Tera Capital Policies

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, 2008 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 limited partnerships and trusts. 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 Small Cap Fund
  • Tera Capital Limited Partnership #2 (Global Innovation Fund)
  • Tera High Income 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 the Funds.  Tera Capital may also act as a distributer of the Funds.  Accordingly, Tera Capital, the General Partner, Tera Capital LP#2,  Tera Capital Small Cap Fund and Tera Capital High Income Fund 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, 2008