3229 Supp 2 -- Appendix C -- NI 31-103 July 17, 2009 compared to Feb. 29, 2008

Ontario Securities Commission Bulletin

Issue 32/29s2 - App. C June 17, 2009

Ont. Sec. Bull. Issue 32/29s2 - App. C

Table of Contents

32/29 Supp 2 -- Appendix C -- NI 31-103 July 17, 2009 compared to Feb. 29, 2008

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32/29 Supp 2 -- Appendix C -- NI 31-103 -- July 17, 2009 compared to Feb. 29, 2008

National Instrument 31-103 -- Registration Requirements and Exemptions

Published July 17, 2009 compared to February 29, 2008 CSA Publication

JULY 17, 2009 PUBLICATION		FEBRUARY 29, 2008 PUBLICATION		BLACKLINE OF CHANGES

Part 1 Interpretation

1.1 Definitions of terms used throughout this Instrument		Definitions		1.1 Definitions of terms used throughout this Instrument

In this Instrument		1.1	(1) In this Instrument	~~1.1 (1)~~ In this Instrument

"Canadian financial institution" has the same meaning as in section 1.1 of NI 45-106;		"Canadian financial institution" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;		"Canadian financial institution" has the same meaning as in section 1.1 of ~~National Instrument~~ NI 45-106 ~~Prospectus and Registration Exemptions~~;

"connected issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts;		"connected issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts;		"connected issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts;

"debt security" has the same meaning as in section 1.1 of NI 45-106;		"fully-managed account" means an account of a client that is managed by an adviser through discretionary authority granted by the client;		"debt security" has the same meaning as in section 1.1 of NI 45-106;

"eligible client" means a client of a person or company if any of the following apply:		"IDA" means the Investment Dealers Association of Canada;		"eligible client" means a client of a person or company if any of the following apply:

(a) the client is an individual and was a client of the person or company immediately before becoming resident in the local jurisdiction;		"marketplace" has the same meaning as in section 1.1 of National Instrument 21-101 Marketplace Operation;		(a) the client is an individual and was a client of the person or company immediately before becoming resident in the local jurisdiction;

(b) the client is the spouse or a child of a client referred to in paragraph (a);		"MFDA" means the Mutual Fund Dealers Association of Canada;		(b) the client is the spouse or a child of a client referred to in paragraph (a);

(c) except in Ontario, the client is a client of the person or company on September 27, 2009 pursuant to the person or company's reliance on an exemption from the registration requirement under Part 5 of Multilateral Instrument 11-101 Principal Regulator System on that date;		"permitted client" means		(c) except in Ontario, the client is a client of the person or company on September 27, 2009 pursuant to the person or company's reliance on an exemption from the registration requirement under Part 5 of Multilateral Instrument 11-101 Principal Regulator System on that date;

		(a) a Canadian financial institution or a Schedule III bank;

"exempt market dealer" means a person or company registered in the category of exempt market dealer;		(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);		~~"fully-managed account" means an account of a client that is managed by an adviser through discretionary authority granted by the client;~~

"IIROC" means the Investment Industry Regulatory Organization of Canada;		(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;		"exempt market dealer" means a person or company registered in the category of exempt market dealer;

"investment dealer" means a person or company registered in the category of investment dealer;		(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a scholarship plan dealer or a restricted dealer;		" ~~IDA~~IIROC" means the Investment ~~Dealers Association~~ Industry Regulatory Organization of Canada;

"managed account" means an account of a client for which a person or company makes the investment decisions if that person or company has discretion to trade in securities for the account without requiring the client's express consent to a transaction;		(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada;		"investment dealer" means a person or company registered in the category of investment dealer;

"marketplace" has the same meaning as in section 1.1 of National Instrument 21-101 Marketplace Operation;		(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);		"managed account" means an account of a client for which a person or company makes the investment decisions if that person or company has discretion to trade in securities for the account without requiring the client's express consent to a transaction;

"MFDA" means the Mutual Fund Dealers Association of Canada;		(g) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;		"marketplace" has the same meaning as in section 1.1 of National Instrument 21-101 Marketplace Operation;

"mutual fund dealer" means a person or company registered in the category of mutual fund dealer;

				"MFDA" means the Mutual Fund Dealers Association of Canada;

"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions;		(h) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;		"mutual fund dealer" means a person or company registered in the category of mutual fund dealer;

"permitted client" means any of the following:

(a) a Canadian financial institution or a Schedule III bank;		(i) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully-managed account managed by the trust company or trust corporation, as the case may be;		"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions;

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);				"permitted client" means any of the following:

				(a) a Canadian financial institution or a Schedule III bank;

(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;		(j) a person or company acting on behalf of a fully-managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;		(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than as a scholarship plan dealer or a restricted dealer;		(k) an investment fund that is advised by a person or company registered as an portfolio manager under the securities legislation of a jurisdiction of Canada;		(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;		(l) a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;		(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than as a scholarship plan dealer or a restricted dealer;

(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);				(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;

(g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;		(m) an individual who beneficially owns, directly or indirectly, financial assets, as defined in National Instrument 45-106 Prospectus and Registration Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million or its equivalent in another currency as certified by the individual;		(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;		(n) a person or company that is entirely owned, legally and beneficially, by an individual or individuals referred to in paragraph (m), who hold its or their ownership interest in the person or company directly or through a trust the trustee of which is a trust company referred to in paragraph (i); or		(g) the Government of Canada or a jurisdiction of Canada, or any ~~crown~~ Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;				(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(j) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;		(o) a corporation that has shareholders' equity of at least $100 million on a consolidated basis or its equivalent in another currency;		(i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;

		"registered firm" means a registered dealer, a registered adviser, or a registered investment fund manager;		(ij) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a ~~fully-~~managed account managed by the trust company or trust corporation, as the case may be;

		"registered individual" means an individual who is registered

(k) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;		(a) to trade or advise on behalf of a registered firm,

		(b) in the category of ultimate designated person, or			(jk) a person or company acting on behalf of a ~~fully-~~managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction:

(l) an investment fund if one or both of the following apply:		(c) in the category of chief compliance officer;

(i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;		"related issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts; and		~~(k) an investment fund that is advised by a person or company registered as an portfolio manager under the securities legislation of a jurisdiction of Canada~~:

(ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;		"Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada).

				(l) an investment fund if one or both of the following apply:

(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;			(2) Except in Part 8, in Alberta, British Columbia and Saskatchewan, a reference to "security" or "securities" in this Instrument includes "exchange contract" or "exchange contracts".		(i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

		Definitions -- mobility exemptions

		8.20 In this Division,		(ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

(n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;		"eligible client" means, for a person or company, a client of the person or company if the client

		(a) is an individual and was a client of the person or company immediately before the client became a resident of the local jurisdiction, or		( ~~(l)~~ (m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in ~~National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;~~ section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

(o) an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;		(b) is a spouse or child of a client referred to in paragraph (a);



(p) a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;		"NI 31-101" means National Instrument 31-101 National Registration System;		(n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

		"non-principal jurisdiction" means, for a person or company, each jurisdiction of Canada that is not the principal jurisdiction of the person or company;

		"principal jurisdiction" means, for a person or company, the jurisdiction of the principal regulator;		(mo) an individual who beneficially owns~~, directly or indirectly,~~ financial assets, as defined in ~~National Instrument 45-106 Prospectus and Registration Exemptions,~~ section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million ~~or its equivalent in another currency as certified by the individual~~;

(q) a person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements;		"principal regulator" means

(r) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q);		(a) for a person or company other than an individual, the securities regulatory authority or the regulator in the jurisdiction of Canada in which the person or company's head office is located, and		(np) a person or company that is entirely owned~~, legally and beneficially,~~ by an individual or individuals referred to in paragraph ( mo), who ~~hold its or their~~ holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company ~~referred to in paragraph (i): or~~ trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

"portfolio manager" means a person or company registered in the category of portfolio manager;		(b) for an individual, the securities regulatory authority or the regulator in the jurisdiction of Canada in which the individual's working office is located; and

"principal jurisdiction" means		"working office" has the same meaning as in NI 31-101.

(a) for a person or company other than an individual, the jurisdiction of Canada in which the person or company's head office is located, and				(oq) ~~a corporation~~ a person or company, other than an individual or an investment fund, that has ~~shareholders' equity~~ net assets of at least $ ~~100 million on a consolidated basis or its equivalent in another currency;~~25 million as shown on its most recently prepared financial statements;

(b) for an individual, the jurisdiction of Canada in which the individual's working office is located;

"registered firm" means a registered dealer, a registered adviser, or a registered investment fund manager;				(r) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q);

"registered individual" means an individual who is registered

(a) in a category that authorizes the individual to act as a dealer or an adviser on behalf of a registered firm,				"portfolio manager" means a person or company registered in the category of portfolio manager;

				"principal jurisdiction" means

(b) as ultimate designated person, or

(c) as chief compliance officer;				(a) for a person or company other than an individual, the jurisdiction of Canada in which the person or company's head office is located, and

"related issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts;				(b) for an individual, the jurisdiction of Canada in which the individual's working office is located;

"restricted dealer" means a person or company registered in the category of restricted dealer;				"registered firm" means a registered dealer, a registered adviser, or a registered investment fund manager;

"restricted portfolio manager" means a person or company registered in the category of restricted portfolio manager;				"registered individual" means an individual who is registered

"Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada);				(a~~) to trade or advise~~) in a category that authorizes the individual to act as a dealer or an adviser on behalf of a registered firm,

"scholarship plan dealer" means a person or company registered in the category of scholarship plan dealer;				(b) ~~in the category of~~ as ultimate designated person, or

