our networks or on the networks of our service providers accessible at Suite 2700, South
Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, M5J 2J1. Your information may also be stored on a secure off-site storage
facility.
How can you access your personal information?
You may request access to your personal information by writing to the Partnership at Suite 2700, South Tower, Royal Bank Plaza, 200
Bay Street, Toronto, Ontario, M5J 2J1. We will respond to your written request promptly. The Partnership may be unable to provide you
with full access to your personal information if we are prohibited by law or regulatory reasons or it has been destroyed. The Partnership
will provide you with an explanation if we are unable to fulfill your access request.
Who do you contact if you have any questions or concerns?
If you have any questions with respect to this Privacy Policy, please contact our Chief Privacy Officer by telephone at (416) 943-6707 or
toll free at 1-866-299-9906, by e-mail to [email protected] or by mail to Sprott Bridging Income Fund LP, Suite 2700, South
Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, M5J 2J1 Attention: Chief Privacy Officer.
Summary of Privacy Principles set out in Schedule 1 of PIPEDA
1. Accountability: The Partnership is responsible for personal information under its control and the Chief Privacy Officer is
accountable for the Partnership’s compliance with the principles described in this Privacy Policy.
2. Identifying Purpose: The purposes for which personal information is collected will be identified by the Partnership at or before
the time the information is collected. The Partnership will also document the purposes for which personal information is collected
at or before the time the information is collected.
3. Consent: The knowledge and consent of the individual, express or implied, are required for the collection, use or disclosure of
personal information by the Partnership, except where inappropriate.
4. Limiting Collection: The Partnership will limit the amount and type of personal information collected to that which is necessary
for the purposes identified by the Partnership. The personal information will be collected by fair and lawful means.
5. Limiting Use, Disclosure and Retention: The Partnership will not use or disclose personal information for purposes other than
those for which it was collected, except with the consent of the individual or as required or permitted by law. Personal
information will be retained only as long as necessary for the fulfillment of those purposes.
6. Accuracy: The Partnership will keep personal information as accurate, complete and up-to-date as is necessary for the purposes
for which it is to be used. The Partnership will minimize the possibility that inappropriate information is used to make a decision
about the individual.
7. Safeguards: The Partnership will protect personal information with security safeguards appropriate to the sensitivity of the
information.
8. Openness: The Partnership will be open about its policies and procedures with respect to the management of personal
information. The Partnership will ensure that individuals are able to acquire information about the Partnership’s policies and
procedures without unreasonable effort. The Partnership will make this information available in a form that is generally
understandable.
9. Individual Access: Upon a request in writing, the Partnership will inform the individual of the existence, use and disclosure of
his or her personal information and the individual will be given access to that information, except where the law requires or
permits the Partnership to deny access.
10. Questions and Concerns: An individual will be able to direct a challenge concerning compliance with the above principles to the
Partnership’s Chief Privacy Officer.
Your personal information may be delivered to the Ontario Securities Commission and is thereby being collected indirectly by the Ontario
Securities Commission under the authority granted to it under applicable securities legislation for the purposes of the administration and
enforcement of the securities legislation of the Province of Ontario. The public official in Ontario who can answer questions about the
Ontario Securities Commission’s indirect collection of personal information is the Administrative Assistant to the Director of Corporate
Finance by mail to the Ontario Securities Commission at 19th
Floor, 20 Queen Street West, Toronto, Ontario, M5H 2S8, by telephone at
(416) 597-0681 or by e-mail to [email protected].
SCHEDULE “C”
Form 45-106F9
Form for Individual Accredited Investors
WARNING!
This investment is risky. Don’t invest unless you can afford to lose all the money you pay
for this investment.
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: [Instruction: Include a short description,
e.g., common shares.] Class ____ Units
Issuer: Sprott Bridging Income Fund LP
Purchased from: [Instruction: Indicate whether securities are purchased from the issuer or a selling security holder.]
Issuer
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:
Your
initials
Risk of loss – You could lose your entire investment of $ . [Instruction: Insert the total dollar amount of the
investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you
unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you
about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to
you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you
meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have
questions about whether you meet these criteria.
Your
initials
• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to
be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income
tax return.)
• Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent
calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current
calendar year.
• Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt
related to the cash and securities.
• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total
assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
in this form.
First and last name (please print):
Signature: Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this
investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from
the registration requirement.]
First and last name of salesperson (please print):
Telephone: Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Sprott Bridging Income Fund LP
c/o Ninepoint Partners LP
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2700
Toronto, Ontario M5J 2J1
Telephone: 1.888.362.7172 or 416.362.7172
Email: [email protected]
For more information about prospectus exemptions, contact your local securities regulator. You can find contact information
at www.securities-administrators.ca.
The purchaser must sign this form. Each of the purchaser and the issuer must receive a copy of this form
signed by the purchaser. The issuer is required to keep a signed copy of this form for 8 years after the
distribution.