CANADIAN BROKER-DEALER'S AND AGENT'S LIMITED LICENSE PURSUANT TO NH RSA 421-B:6,VIII - ONGOING REQUIREMENTS:

I. A broker-dealer that is resident in Canada and has no office or other physical presence in New Hampshire, after obtaining a license in New Hampshire by following the outlined procedures, may offer and sell securities to:

1. A person from Canada who is temporarily resident in New Hampshire with whom the Canadian broker-dealer had a bona fide broker-dealer client relationship before the person entered the United States; or

2. A person from Canada who is resident in New Hampshire whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.

II. An agent who will be representing a Canadian broker-dealer licensed under this section, may, after obtaining an agent's license in New Hampshire, effect transactions in securities in this state as permitted for the broker-dealer above.

III. A Canadian broker-dealer licensed under this section shall:

1. Maintain its provincial or territorial registration and its membership in a self-regulatory organization or stock exchange in good standing;

2. Provide the Secretary of State upon request with its books and records relating to its business in this state as a broker-dealer;

3. Inform the Secretary of State forthwith of any criminal action taken against the broker-dealer or its agent or of any finding or sanction imposed on the broker-dealer as a result of any self-regulatory or regulatory action involving fraud, theft, deceit, misrepresentation, or similar conduct; and

4. Disclose to its clients in the state that the broker-dealer and its agents are not subject to the full regulatory requirements in this chapter.

An agent of a Canadian broker-dealer licensed under this section shall:

IV. An agent of a Canadian broker-dealer licensed under this section shall:

1. Maintain his or her provincial or territorial registration in good standing;

2. Inform the Secretary of State forthwith of any criminal action, taken against him or her, or of any finding or sanction imposed on the agent as a result of any self-regulatory or regulatory action involving fraud, theft, deceit, misrepresentation, or similar conduct.

V. A Canadian broker-dealer or agent licensed under this section shall only effect transactions in this state:

1. As permitted in subparagraph I (1) or (2) above;

2. With or through

1. the issuers of the securities involved in the transactions,

2. other broker-dealers, and

3. banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts or other financial institutions or institutional buyers, whether acting for themselves or as trustees; and

4. As otherwise permitted by this chapter.

VI. A Canadian broker-dealer or agent licensed under this section and acting in accordance with the limitations set out in subparagraph (j) is exempt from all the requirements of this chapter, except the anti-fraud provisions and the requirements set out in this section. Such Canadian broker-dealer or agent may only have its license under this section denied, suspended or revoked for a breach of the anti-fraud provisions of this chapter or the requirements in this section.