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THE MANITO BA S ECURITIE S C O M MI S 5 1 0N THE SECURITIES ACT Order No. 6404 Section 20(1) September 23, 2011 Exemption from the Registration Requ irement in National Instrument 31-103 Registration Requirements and Exemptions for Trades in Short-term Debt Instruments WHEREAS: An application has been made by Staff to The Manitoba Securities Commission (the "Commission") for an order under section 20(1) of The Securities Act, R.S .M. 1988, c. S50 (the "Act") granting an exemption from the dealer registration requirement in section 6 of the Act for trades in certain securities. Terms defined in the Act, National Instrument 14-101 Definitions, or National Instrument 31­ 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31­ 103) have the same meaning in this order. In this order, "Approved credit rating" has the same meaning ascribed to it in National Instrument 81-102 Mutual Funds (NI 81-102) with the exception of paragraph (b) of such definition . Background 1. A person or company in Manitoba was, prior to March 27 , 2010, exempt from the registration requirement for trades in short-term debt under section 3.35 of NI 45-106 Prospectus and Registration Exemptions (NI 45-106) which provided that the dealer registration requirement for short-term debt was available only where , among other things, the negotiable promissory note or commercial paper "has an approved credit rating from an approved credit rating organization. " 2. NI 45-106 also incorporated by reference the definitions for "approved credit rating" and "approved credit rating organization" in NI 81-102. 3. On \\/larch 25 , 2010, The Manitoba Securities Commission issued Order Number 6090 Exemption from the Registration Requirement in National Instrument 31-103 Registration Requirements and Exemptions for Trades in Short-term Debt Instruments (2010 Order) exempting certain Canadian financial institutions from the 500-400 St. Mary Avenue, Winnipeg, Manitoba R3 C 4K5 • tel: (204) 945 .2548 • fa x: (204) 9450330' www.rnsc .go\'.rnb.ca

2 requirement to regi ster when trading in short-term debt instruments, until September T HE M AN ITOBA S ECURI T IE S 28, 2011 . COMMISS I ON Order The Commission is of the opinion that it would not be prejudicial to the public interest to grant the order requested . IT IS ORDERED: 1. THAT, under section 20( 1) of the Act i. a bank listed in Schedule I, II or III to the Bank Act (Canada); ii . an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473 (1) of that Act; iii. a loan corporation , trust company, trust corporation, insurance company, treasury branch, credit union, ca isse populaire, financia l services cooperative or credit union league or federation that is authorized by a statute of Canada or of a jurisdiction in Canada to carry on business in Canada or in any jurisdiction in Canada, as the case may be; and iv. the Business Development Bank of Canada; is exempt from the dealer registration requirement in respect of a trade in a negotiable promissory note or commercial paper maturing not more than one year from the date of issue, if the note or commercial paper traded (a) is not convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in this order; and (b) has an approved credit rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating that replaces a category listed below: Rating Organization Rating DBRS Limited R-1 (low) Fitch Ratings Ltd . F2 Moody's Investors Service, Inc. P-2 Standard & Poor's Corporation A-2. 2. THAT this order comes into effect on September 29, 2011 and expires on September 28, 2014. BY ORDER OF THE COIVIIVIISSION -=6eputy Director