"sponsoring firm" means the registered firm on whose behalf an individual acts as a dealer, an underwriter, an adviser, a chief compliance officer or an ultimate designated person;				"related issuer" has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts; ~~and~~

"subsidiary" has the same meaning as in section 1.1 of NI 45-106;				"restricted dealer" means a person or company registered in the category of restricted dealer;

"working office" means the office of the sponsoring firm where an individual does most of his or her business.				"restricted portfolio manager" means a person or company registered in the category of restricted portfolio manager;

				"Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada).;

				~~(2) Except in Part 8, in Alberta, British Columbia and Saskatchewan, a reference to "security" or "securities" in this Instrument includes "exchange contract" or "exchange contracts".~~

				~~Definitions -- mobility exemptions~~

				~~8.20 In this Division,~~

				~~"eligible client" means, for a person or company, a client of the person or company if the client~~

				~~(a) is an individual and was a client of the person or company immediately before the client became a resident of the local jurisdiction, or~~

				~~(b) is a spouse or child of a client referred to in paragraph (a);~~

				~~"NI 31-101" means National Instrument 31-101 National Registration System;~~

				~~"non-principal jurisdiction" means, for a person or company, each jurisdiction of Canada that is not the principal jurisdiction of the person or company;~~

				~~"principal jurisdiction" means, for a person or company, the jurisdiction of the principal regulator;~~

				~~"principal regulator" means~~

				~~(a) for a person or company other than an individual, the securities regulatory authority or the regulator in the jurisdiction of Canada in which the person or company's head office is located, and~~

				~~(b) for an individual, the securities regulatory authority or the regulator in the jurisdiction of Canada in which the individual's working office is located; and~~

				"scholarship plan dealer" means a person or company registered in the category of scholarship plan dealer;

				"sponsoring firm" means the registered firm on whose behalf an individual acts as a dealer, an underwriter, an adviser, a chief compliance officer or an ultimate designated person;

				"subsidiary" has the same meaning as in section 1.1 of NI 45-106;

				"working office" ~~has the same meaning as in NI 31-101.~~means the office of the sponsoring firm where an individual does most of his or her business.

1.2 Interpretation of "securities" in Alberta, British Columbia, New Brunswick and Saskatchewan		New Provision		1.2 Interpretation of "securities" in Alberta, British Columbia, New Brunswick and Saskatchewan

In Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this Instrument includes "exchange contracts", unless the context otherwise requires.				In Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this Instrument includes "exchange contracts", unless the context otherwise requires.

1.3 Information may be given to the principal regulator		New Provision		1.3 Information may be given to the principal regulator

(1) In this section, "principal regulator" means				(1) In this section, "principal regulator" means

(a) for a registered firm whose head office is in a jurisdiction of Canada, the securities regulatory authority or regulator of that jurisdiction, and				(a) for a registered firm whose head office is in a jurisdiction of Canada, the securities regulatory authority or regulator of that jurisdiction, and

(b) for a registered firm whose head office is not in Canada, the securities regulatory authority or regulator of,				(b) for a registered firm whose head office is not in Canada, the securities regulatory authority or regulator of,

(i) if the firm has not completed its first financial year since being registered, the jurisdiction of Canada in which the firm expects most of its clients to be resident at the end of its current financial year, and				(i) if the firm has not completed its first financial year since being registered, the jurisdiction of Canada in which the firm expects most of its clients to be resident at the end of its current financial year, and

(ii) in all other circumstances, the jurisdiction of Canada in which most of the firm's clients were resident at the end of its most recently completed financial year.				(ii) in all other circumstances, the jurisdiction of Canada in which most of the firm's clients were resident at the end of its most recently completed financial year.

(2) Except under the following sections, for the purpose of a requirement in this Instrument to notify the regulator or the securities regulatory authority, the person or company may notify the regulator or the securities regulatory authority by notifying the person or company's principal regulator:				(2) Except under the following sections, for the purpose of a requirement in this Instrument to notify the regulator or the securities regulatory authority, the person or company may notify the regulator or the securities regulatory authority by notifying the person or company's principal regulator:

(a) section 8.18 [international dealer];				(a) section 8.18 [international dealer];

(b) section 8.26 [international adviser];				(b) section 8.26 [international adviser];

(c) section 11.9 [registrant acquiring a registered firm's securities or assets];				(c) section 11.9 [registrant acquiring a registered firm's securities or assets];

(d) section 11.10 [registered firm whose securities are acquired].				(d) section 11.10 [registered firm whose securities are acquired].

(3) For the purpose of a requirement in this Instrument to deliver or submit a document to the regulator or the securities regulatory authority, the person or company may deliver or submit the document by delivering or submitting it to the person or company's principal regulator.				(3) For the purpose of a requirement in this Instrument to deliver or submit a document to the regulator or the securities regulatory authority, the person or company may deliver or submit the document by delivering or submitting it to the person or company's principal regulator.

Part 2 Categories of registration for individuals

2.1 Individual categories		Individual categories		2.1 Individual categories

(1) The following are the categories of registration for an individual who is required, under securities legislation, to be registered to act on behalf of a registered firm:		2.7 An individual, if required to be registered to act on behalf of a registered firm, must be registered by the regulator in one or more of the following categories:		~~2.7 An~~ (1) The following are the categories of registration for an individual ~~, if~~who is required, under securities legislation, to be registered to act on behalf of a registered firm ~~, must be registered by the regulator in one or more of the following categories~~:

(a) dealing representative;		(a) dealing representative;

(b) advising representative;		(b) advising representative;		(a) dealing representative;

(c) associate advising representative;		(c) associate advising representative;		(b) advising representative;

(d) ultimate designated person;		(d) ultimate designated person;		(c) associate advising representative;

(e) chief compliance officer.		(e) chief compliance officer.		(d) ultimate designated person;

(2) An individual registered in the category of				(e) chief compliance officer.

(a) dealing representative may act as a dealer or an underwriter in respect of a security that the individual's sponsoring firm is permitted to trade or underwrite,				(2) An individual registered in the category of

				(a) dealing representative may act as a dealer or an underwriter in respect of a security that the individual's sponsoring firm is permitted to trade or underwrite,

(b) advising representative may act as an adviser in respect of a security that the individual's sponsoring firm is permitted to advise on,				(b) advising representative may act as an adviser in respect of a security that the individual's sponsoring firm is permitted to advise on,

(c) associate advising representative may act as an adviser in respect of a security that the individual's sponsoring firm is permitted to advise on if the advice has been approved under subsection 4.2(1) [associate advising representatives -- pre-approval of advice],				(c) associate advising representative may act as an adviser in respect of a security that the individual's sponsoring firm is permitted to advise on if the advice has been approved under subsection 4.2(1) [associate advising representatives - pre-approval of advice],

(d) ultimate designated person must perform the functions set out in section 5.1 [responsibilities of the ultimate designated person], and				(d) ultimate designated person must perform the functions set out in section 5.1 [responsibilities of the ultimate designated person], and

(e) chief compliance officer must perform the functions set out in section 5.2 [responsibilities of the chief compliance officer].				(e) chief compliance officer must perform the functions set out in section 5.2 [responsibilities of the chief compliance officer].

(3) Subsection (1) does not apply in Ontario.

				(3) Subsection (1) does not apply in Ontario.

[Note: In Ontario, the same categories of registration for individuals as in subsection 2.1(1) are set out under section 25 of the Securities Act (Ontario).]				[Note: In Ontario, the same categories of registration for individuals as in subsection 2.1(1) are set out under section 25 of the Securities Act (Ontario).]

2.2 Client mobility exemption -- individuals		Notice of change of principal regulator		~~Notice of change of principal regulator~~

				2.2 Client mobility exemption - individuals

(1) The registration requirement does not apply to an individual if all of the following apply:		8.22 (1) A person or company relying on section 8.23 [mobility exemption -- registered firm] or section 8.24 [mobility exemption -- registered individual] must file a completed Form 31-103F3, as soon as practicable, if		8.22 (1) A person or company relying on section 8.23 [mobility exemption - registered firm] or section 8.24 [mobility exemption - registered individual] must file a completed Form 31-103F3, as soon as practicable, if

(a) the individual is registered as a dealing, advising or associate advising representative in the individual's principal jurisdiction;

(b) the individual's sponsoring firm is registered in the firm's principal jurisdiction;		(a) for a person or company, other than an individual, the person or company changes its head office to another principal jurisdiction, or		~~(a) for a person or company, other than an individual, the person or company changes its head office to another principal jurisdiction, or~~

(c) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction other than as he or she is permitted to in his or her principal jurisdiction according to the individual's registration in that jurisdiction;		(b) for an individual, the location of the individual's working office changes to another principal jurisdiction.		~~(b) for an individual, the location of the individual's working office changes to another principal jurisdiction.~~

(d) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction other than for 5 or fewer eligible clients;		(2) Subsection (1) does not apply if a person or company is required to file Form 31-101F2 under NI 31-101.		~~(2) Subsection (1) does not apply if a person or company is required to file Form 31-101F2 under NI 31-101.~~

(e) the individual complies with Part 13 [dealing with clients -- individuals and firms];		8.24 If the local jurisdiction is a non-principal jurisdiction, the registration requirement does not apply to an individual if		~~8.24 If the local jurisdiction is a non-principal jurisdiction, the~~ (1) The registration requirement does not apply to an individual ifall of the following apply:

(f) the individual deals fairly, honestly and in good faith in the course of his or her dealings with an eligible client;		(a) the individual is registered in his or her principal jurisdiction as a dealing, advising or associate advising representative,		(a) the individual is registered ~~in his or her principal jurisdiction~~ as a dealing, advising or associate advising representative ,in the individual's principal jurisdiction;

