33-908F - Statement and Undertaking [F - Rescinded]

This is the form required under section 77(4) of the Securities Rules.

BC FORM 33-908F (Previously Form 70)

SECURITIES ACT

STATEMENT AND UNDERTAKING

INSTRUCTIONS

Registered dealers, underwriters and advisers that do not engage in certain activities described in the conflicts of interest provisions of Division 11 of Part 5 of the Securities Rules, may file a statement and undertaking with the Commission instead of a Conflict of Interest Rules Statement, otherwise required by section 77(1) of the Securities Rules (see BC Form 33-907F). The activities relate to underwriting, trading, advising, exercising discretion and making recommendations relating to securities of certain issuers.

CONTENTS OF FORM

TO:       British Columbia Securities Commission

STATEMENT

The undersigned hereby confirms and represents that it does not engage in any activities as an adviser, dealer or underwriter (as those terms are defined in the Securities Act, R.S.B.C. 1996, c. 418) in respect of a security in any of the circumstances set out in sections 78, 79, 81, 82 or 83 of the British Columbia Securities Rules, B.C. Reg. 194/97.

UNDERTAKING

The undersigned hereby undertakes and agrees that it will not engage in any of the activities referred to in the paragraph above, except in compliance with the provisions of Division 5 of Part 5 of the British Columbia Securities Rules, B.C. Reg. 194/97.

Dated at __________________ this ____________ day of __________________, ______

___________________________

(Signature of Deponent)

Revised March 28, 2000