DIRECT CLIENT DISCLOSURE STATEMENT2 A. The3 Permitted Clients that direct the Filer to give up transactions in Exchange-Traded Futures for clearance and settlement by Non-INTL FCStone Clearing Brokers will execute the give-up agreements described above.23. As is customary for all trades in Exchange-Traded Futures, a clearing corporation appointed by the exchange or clearing division of the exchange is substituted as a universal counterparty on all trades in Exchange-Traded Futures and Permitted Client orders that are submitted to the exchange in the name of the Non-INTL FCStone Clearing Broker or the Filer or, on exchanges where the Filer is not a member, in the name of another carrying broker. The Filer will not enter into a give-up agreement with any Non-INTL FCStone Clearing Broker located in (i) the U.S. unless such clearing broker is registered with the CFTC and/or the SEC, as applicable, or (ii) the U.K. unless such clearing broker is authorized by the FCA, as required.21. 1, 14, 22, 32, 33, 38. (a) each client effecting trades in Exchange-Traded Futures is a Permitted Client;(b) any Non-INTL FCStone Clearing Broker has represented and covenanted to the applicable Filer that it is appropriately registered or exempt from registration under the CFA;(c) the Filer only execute and clear trades in Exchange-Traded Futures for Permitted Clients on Non-Canadian Exchanges;(d) at the time trading activity is engaged in, the Filer:(i) has its head office or principal place of business in the U.K.;(iii) engages in the business of a futures commission merchant in Exchange-Traded Futures in the U.K.;(e) the Filer has provided to the Permitted Client the following disclosure in writing:(i) a statement that the Filer is not registered in Ontario to trade in Exchange-Traded Futures as principal or agent;(ii) a statement that the Filer's head office or principal place of business is located in London, U.K.;(iii) a statement that all or substantially all of the Filer's assets may be situated outside of Canada;(iv) a statement that there may be difficulty enforcing legal rights against the Filer because of the above; and(v) the name and address of the Filer's agent for service of process in Ontario;(f) the Filer has submitted to the Commission a completed (g) the Filer notifies the Commission of any regulatory action initiated after the date of this ruling in respect of the Filer, or any predecessors or specified affiliates of the Filer, by completing and filing with the Commission Appendix "B" hereto within ten days of the commencement of such action;(h) if the Filer does not rely on the international dealer exemption by December 31st of each year, each of the Filer pays a participation fee based on its specified Ontario revenues for its previous financial year in compliance with the requirements of Part 3 and section 6.4 of OSC Rule 13-502 (i) by December 1st of each year, the Filer notifies the Commission of its continued reliance on the exemption from the dealer registration requirement granted pursuant to this Decision by filing Form 13-502F4 (j) this Decision will terminate on the earliest of:(i) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;(ii) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the dealer registration requirements in the CFA or the trading restrictions in the CFA; and2. INTL FCSTONE FINANCIAL INC. Where the Filer itself directs Permitted Client's orders to, and utilizes the services of, a Non-INTL FCStone Clearing Broker for clearing or execution at its own initiative, that Filer will generally be responsible for any fees levied by the Non-FCStone Clearing Broker.24. Note however, that where a Permitted Client of the Filer is not also a member of the LME, a Client Contract subject to the Rules of the LME will come into effect between the Filer and the Permitted Client.22. Alternatively, the Permitted Client of the Filer will be able to direct that trades executed by the Filer be cleared through clearing brokers not affiliated with the Filer in any way (each a 20. Where the Filer accepts securities from clients, the securities would be treated as custody and as such, segregated and held separately from the Filer's own securities.In accordance with FCA rules, the Filer treats affiliates as arm's length customers.