(g) before first acting as a dealer or adviser for an eligible client, the individual's sponsoring firm has disclosed to the client that the individual, and if the firm is relying on section 8.30 [client mobility exemption -- firms], the firm,		(b) the individual's registered firm is registered in its principal jurisdiction,		(b) the individual's ~~registered~~sponsoring firm is registered in ~~its~~the firm's principal jurisdiction ,;

		(c) the individual is trading or advising in securities with an eligible client,

(i) is exempt from registration in the local jurisdiction, and		(d) the individual does not trade or advise in securities in the local jurisdiction other than as it is permitted to in its principal jurisdiction according to its category of registration,		(c) the individual ~~is trading or advising in securities with an eligible client,(d) the individual~~ does not ~~trade or advise in securities~~act as a dealer, underwriter or adviser in the local jurisdiction other than as it he or she is permitted to in ~~its~~ his or her principal jurisdiction according to ~~its category of~~ the individual's registration ,in that jurisdiction;

(ii) is not subject to requirements otherwise applicable under local securities legislation.		(e) in the local jurisdiction, the individual trades or advises in securities for no more than five eligible clients, and		~~(e)~~ (d) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction ~~, the individual trades or advises in securities for no more than five~~other than for 5 or fewer eligible clients ~~, and~~;

(2) If an individual relies on the exemption in this section, the individual's sponsoring firm must submit a completed Form 31-103F3 Use of Mobility Exemption to the securities regulatory authority of the local jurisdiction as soon as possible after the individual first relies on this section.		(f) the individual complies with section

		8.25 [mobility exemption conditions].

				(f (e) the individual complies with ~~section~~ Part 13 [dealing with clients - individuals and firms];

		Mobility exemption conditions

				~~8.25 [mobility exemption conditions].~~

		8.25 For the purposes of paragraphs 8.23(e) and 8.24(f) the person or company must

				~~Mobility exemption conditions~~

		(a) disclose to an eligible client, before it relies on an exemption in section 8.23 [mobility exemption -- registered firm] or 8.24 [mobility exemption -- registered individual], that the person or company		~~8.25 For the purposes of paragraphs 8.23(e) and 8.24(f) the person or company must~~

		(i) is exempt from registration in the local jurisdiction, and		(f) the individual deals fairly, honestly and in good faith in the course of his or her dealings with an eligible client;

				~~(a) disclose to~~

		(ii) is not subject to requirements otherwise applicable under local securities legislation, and		(g) before first acting as a dealer or adviser for an eligible client, ~~before it relies on an exemption in~~ the individual's sponsoring firm has disclosed to the client that the individual, and if the firm is relying on section ~~8.23~~8.30 [client mobility ~~exemption - registered firm] or 8.24 [mobility exemption - registered individual], that the person or company~~exemption - firms], the firm,

		(b) act fairly, honestly and in good faith in the course of its dealings with an eligible client.

				(i) is exempt from registration in the local jurisdiction, and

				(ii) is not subject to requirements otherwise applicable under local securities legislation ~~, and~~.

				~~(b) act fairly, honestly and in good faith in the course of its dealings with an eligible client.~~

				(2) If an individual relies on the exemption in this section, the individual's sponsoring firm must submit a completed Form 31-103F3 Use of Mobility Exemption to the securities regulatory authority of the local jurisdiction as soon as possible after the individual first relies on this section.

2.3 Individuals acting for investment fund managers		New Provision		2.3 Individuals acting for investment fund managers

The investment fund manager registration requirement does not apply to an individual acting on behalf of a registered investment fund manager.				The investment fund manager registration requirement does not apply to an individual acting on behalf of a registered investment fund manager.

Part 3 Registration requirements -- individuals

Division 1 General proficiency requirements

3.1 Definitions		Definitions		3.1 Definitions

In this Part		4.1 In this Division		~~4.1~~ In this ~~Division~~ Part

"Branch Manager Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;		"Branch Manager Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so designated by that Association;		"Branch Manager Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so ~~designated by that Association~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

		"Canadian Investment Funds Exam" means the examination prepared and administered by the Investment Funds Institute of Canada and so designated by that Institute;

"Canadian Investment Funds Exam" means the examination prepared and administered by the Investment Funds Institute of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;		"Canadian Securities Exam" means the examination prepared and administered by the CSI Global Education Inc. and so designated by that corporation;		"Canadian Investment Funds Exam" means the examination prepared and administered by the Investment Funds Institute of Canada and so ~~designated by that Institute~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

		"CFA Charter" means the charter earned through the Chartered financial analyst examination program prepared and administered by the CFA Institute and so designated by that institute;

"Canadian Investment Manager designation" means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;		"Canadian Investment Manager designation" means the designation earned through the Canadian investment manager program prepared and administered by the CSI Global Education Inc. and so designated by that corporation;		"Canadian Investment Manager designation" means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

		"Investment Funds in Canada Exam" means the examination prepared and administered by the Institute of Canadian Bankers and so designated by that Institute;

"Canadian Securities Course Exam" means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;		"New Entrants Exam" means the examination prepared and administered by the CSI Global Education Inc. and so designated by that corporation;		"Canadian Securities Course Exam" means the examination prepared and administered by ~~the~~ CSI Global Education Inc. and so ~~designated by that corporation~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;
		"PDO Exam" means

"CFA Charter" means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;		(a) the Officers', Partners' and Directors' Exam prepared and administered by the Investment Funds Institute of Canada and so designated by that Institute, or		"CFA Charter" means the charter earned through the Chartered ~~financial analyst examination~~ Financial Analyst program prepared and administered by the CFA Institute and so ~~designated by that institute~~ named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

		(b) the Partners, Directors and Senior Officers Exam prepared and administered by the CSI Global Education Inc. and so designated by that corporation;

"Exempt Market Products Exam" means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;		"Sales Representative Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so designated by that Association; and		"Canadian Investment Manager designation" means the designation earned through the Canadian investment manager program prepared and administered by the CSI Global Education Inc. and so designated by that corporation;

"Investment Funds in Canada Course Exam" means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;		"Series 7 Exam" means the program prepared and administered by the Financial Industry Regulatory Authority in the United States of America and so designated by that regulator		"Exempt Market Products Exam" means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

"Mutual Fund Dealers Compliance Exam" means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;				"Investment Funds in Canada Course Exam" means the examination prepared and administered by ~~the Institute of Canadian Bankers and so designated by that Institute~~ CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

"New Entrants Course Exam" means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;				"Mutual Fund Dealers Compliance Exam" means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

"PDO Exam" means				"New Entrants Course Exam" means the examination prepared and administered by ~~the~~ CSI Global Education Inc. and so ~~designated by that corporation~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

(a) the Officers', Partners' and Directors' Exam prepared and administered by the Investment Funds Institute of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination, or

				"PDO Exam" means

(b) the Partners, Directors and Senior Officers Course Exam prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;				(a) the Officers', Partners' and Directors' Exam prepared and administered by the Investment Funds Institute of Canada and so ~~designated by that Institute~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination, or

"Sales Representative Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;				(b) the Partners, Directors and Senior Officers Course Exam prepared and administered by ~~the~~ CSI Global Education Inc. and so ~~designated by that corporation~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;

"Series 7 Exam" means the examination prepared and administered by the Financial Industry Regulatory Authority in the United States of America and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination.				"Sales Representative Proficiency Exam" means the examination prepared and administered by the RESP Dealers Association of Canada and so ~~designated by that Association; and~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination;


				"Series 7 Exam" means the ~~program~~ examination prepared and administered by the Financial Industry Regulatory Authority in the United States of America and so ~~designated by that regulator~~ named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination.

3.2 U.S. equivalency		U.S. equivalency		3.2 U.S. equivalency

In this Part, an individual is not required to have passed the Canadian Securities Course Exam if the individual has passed the Series 7 Exam and the New Entrants Course Exam.		4.2 In this Division, an individual is not required to have passed the Canadian Securities Exam if the individual has passed the Series 7 Exam and the New Entrants Exam.		~~4.2~~ In this ~~Division~~ Part, an individual is not required to have passed the Canadian Securities Course Exam if the individual has passed the Series 7 Exam and the New Entrants Course Exam.

3.3 Time limits on examination requirements		Time limits on examination proficiency		3.3 Time limits on examination ~~proficiency~~ requirements

(1) For the purposes of this Part, an individual is deemed to have not passed an examination, and is deemed to have not successfully completed a program, unless the individual passed the examination or successfully completed the program within 36 months before the date the individual applied for registration.		4.4 (1) Subject to subsection (2), an individual must not be registered in a category unless the individual passed the examination or successfully completed the program required in this Division for the category within 36 months of the date the individual applied for registration.		~~4.4 (1) Subject to subsection (2), an individual must not be registered in a category~~ (1) For the purposes of this Part, an individual is deemed to have not passed an examination, and is deemed to have not successfully completed a program, unless the individual passed the examination or successfully completed the program ~~required in this Division for the category~~ within 36 months of before the date the individual applied for registration.

(2) Subsection (1) does not apply if the individual passed the examination or successfully completed the program more than 36 months before the date the individual applied for registration and one or both of the following apply:		(2) If an individual passed the examination or successfully completed the program required in this Division for a category more than 36 months before the date the individual applied for registration, the individual must not be registered in the category unless the individual		(2) ~~If an~~Subsection (1) does not apply if the individual passed the examination or successfully completed the program ~~required in this Division for a category~~ more than 36 months before the date the individual applied for registrationand one or both of the following apply:

(a) for any 12 months during the 36-month period before the date the individual applied for registration in a category, the individual was registered in the same category in a jurisdiction of Canada;		(a) was registered in the category in a jurisdiction of Canada for 12 months during the 36 month period before the date the individual applied for registration, or

(b) the individual gained 12 months of relevant securities industry experience during the 36-month period before the date the individual applied for registration.		(b) gained 12 months of relevant experience during the 36 month period before the date the individual applied for registration.		(a) for any 12 months during the 36-month period before the date the individual applied for registration in a category, the individual ~~must not be registered in the category unless the individual (a)~~was registered in the same category in a jurisdiction of Canada ~~for 12 months during the 36 month period before the date the individual applied for registration, or~~;

(3) In Québec, the examinations provided for in subsections (4) and (6) of section 45 of Policy Q-9 Dealers, Advisers and Representatives, as it read on September 27, 2009, are deemed to be relevant examinations for purposes of subsection (2).				(b) the individual gained 12 months of relevant securities industry experience during the 36 -month period before the date the individual applied for registration.

				(3) In Québec, the examinations provided for in subsections (4) and (6) of section 45 of Policy Q-9 Dealers, Advisers and Representatives, as it read on September 27, 2009, are deemed to be relevant examinations for purposes of subsection (2).

Division 2 Education and experience requirements

3.4 Proficiency -- initial and ongoing		Proficiency principle		3.4 Proficiency ~~principle~~ - initial and ongoing

(1) An individual must not perform an activity that requires registration unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently.		4.3 When a registered individual performs an activity that requires registration, the individual must have the education and experience reasonably necessary to perform the activity.		~~4.3 When a registered~~ (1) An individual ~~performs~~ must not perform an activity that requires registration ,unless the individual ~~must have~~ has the education, training and experience ~~reasonably~~ that a reasonable person would consider necessary to perform the activitycompetently.

(2) A chief compliance officer must not perform an activity set out in section 5.2 [responsibilities of the chief compliance officer] unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently.				(2) A chief compliance officer must not perform an activity set out in section 5.2 [responsibilities of the chief compliance officer] unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently.

3.5 Mutual fund dealer -- dealing representative		Mutual fund dealer -- dealing representative		3.5 Mutual fund dealer - dealing representative

A dealing representative of a mutual fund dealer must not act as a dealer on behalf of the mutual fund dealer unless one or both of the following apply:		4.5 A dealing representative of a mutual fund dealer must not trade on behalf of the mutual fund dealer unless the representative		~~4.5~~ A dealing representative of a mutual fund dealer must not ~~trade~~ act as a dealer on behalf of the mutual fund dealer unless ~~the representative~~ one or both of the following apply:

(a) the representative has passed the Canadian Investment Funds Exam, the Canadian Securities Course Exam or the Investment Funds in Canada Course Exam;		(a) has passed the Canadian Investment Funds Exam, the Canadian Securities Exam, or the Investment Funds in Canada Exam, or		(a) the representative has passed the Canadian Investment Funds Exam, the Canadian Securities Course Exam , or the Investment Funds in Canada Course Exam ~~, or~~;

		(b) has met the requirements of section 4.11 [portfolio manager -- advising representative].

(b) the representative has met the requirements of section 3.11 [portfolio manager -- advising representative].				(b) the representative has met the requirements of section ~~4.11~~3.11 [portfolio manager - advising representative].

3.6 Mutual fund dealer -- chief compliance officer		Mutual fund dealer -- chief compliance officer		3.6 Mutual fund dealer - chief compliance officer

A mutual fund dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply:		4.6 A mutual fund dealer must not designate an individual as its chief compliance officer under subsection 2.10(1) [chief compliance officer] unless the individual		~~4.6~~ A mutual fund dealer must not designate an individual as its chief compliance officer under subsection ~~2.10~~11.3(1) [designating a chief compliance officer] unless any of the ~~individual~~ following apply:

(a) the individual has passed		(a) has met the requirements of section 4.13 [portfolio manager -- chief compliance officer], or		(a) ~~has met the requirements of section 4.13 [portfolio manager -- chief compliance officer], or(b)~~ the individual has passed

(i) the Canadian Investment Funds Exam, the Canadian Securities Course Exam or the Investment Funds in Canada Course Exam, and		(b) has passed

(ii) the PDO Exam or the Mutual Fund Dealers Compliance Exam;		(i) the Canadian Investment Funds Exam, the Canadian Securities Exam, or the Investment Funds in Canada Exam, and		(i) the Canadian Investment Funds Exam, the Canadian Securities Course Exam , or the Investment Funds in Canada Course Exam, and

(b) the individual has met the requirements of section 3.13 [portfolio manager -- chief compliance officer].		(ii) the PDO Exam.		(ii) the PDO Exam .or the Mutual Fund Dealers Compliance Exam;

				(b) the individual has met the requirements of section 3.13 [portfolio manager - chief compliance officer].

3.7 Scholarship plan dealer -- dealing representative		Scholarship plan dealer -- dealing representative		3.7 Scholarship plan dealer - dealing representative

A dealing representative of a scholarship plan dealer must not act as a dealer on behalf of the scholarship plan dealer unless the representative has passed the Sales Representative Proficiency Exam.		4.7 A dealing representative of a scholarship plan dealer must not trade on behalf of the scholarship plan dealer unless the representative has passed the Sales Representative Proficiency Exam.		~~4.7~~ A dealing representative of a scholarship plan dealer must not ~~trade~~ act as a dealer on behalf of the scholarship plan dealer unless the representative has passed the Sales Representative Proficiency Exam.

3.8 Scholarship plan dealer -- chief compliance officer		Scholarship plan dealer -- chief compliance officer		3.8 Scholarship plan dealer - chief compliance officer

A scholarship plan dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless the individual has passed all of the following:		4.8 A scholarship plan dealer must not designate an individual as its chief compliance officer under subsection 2.10(1) [chief compliance officer] unless the individual has passed		~~4.8~~ A scholarship plan dealer must not designate an individual as its chief compliance officer under subsection ~~2.10~~11.3(1) [designating a chief compliance officer] unless the individual has passedall of the following:

		(a) the Sales Representative Proficiency Exam,

(a) the Sales Representative Proficiency Exam;				(a) the Sales Representative Proficiency Exam ,;

		(b) the Branch Manager Proficiency Exam, and

(b) the Branch Manager Proficiency Exam;				(b) the Branch Manager Proficiency Exam ~~, and~~;

		(c) the PDO Exam.

(c) the PDO Exam.				(c) the PDO Exam.

3.9 Exempt market dealer -- dealing representative		Exempt market dealer -- dealing representative		3.9 Exempt market dealer - dealing representative

A dealing representative of an exempt market dealer must not act as a dealer on behalf of the exempt market dealer unless any of the following apply:		4.9 A dealing representative of an exempt market dealer must not trade on behalf of the exempt market dealer unless the individual		~~4.9~~ A dealing representative of an exempt market dealer must not ~~trade~~ act as a dealer on behalf of the exempt market dealer unless any of the following apply:

		(a) has passed the Canadian Securities Exam, or

(a) the individual has passed the Canadian Securities Course Exam;				(a) the individual ~~(a)~~ has passed the Canadian Securities Course Exam ~~, or~~;

		(b) meets the requirements of section 4.11 [portfolio manager -- advising representative].

(b) the individual has passed the Exempt Market Products Exam;				(b) ~~meets the requirements of section 4.11~~the individual has passed the Exempt Market Products Exam;

(c) the individual satisfies the conditions set out in section 3.11 [portfolio manager -- advising representative].				(b) ~~meets the requirements of section 4.11~~the individual has passed the Exempt Market Products Exam;

3.10 Exempt market dealer -- chief compliance officer		Exempt market dealer -- chief compliance officer		3.10 Exempt market dealer - chief compliance officer

An exempt market dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply:		4.10 An exempt market dealer must not designate an individual as its chief compliance officer under subsection 2.10(1) [chief compliance officer] unless the individual has passed the Canadian Securities Exam.		~~4.10~~ An exempt market dealer must not designate an individual as its chief compliance officer under subsection ~~2.10~~11.3(1) [designating a chief compliance officer] unless any of the following apply:

(a) the individual has passed the PDO Exam and any of the following:				(a) the individual has passed the PDO Exam and any of the following:

(i) the Canadian Securities Course Exam;		(i) the Canadian Securities Course Exam;

(ii) the Exempt Market Products Exam;				(ii) the Exempt Market Products Exam;

(b) the individual has met the requirements of section 3.13 [portfolio manager -- chief compliance officer].				(b) the individual has met the requirements of section 3.13 [portfolio manager -- chief compliance officer].

3.11 Portfolio manager -- advising representative		Portfolio manager -- advising representative		3.11 Portfolio manager - advising representative

An advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless any of the following apply:		4.11 An advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless the representative		~~4.11~~ An advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless ~~the representative~~ any of the following apply:

(a) the representative has earned a CFA Charter and has 12 months of relevant investment management experience in the 36-month period before applying for registration;		(a) has earned a CFA Charter and has 12 months of relevant investment management experience in the 36-month period before applying for registration, or		(a) the representative has earned a CFA Charter and has 12 months of relevant investment management experience in the 36-month period before applying for registration ~~, or~~;

(b) the representative has received the Canadian Investment Manager designation and has 48 months of relevant investment management experience, 12 months of which was in the 36-month period before applying for registration.		(b) has received the Canadian Investment Manager designation and has 48 months of relevant investment management experience, 12 months of which was in the 36-month period before applying for registration.		(b) the representative has received the Canadian Investment Manager designation and has 48 months of relevant investment management experience, 12 months of which was in the 36-month period before applying for registration.

3.12 Portfolio manager -- associate advising representative		Portfolio manager -- associate advising representative		3.12 Portfolio manager - associate advising representative

An associate advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless any of the following apply:		4.12 An associate advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless the representative		~~4.12~~ An associate advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless ~~the representative~~ any of the following apply:

(a) the representative has completed Level 1 of the Chartered Financial Analyst program and has 24 months of relevant investment management experience;		(a) has completed Level 1 of the Chartered Financial Analyst Program and has 24 months of relevant investment management experience, or		(a) the representative has completed Level 1 of the Chartered Financial Analyst ~~Program~~ program and has 24 months of relevant investment management experience ~~, or~~;

(b) the representative has received the Canadian Investment Manager designation and has 24 months of relevant investment management experience.		(b) has received the Canadian Investment Manager designation and has 24 months of relevant investment management experience.		(b) the representative has received the Canadian Investment Manager designation and has 24 months of relevant investment management experience.

3.13 Portfolio manager -- chief compliance officer		Portfolio manager -- chief compliance officer		3.13 Portfolio manager - chief compliance officer

A portfolio manager must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply:		4.13 A portfolio manager must not designate an individual as its chief compliance officer under subsection 2.10(1) [chief compliance officer] unless the individual		~~4.13~~ A portfolio manager must not designate an individual as its chief compliance officer under subsection ~~2.10~~11.3(1) [designating a chief compliance officer] unless ~~the individual~~ any of the following apply:

(a) the individual has		(a) has been previously registered as an advising representative of a portfolio manager in a jurisdiction of Canada,		~~(a) has been previously registered as an advising representative of a portfolio manager in a jurisdiction of Canada,~~

(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,		(b) has		(b

(ii) passed the Canadian Securities Course Exam and the PDO Exam, and		(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,		(a) the individual has

(iii) either		(ii) passed the Canadian Securities Exam and the PDO Exam, and		(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,

A) gained 36 months of relevant securities experience while working at an investment dealer, a registered adviser or an investment fund manager, or		(iii) either		(ii) passed the Canadian Securities Course Exam and the PDO Exam, and

		A) worked for a registered dealer or a registered adviser for three years, or		(iii) either

B) provided professional services in the securities industry for 36 months and worked at a registered dealer, a registered adviser or an investment fund manager for 12 months;		B) provided professional services in the securities industry for three years and worked for a registered dealer or a registered adviser for 12 months, or		A) ~~worked for a registered dealer or a registered adviser for three years, or~~

(b) the individual has passed the Canadian Securities Course Exam and the PDO Exam and any of the following apply:		(c) has passed the Canadian Securities Exam and the PDO Exam and has either		gained 36 months of relevant securities experience while working at an investment dealer, a registered adviser or an investment fund manager, or


(i) the individual has worked at an investment dealer or a registered adviser for 5 years, including for 36 months in a compliance capacity;		(i) worked for a registered dealer or a registered adviser for five years, including for three years in a compliance capacity, or		B) provided professional services in the securities industry for ~~three years~~ 36 months and worked ~~for~~ at a registered dealer or, a registered adviser or an investment fund manager for 12 months ~~, or~~;

(ii) the individual has worked for 5 years at a Canadian financial institution in a compliance capacity relating to portfolio management and worked at a registered dealer or a registered adviser for 12 months;		(ii) worked for five years for a Canadian financial institution in a compliance capacity relating to portfolio management and worked for a registered dealer or a registered adviser for 12 months.		( cb) the individual has passed the Canadian Securities Course Exam and the PDO Exam and ~~has either~~ any of the following apply:

(c) the individual has passed the PDO Exam and has met the requirements of section 3.11 [portfolio manager -- advising representative].				(i) the individual has worked ~~for a registered~~ at an investment dealer or a registered adviser for ~~five~~ 5 years, including for ~~three years~~ 36 months in a compliance capacity ~~, or~~;

				(ii) the individual has worked for ~~five~~ 5 years ~~for~~ at a Canadian financial institution in a compliance capacity relating to portfolio management and worked ~~for~~ at a registered dealer or a registered adviser for 12 months;

				(c) the individual has passed the PDO Exam and has met the requirements of section 3.11 [portfolio manager - advising representative].

3.14 Investment fund manager -- chief compliance officer		Investment fund manager -- chief compliance officer		3.14 Investment fund manager - chief compliance officer

An investment fund manager must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply:		4.15 An investment fund manager must not designate an individual as its chief compliance officer under subsection 2.10(1) [chief compliance officer] unless the individual		~~4.15~~ An investment fund manager must not designate an individual as its chief compliance officer under subsection ~~2.10~~11.3(1) [designating a chief compliance officer] unless any of the following apply:

		(a) has

(a) the individual has

				(a) the individual ~~(a)~~has

(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,		(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,		(i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction,

(ii) passed the Canadian Securities Course Exam and the PDO Exam, and		(ii) passed the Canadian Securities Exam and the PDO Exam, and		(ii) passed the Canadian Securities Course Exam and the PDO Exam, and

		(iii) either

(iii) either

				(iii) either

A) gained 36 months of relevant securities experience while working at a registered dealer, a registered adviser or an investment fund manager, or		A) worked for an investment fund manager for three consecutive years, or		A) ~~worked for~~gained 36 months of relevant securities experience while working at a registered dealer, a registered adviser or an investment fund manager ~~for three consecutive years~~, or

B) provided professional services in the securities industry for 36 months and worked in a relevant capacity at an investment fund manager for 12 months;		B) provided professional services in the securities industry for three consecutive years and worked for an investment fund manager for 12 consecutive months, or		B) provided professional services in the securities industry for ~~three consecutive years~~ 36 months and worked ~~for~~ in a relevant capacity at an investment fund manager for 12 ~~consecutive~~ months ~~, or~~;

		(b) has

(b) the individual has		(i) passed the Canadian Investment Funds Exam, the Canadian Securities Exam, or the Investment Funds in Canada Exam,

(i) passed the Canadian Investment Funds Exam, the Canadian Securities Course Exam, or the Investment Funds in Canada Course Exam,		(ii) passed the PDO Exam, and		(b) the individual has

(ii) passed the PDO Exam, and		(iii) worked for a registered investment fund manager for five consecutive years, including for three consecutive years in a compliance capacity.		(i) passed the Canadian Investment Funds Exam, the Canadian Securities Course Exam, or the Investment Funds in CanadaCourse Exam,

(iii) gained 5 years of relevant securities experience while working at a registered dealer, registered adviser or an investment fund manager, including 36 months in a compliance capacity.				(ii) passed the PDO Exam, and

(c) the individual has met the requirements of section 3.13 [portfolio manager -- chief compliance officer].				(iii) ~~worked for~~ gained 5 years of relevant securities experience while working at a registereddealer, registered adviser or an investment fund manager ~~for five consecutive years~~, including ~~for three consecutive years~~ 36 months in a compliance capacity.


				(c) the individual has met the requirements of section 3.13 [portfolio manager - chief compliance officer].
Division 3 Membership in a self-regulatory organization

3.15 Who must be approved by an SRO before registration		IDA membership for investment dealers		~~IDA membership for investment dealers~~

(1) A dealing representative of an investment dealer must be an "approved person" as defined under the rules of IIROC.		3.1	(2) No individual may be registered to act on behalf of an investment dealer unless the individual is an approved person under the by-laws, regulations and policies of the IDA.	~~3.1~~	~~(2) No individual may be registered to act on behalf of an investment dealer unless the individual is an approved person under the by-laws, regulations and policies of the IDA.~~

(2) Except in Québec, a dealing representative of a mutual fund dealer must be an "approved person" as defined under the rules of the MFDA.				3.15 Who must be approved by an SRO before registration

				(1) A dealing representative of an investment dealer must be an "approved person" as defined under the rules of IIROC.

				(2) Except in Québec, a dealing representative of a mutual fund dealer must be an "approved person" as defined under the rules of the MFDA.
3.16 Exemptions from certain requirements for SRO-approved persons		Exceptions for SRO members		~~Exceptions~~ 3.16 Exemptions from certain requirements for SRO ~~members~~ -approved persons

(1) The following sections do not apply to a registered individual who is a dealing representative of a member of IIROC:		3.3	(1) A registrant that is a member of the IDA, or a dealing representative of a member of the IDA, is exempt from each requirement in the following sections that applies to a registered dealer, or a dealing representative, if the registrant complies with the by-laws, regulations and policies of the IDA that deal with the same subject matter:	~~3.3~~	(1) A registrant that is a member of the IDA, or a dealing representative of a member of the IDA, is exempt from each requirement in the following sections that applies to a registered dealer, or a dealing representative, if the registrant complies with the by-laws, regulations and policies of the IDA that deal with the same subject matter:

(a) subsection 13.2(3) [know your client];

(b) section 13.3 [suitability];		(a) section 4.18 [capital requirement];		(1) The following sections do not apply to a registered individual who is a dealing representative of a member of IIROC:

(c) section 13.13 [disclosure when recommending the use of borrowed money].		(b) section 4.19 [report capital deficiency];

				~~(a) section 4.18 [capital requirement];~~

		(c) section 4.21 [insurance -- dealer];		(a) subsection 13.2(3) [know your client];

(2) The following sections do not apply to a registered individual who is a dealing representative of a member of the MFDA:		(d) section 4.25 [notice of change, claim, or cancellation];		(b) section ~~4.19 [report capital deficiency~~ 13.3 [suitability];

(a) section 13.3 [suitability];

		(e) section 4.26 [appointment of auditor];

(b) section 13.13 [disclosure when recommending the use of borrowed money].		(f) section 4.27 [direction to auditor];		(c) section ~~4.21 [insurance - dealer];~~13.13 [disclosure when recommending the use of borrowed money].

(3) In Québec, the requirements listed in subsection (2) do not apply to a registered individual who is a dealing representative of a mutual fund dealer if the registered individual complies with the applicable regulations on mutual fund dealers in Québec.		(g) section 4.28 [delivering financial information -- dealer];		~~(d) section 4.25 [notice of change, claim, or cancellation];~~

		(h) section 5.4 [providing relationship disclosure information];		~~(e) section 4.26 [appointment of auditor];~~


				~~(f) section 4.27 [direction to auditor];~~
		(i) section 5.5 [suitability];

		(j) section 5. 7 [margin];		~~(g) section 4.28 [delivering financial information - dealer];~~

		(k) section 5.8 [disclosure when recommending use of borrowed money];		~~(h) section 5.4 [providing relationship disclosure information];~~

		(l) section 5.10 [holding client assets in trust];		~~(i) section 5.5 [suitability];~~

		(m) section 5.11 [securities subject to safekeeping agreement];		~~(j) section 5. 7 [margin];~~

		(n) section 5.12 [securities not subject to safekeeping agreement];		~~(k) section 5.8 [disclosure when recommending use of borrowed money];~~

				~~(l) section 5.10 [holding client assets in trust];~~

		(o) section 5.18 [confirmation of trade -- general];

				~~(m) section 5.11 [securities subject to safekeeping agreement];~~

		(p) except in Québec, section 5.29 [dispute resolution service].

				~~(n) section 5.12 [securities not subject to safekeeping agreement];~~

		(2) Except in Québec, the provisions listed in subsection (1) do not apply to a registrant that is a member or approved person of the MFDA if the registrant complies with the by-laws, rules and policies of the MFDA that deal with the same subject matter.		~~(o) section 5.18 [confirmation of trade - general];~~

				~~(p) except in Québec, section 5.29 [dispute resolution service].~~

		(3) In Québec, the provisions listed in subsection (1) do not apply to a mutual fund dealer or a dealing representative of a mutual fund dealer if the registrant complies with the regulation on mutual fund dealer requirements in Québec.		(2) Except in Québec, the provisions listed in subsection (1) do not apply to a registrant that is a member or approved person of the MFDA if the registrant complies with the by-laws, rules and policies of the MFDA that deal with the same subject matter.

				(2) The following sections do not apply to a registered individual who is a dealing representative of a member of the MFDA:

				(a) section 13.3 [suitability];

				(b) section 13.13 [disclosure when recommending the use of borrowed money].

				(3) In Québec, the ~~provisions~~ requirements listed in subsection ( 12) do not apply to a ~~mutual fund dealer or~~ registered individual who is a dealing representative of a mutual fund dealer if the ~~registrant~~ registered individual complies with the ~~regulation~~ applicable regulations on mutual fund ~~dealer requirements~~ dealers in Québec.

Part 4 Restrictions on registered individuals

4.1 Restriction on acting for another registered firm		Registrant relationships		~~Registrant relationships~~ 4.1 Restriction on acting for another registered firm

An individual registered as a dealing, advising or associate advising representative of a registered firm must not act as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned registered firm.		6.3 An individual registered as a dealing, advising or associate advising representative of a registered firm must not act as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned registered firm.		~~6.3~~ An individual registered as a dealing, advising or associate advising representative of a registered firm must not act as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned registered firm.

4.2 Associate advising representatives -- pre-approval of advice		Associate advising representative -- approved advising only		~~Associate advising representative - approved advising only~~

(1) An associate advising representative of a registered adviser must not advise on securities unless, before giving the advice, the advice has been approved by an individual designated by the registered firm under subsection (2).		2.8 (1) An associate advising representative of a registered adviser must not advise in securities unless, before giving the advice, the advice is approved by an advising representative designated by the adviser.		4.2 Associate advising representatives - pre-approval of advice

(2) A registered adviser must designate, for an associate advising representative, an advising representative to review the advice of the associate advising representative.		(2) A registered adviser that designates an advising representative for the purpose of subsection (1) must notify the regulator of the designation no later than the 5th business day following the date of the designation.		~~2.8~~ (1) An associate advising representative of a registered adviser must not advise in on securities unless, before giving the advice, the advice is has been approved by an ~~advising representative~~ individual designated by the ~~adviser~~ registered firm under subsection (2).

(3) No later than the 7th day following the date of a designation under subsection (2), a registered adviser must provide the regulator with the names of the advising representative and the associate advising representative who are the subject of the designation.				(2) A registered adviser must designate, for an associate advising representative, an advising representative to review the advice of the associate advising representative.

				~~(2) A registered adviser that designates an advising representative for the purpose of subsection (1) must notify the regulator of the designation no later than the 5th business day following the date~~ (3) No later than the 7th day following the date of a designation under subsection (2), a registered adviser must provide the regulator with the names of the advising representative and the associate advising representative who are the subject of the designation.

Part 5 Ultimate designated person and chief compliance officer

5.1 Responsibilities of the ultimate designated person		Ultimate designated person -- functions		~~Ultimate~~ 5.1 Responsibilities of the ultimate designated person ~~- functions~~

The ultimate designated person of a registered firm must do all of the following:		5.24 The ultimate designated person of a registered firm must		~~5.24~~ The ultimate designated person of a registered firm must do all of the following:

(a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on the firm's behalf;		(a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on its behalf, and		(a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on ~~its~~ the firm's behalf ~~, and~~;

(b) promote compliance by the firm, and individuals acting on its behalf, with securities legislation.		(b) promote compliance with securities legislation within the firm.		(b) promote compliance by the firm, and individuals acting on its behalf, with securities legislation ~~within the firm~~.

5.2 Responsibilities of the chief compliance officer			Chief compliance officer -- functions		~~Chief~~ 5.2 Responsibilities of the chief compliance officer ~~- functions~~

The chief compliance officer of a registered firm must do all of the following:		5.25 The chief compliance officer of a registered firm must		~~5.25~~ The chief compliance officer of a registered firm must do all of the following:

(a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation;		(a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation,		(a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation ,;

(b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation;		(b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation,		(b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation ,;

(c) report to the ultimate designated person of the firm as soon as possible if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, may be in non-compliance with securities legislation and any of the following apply:		(c) report to the ultimate designated person as soon as practicable if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, is in substantial non-compliance with securities legislation, and		(c) report to the ultimate designated person of the firm as soon as ~~practicable~~ possible if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, is may be in ~~substantial~~ non-compliance with securities legislation , andany of the following apply:

(i) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client;		(d) submit an annual report to the board of directors or partnership for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation.		(i) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client;

(ii) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets;				(ii) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets;

(iii) the non-compliance is part of a pattern of non-compliance;				(iii) the non-compliance is part of a pattern of non-compliance;

(d) submit an annual report to the firm's board of directors, or individuals acting in a similar capacity for the firm, for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation.				(d) submit an annual report to the firm's board of directors ~~or partnership~~, or individuals acting in a similar capacity for the firm, for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation.

Part 6 Suspension and revocation of registration -- individuals

6.1 If individual ceases to have authority to act for firm		Termination of employment, etc.		~~Termination of employment, etc.~~6.1 If individual ceases to have authority to act for firm

If a registered individual ceases to have authority to act as a registered individual on behalf of his or her sponsoring firm because of the end of, or a change in, the individual's employment, partnership, or agency relationship with the firm, the individual's registration with the firm is suspended until reinstated or revoked under securities legislation.		7.6 If a registered individual ceases to have an employment, partnership or agency relationship with a registered firm, the individual's registration with the registered firm is suspended on the date the relationship ceased.		~~7.6~~ If a registered individual ceases to have an authority to act as a registered individual on behalf of his or her sponsoring firm because of the end of, or a change in, the individual's employment, partnership, or agency relationship with ~~a registered~~ the firm, the individual's registration with the ~~registered~~ firm is suspended ~~on the date the relationship ceased~~until reinstated or revoked under securities legislation.

6.2 If IIROC approval is revoked or suspended		Suspension of IDA approval		~~Suspension of IDA~~ 6.2 If IIROC approvalis revoked or suspended

If IIROC revokes or suspends a registered individual's approval in respect of an investment dealer, the individual's registration as a dealing representative of the investment dealer is suspended until reinstated or revoked under securities legislation.		7.3 (2) If the IDA revokes or suspends a registered individual's approval, the individual's registration in the category of investment dealer is suspended.		~~7.3 (2)~~ If ~~the IDA~~ IIROC revokes or suspends a registered individual's approvalin respect of an investment dealer, the individual's registration in as a dealing representative of the ~~category of~~ investment dealer is suspended .until reinstated or revoked under securities legislation.

6.3 If MFDA approval is revoked or suspended		Suspension of MFDA approval		~~Suspension of~~6.3 If MFDA approvalis revoked or suspended

Except in Québec, if the MFDA revokes or suspends a registered individual's approval in respect of a mutual fund dealer, the individual's registration as a dealing representative of the mutual fund dealer is suspended until reinstated or revoked under securities legislation.		7.4 (2) If the MFDA revokes or suspends a registered individual's approval, the individual's registration in the category of mutual fund dealer is suspended.		~~7.4 (2) If~~ Except in Québec, if the MFDA revokes or suspends a registered individual's approvalin respect of a mutual fund dealer, the individual's registration in as a dealing representative of the ~~category of~~ mutual fund dealer is suspendeduntil reinstated or revoked under securities legislation.

		(3) This section does not apply in Québec.

				~~(3) This section does not apply in Québec.~~

6.4 If sponsoring firm is suspended		Suspension of registered firm		~~Suspension of registered~~6.4 If sponsoring firmis suspended

If a registered firm's registration in a category is suspended, the registration of each registered dealing, advising or associate advising representative acting on behalf of the firm in that category is suspended until reinstated or revoked under securities legislation.		7.2 If the registration of a registered firm in a category is suspended, the registration of each registered dealing, advising or associate advising representative in that category is suspended.		~~7.2 If the registration of~~ If a registered firm's registration in a category is suspended, the registration of each registered dealing, advising or associate advising representative acting on behalf of the firm in that category is suspendeduntil reinstated or revoked under securities legislation.

6.5 Dealing and advising activities suspended		Activities requiring registration are prohibited		~~Activities requiring registration are prohibited~~6.5 Dealing and advising activities suspended

If an individual's registration in a category is suspended, the individual must not act as a dealer, an underwriter or an adviser, as the case may be, under that category.		7.1 If the registration of a registered firm or a registered individual in a category is suspended, he, she or it must not act as a dealer, an adviser, or an investment fund manager in that category.		~~7.1~~ If ~~the~~an individual's registration ~~of a registered firm or a registered individual~~ in a category is suspended, ~~he, she or it~~the individual must not act as a dealer, an underwriter or an adviser, ~~or an investment fund manager in~~as the case may be, under that category.

6.6 Revocation of a suspended registration - individual		Revocation of registration		6.6 Revocation of a suspended registration- individual

If a registration of an individual has been suspended under this Part and it has not been reinstated, the registration is revoked on the 2nd anniversary of the suspension.		7.7 If a registration has been suspended under this Part and it has not been reinstated, the registration is revoked on the second anniversary following the suspension.		~~7.7~~ If a registration of an individual has been suspended under this Part and it has not been reinstated, the registration is revoked on the ~~second~~ 2nd anniversary ~~following~~ of the suspension.

6.7 Exception for individuals involved in a hearing		Exception -- hearing		6.7 Exception --for individuals involved in a hearing

Despite section 6.6, if a hearing concerning a suspended registrant is commenced under securities legislation or a proceeding concerning the registrant is commenced under the rules of an SRO, the registrant's registration remains suspended.		7.8 Despite 7.7 [revocation of registration], if a hearing concerning a suspended registrant is commenced under the Act, the registration remains suspended until a decision has been made by the regulator or the securities regulatory authority.		~~7.8~~ Despite ~~7.7 [revocation of registration],~~section 6.6, if a hearing concerning a suspended registrant is commenced under ~~the Act, the~~ securities legislation or a proceeding concerning the registrant is commenced under the rules of an SRO, the registrant's registration remains suspended ~~until a decision has been made by the regulator or the securities regulatory authority~~.

6.8 Application of Part 6 in Ontario		New Provision		6.8 Application of Part 6 in Ontario

Other than section 6.5 [dealing and advising activities suspended], this Part does not apply in Ontario.		Dealer and underwriter categories		Other than section 6.5 [dealing and advising activities suspended], this Part does not apply in Ontario.

[Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10.]				[Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10.]

Part 7 Categories of registration for firms

7.1 Dealer categories		Dealer and underwriter categories		7.1 Dealer ~~and underwriter~~ categories

(1) The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as a dealer:		2.1 (1) A dealer or underwriter, if required to be registered, must be registered by the regulator in one or more of the following categories:		~~2.1 (1) A dealer or underwriter, if~~(1) The following are the categories of registration for a person or company that is required, under securities legislation, to ~~be registered, must~~ be registered ~~by the regulator in one or more of the following categories~~ as a dealer:

(a) investment dealer;		(a) investment dealer, being a dealer or underwriter that is permitted to trade in, or act as an underwriter in respect of, any security;

(b) mutual fund dealer;				(a) investment dealer ~~, being a dealer or underwriter that is permitted to trade in, or~~;

(c) scholarship plan dealer;		(b) mutual fund dealer, being a dealer that is only permitted to trade in securities of

				(b) mutual fund dealer;

(d) exempt market dealer;		(i) mutual funds, and		(c) scholarship plan dealer;

(e) restricted dealer.		(ii) except in Québec, investment funds that are labour sponsored investment fund corporations or labour sponsored venture capital corporations under provincial legislation;		(d) exempt market dealer;

(2) A person or company registered in the category of				(e) restricted dealer.

(a) investment dealer may act as a dealer or an underwriter in respect of any security,		(c) scholarship plan dealer, being a dealer that is only permitted to trade in securities of scholarship plans, educational plans or educational trusts;		(2) A person or company registered in the category of

(b) mutual fund dealer may act as a dealer in respect of any security of		(d) exempt market dealer, being		(a) investment dealer may act asa dealer or an underwriter in respect of, any security;,

(i) a mutual fund, or		(i) a dealer that is only permitted to trade		(b) mutual fund dealer~~, being~~ may act as a dealer ~~that is only permitted to trade in securities of~~ in respect of any security of

(ii) except in Québec, an investment fund that is a labour-sponsored investment fund corporation or labour-sponsored venture capital corporation under legislation of a jurisdiction of Canada,		A) in securities that are distributed under an exemption from the prospectus requirement,		(i) a mutual ~~funds~~ fund, ~~and~~ or

(c) scholarship plan dealer may act as a dealer in respect of a security of a scholarship plan, an educational plan or an educational trust,		B) in securities that are distributed under a prospectus if the distribution may have been made under an exemption from the prospectus requirement,		(ii) except in Québec, an investment ~~funds~~fund that ~~are~~ is a labour -sponsored investment fund ~~corporations~~ corporation or labour -sponsored venture capital ~~corporations~~corporation under ~~provincial~~ legislation;of a jurisdiction of Canada,

(d) exempt market dealer may		C) in securities that, if the trade were a distribution, may have been distributed under an exemption from the prospectus requirement, and

(i) act as a dealer by trading a security that is distributed under an exemption from the prospectus requirement, whether or not a prospectus was filed in respect of the distribution,		D) on behalf of a client, any securities acquired by the client in a circumstance described in subparagraph (A), (B) or (C) , if the trade is with a registered dealer, and		(c) scholarship plan dealer~~, being~~ may act as a dealer ~~that is only permitted to trade in securities of scholarship plans, educational plans or educational trusts;~~ in respect of a security of a scholarship plan, an educational plan or an educational trust,

(ii) act as a dealer by trading a security that, if the trade were a distribution, would be exempt from the prospectus requirement,		(ii) an underwriter that is only permitted to act as an underwriter in respect of a distribution of securities that may be made under an exemption from the prospectus requirement;		(d) exempt market dealer~~, being~~ may

(iii) receive an order from a client to sell a security that was acquired by the client in a circumstance described in subparagraph (i) or (ii), and may act or solicit in furtherance of receiving such an order, and		(e) restricted dealer, being a dealer that is limited by conditions on its registration to trading in a specified security, class of security or the securities of a class of issuers.		(i) act as a dealerby trading a security that is ~~only permitted to tradeA) in securities that are~~ distributed under an exemption from the prospectus requirement, ~~B) in securities that are distributed under~~ whether or not a prospectus if was filed in respect of the distribution ~~may have been made under an exemption from the prospectus requirement~~,

(iv) act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement;		(2) Despite subsection (1)(b), in British Columbia a mutual fund dealer is only permitted to trade in securities of

(e) restricted dealer may act as a dealer or an underwriter in accordance with the terms, conditions, restrictions or requirements applied to its registration.		(i) mutual funds,		C(ii) ~~in securities~~ act as a dealer by trading a security that, if the trade were a distribution, ~~may have been distributed under an exemption~~ would be exempt from the prospectus requirement, ~~and~~

(3) Despite paragraph (2)(b), in British Columbia a mutual fund dealer may also act as a dealer in respect of securities of any of the following:		(ii) investment funds that are labour sponsored investment fund corporations or labour sponsored venture capital corporations under provincial legislation, and		D(iii) ~~on behalf of~~ receive an order from a client~~, any securities~~ to sell a security that was acquired by the client in a circumstance described in subparagraph ~~(A), (B) or (C) , if the trade is with a registered dealer~~ (i) or (ii), and may act or solicit in furtherance of receiving such an order, and

		(iii) securities of scholardship plans, educational plans or educational trusts.


(a) scholarship plans;				~~(ii) an underwriter that is only permitted to~~

(b) educational plans;				(iv) act as an underwriter in respect of a distribution of securities that ~~may be~~ is made under an exemption from the prospectus requirement;

(c) educational trusts.

(4) Subsection (1) does not apply in Ontario.				(e) restricted dealer ~~, being~~ may act as a dealer ~~that is limited by~~ or an underwriter in accordance with the terms, conditions on, restrictions or requirements applied to its registration ~~to trading in a specified security, class of security or the securities of a class of issuers~~.

[Note: In Ontario, the same categories of registration for firms acting as dealers as in subsection 7.1(1) are set out under subsection 26(2) of the Securities Act (Ontario).]				( 23) Despite ~~subsection (1~~paragraph (2)(b), in British Columbia a mutual fund dealer ~~is only permitted to trade in securities of~~ may also act as a dealer in respect of securities of any of the following:

				~~(i) mutual funds,~~

				~~(ii) investment funds that are labour sponsored investment fund corporations or labour sponsored venture capital corporations under provincial legislation, and~~

				( ~~iii~~a) ~~securities of~~ scholarship plans ~~, educational plans or educational trusts.~~;

				(b) educational plans;

				(c) educational trusts.

				(4) Subsection (1) does not apply in Ontario.

				[Note: In Ontario, the same categories of registration for firms acting as dealers as in subsection 7.1(1) are set out under subsection 26(2) of the Securities Act (Ontario).]

7.2 Adviser categories		Adviser categories		7.2 Adviser categories

(1) The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as an adviser:		2.3 An adviser, if required to be registered, must be registered by the regulator in one of the following categories:		~~2.3 An adviser, if required to be registered, must be registered by the regulator in one of the following categories:~~

(a) portfolio manager;		(a) portfolio manager, being an adviser that is permitted to advise in any security;		(1) The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as an adviser:

(b) restricted portfolio manager.		(b) restricted portfolio manager, being an adviser that is limited by conditions on its registration to advising in specified securities, classes of securities or the securities of a class of issuers.

(2) A person or company registered in the category of				(a) portfolio manager~~, being an adviser that is permitted to advise in any security~~;

(a) portfolio manager may act as an adviser in respect of any security, and				(b) restricted portfolio manager~~, being an adviser that is limited by conditions on its registration to advising in specified securities, classes of securities or the securities of a class of issuers~~.

(b) restricted portfolio manager may act as an adviser in respect of any security in accordance with the terms, conditions, restrictions or requirements applied to its registration.				(2) A person or company registered in the category of

(3) Subsection (1) does not apply in Ontario.				(a) portfolio manager may act as an adviser in respect of any security, and

[Note: In Ontario, the same categories of registration for firms acting as advisers as in subsection 7.2(1) are set out under subsection 26(6) of the Securities Act (Ontario).]				(b) restricted portfolio manager may act as an adviser in respect of any security in accordance with the terms, conditions, restrictions or requirements applied to its registration.

				(3) Subsection (1) does not apply in Ontario.

				[Note: In Ontario, the same categories of registration for firms acting as advisers as in subsection 7.2(1) are set out under subsection 26(6) of the Securities Act (Ontario).]

7.3 Investment fund manager category		Investment fund manager category		7.3 Investment fund manager category

The category of registration for a person or company that is required, under securities legislation, to be registered as an investment fund manager is "investment fund manager".		2.6 An investment fund manager, if required to be registered, must be registered by the regulator in the category of investment fund manager, being a person or compnay that is permitted to direct the business, operations or affairs of an investment fund.		~~2.6 An investment fund manager, if required to be registered, must be registered by the regulator in the category of investment fund manager, being~~ The category of registration for a person or company that is ~~permitted to direct the business, operations or affairs of~~ required, under securities legislation, to be registered as an investment fundmanager is "investment fund manager".

Part 8 Exemptions from the requirement to register

Division 1 Exemptions from dealer and underwriter registration

8.1 Interpretation of "trade" in Québec		New Provision		8.1 Interpretation of "trade" in Québec

In this Part, in Québec, "trade" refers to any of the following activities:				In this Part, in Québec, "trade" refers to any of the following activities:

(a) the activities described in the definition of "dealer" in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities:				(a) the activities described in the definition of "dealer" in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities:

(i) the sale or disposition of a security by onerous title, whether the terms of payment are on margin, installment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b);				(i) the sale or disposition of a security by onerous title, whether the terms of payment are on margin, installment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b);

(ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system;				(ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system;

(iii) the receipt by a registrant of an order to buy or sell a security;				(iii) the receipt by a registrant of an order to buy or sell a security;

(b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt.				(b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt.

8.2 Definition of "securities" in Alberta, British Columbia, New Brunswick and Saskatchewan		New Provision		8.2 Definition of "securities" in Alberta, British Columbia, New Brunswick and Saskatchewan

Despite section 1.2, in Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this Division excludes "exchange contracts".				Despite section 1.2, in Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this Division excludes "exchange contracts".

8.3 Interpretation -- exemption from underwriter registration requirement		Interpretation		8.3 Interpretation -- exemption from underwriter registration requirement

In this Division, an exemption from the dealer registration requirement is an exemption from the underwriter registration requirement.		8.1 (2) In this Division, an exemption from the dealer registration requirement is deemed to be an exemption from the underwriter registration requirement.		~~8.1 (2)~~ In this Division, an exemption from the dealer registration requirement is ~~deemed to be~~ an exemption from the underwriter registration requirement.

8.4 Person or company not in the business of trading in British Columbia, Manitoba and New Brunswick		New Provision		8.4 Person or company not in the business of trading in British Columbia, Manitoba and New Brunswick

(1) In British Columbia and New Brunswick, a person or company is exempt from the dealer registration requirement if the person or company				(1) In British Columbia and New Brunswick, a person or company is exempt from the dealer registration requirement if the person or company

(a) is not engaged in the business of trading in securities or exchange contracts as a principal or agent, and				(a) is not engaged in the business of trading in securities or exchange contracts as a principal or agent, and

(b) does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent.				(b) does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent.

(2) In Manitoba, a person or company is exempt from the dealer registration requirement if the person or company				(2) In Manitoba, a person or company is exempt from the dealer registration requirement if the person or company

(a) is not engaged in the business of trading in securities as a principal or agent, and				(a) is not engaged in the business of trading in securities as a principal or agent, and

(b) does not hold himself, herself or itself out as engaging in the business of trading in securities as a principal or agent.				(b) does not hold himself, herself or itself out as engaging in the business of trading in securities as a principal or agent.

8.5 Trades through or to a registered dealer		Investment fund distributing through dealer		~~Investment fund distributing through dealer~~

The dealer registration requirement does not apply to a person or company in respect of a trade by the person or company if one of the following applies:		8.2 The dealer registration requirement does not apply to an investment fund or the investment fund manager of the fund that distributes a security of the investment fund's own issue only through a registered dealer.		8.2 The dealer registration requirement does not apply to an investment fund or the investment fund manager of the fund that distributes a security of the investment fund's own issue only through a registered dealer.

(a) the trade is made solely through an agent who is a registered dealer, if the dealer is registered in a category that permits the trade;		Issuer distributing through dealer		~~Issuer distributing through dealer~~

(b) the trade is made to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade.		8.3 The dealer registration requirement does not apply to an issuer that is trading in securities for the purpose of distributing a security of its own issue for its own account if the trading is done only through a registered dealer.		~~8.3 The dealer registration requirement does not apply to~~ a ~~n issuer that is trading in securities for the purpose of distributing a security of its own issue for its own account if the trading is done only through a registered dealer.~~

				8.5 Trades through or to a registered dealer

				The dealer registration requirement does not apply to a person or company in respect of a trade by the person or company if one of the following applies:

				(a) the trade is made solely through an agent who is a registered dealer, if the dealer is registered in a category that permits the trade;

				(b) the trade is made to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade.

8.6 Adviser -- non-prospectus qualified investment fund		Exemption from dealer registration for advisers		~~Exemption from dealer registration for advisers~~8.6 Adviser -- non-prospectus qualified investment fund

(1) The dealer registration requirement does not apply to a registered adviser, or an adviser that is exempt from registration under section 8.26 [international adviser], in respect of a trade in a security of a non-prospectus qualified investment fund if both of the following apply:		2.2 (1) The dealer registration requirement does not apply to a registered adviser, or an adviser that is exempt from registration under section 8.16 [international adviser], that buys or sells a security of a pooled fund administered by the adviser for a fully-managed account that is created and managed by the adviser.		~~2.2~~ (1) The dealer registration requirement does not apply to a registered adviser, or an adviser that is exempt from registration under section ~~8.16~~8.26 [international adviser], ~~that buys or sells a security of a pooled fund administered by the advise for a fully-managed account that is created and managed by the adviser~~ in respect of a trade in a security of a non-prospectus qualified investment fund if both of the following apply:

(a) the adviser acts as the fund's adviser and investment fund manager;		(2) The exemption in subsection (1) is not available if the fully-managed account or pooled fund is created or used primarily for the purpose of qualifying for the exemption.

(b) the trade is to a managed account of a client of the adviser.				(a) the adviser acts as the fund's adviser and investment fund manager;

(2) The exemption in subsection (1) is not available if the managed account or non-prospectus qualified investment fund was created or is used primarily for the purpose of qualifying for the exemption.		(3) The exemption in subsection (1) is not available unless the adviser, within 5 business days of its first use of the exemption, provides written notice to the regulator that it is relying on the exemption.		(b) the trade is to a managed account of a client of the adviser.

(3) An adviser that relies on subsection (1) must provide written notice to the regulator that it is relying on the exemption within 7 days of its first use of the exemption.				(2) The exemption in subsection (1) is not available if the ~~fully-~~managed account or ~~pooled~~ non-prospectus qualified investment fund is was created or is used primarily for the purpose of qualifying for the exemption.

				(3) ~~The exemption in~~ An adviser that relies on subsection (1) ~~is not available unless the adviser, within 5 business days of its first use of the exemption, provides~~ must provide written notice to the regulator that it is relying on the exemption within 7 days of its first use of the exemption.

8.7 Investment fund reinvestment		Investment fund reinvestment		8.7 Investment fund reinvestment

(1) Subject to subsections (2), (3), (4) and (5), the dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund, in respect of a trade in a security with a security holder of the investment fund if the trade is permitted by a plan of the investment fund and is in a security of the investment fund's own issue and if any of the following apply:		8.4 (1) Subject to subsections (3), (4) and (5), the dealer registration requirement does not apply to an investment fund or the investment fund manager of the fund trading in a security with a security holder of the investment fund if the trade is permitted by a plan of the investment fund and is in a security of the investment fund's own issue if		~~8.4~~ (1) Subject to subsections (2), (3), (4) and (5), the dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund ~~trading~~, in respect of a trade in a security with a security holder of the investment fund if the trade is permitted by a plan of the investment fund and is in a security of the investment fund's own issue if and if any of the following apply:

(a) a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the investment fund's securities is applied to the purchase of the security that is of the same class or series as the securities to which the dividends or distributions are attributable;		(a) a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the investments fund's securities are applied to the purchase of the security that is of the same class or series as the securities to which the dividends or distributions out of earnings, surplus, capital or other sources are attributable, or		(a) a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the ~~investments~~investment fund's securities ~~are~~is applied to the purchase of the security that is of the same class or series as the securities to which the dividends or distributions ~~out of earnings, surplus, capital or other sources~~ are attributable~~, or~~;

(b) the security holder makes an optional cash payment to purchase the security of the investment fund and both of the following apply:		(b) subject to subsection (2), the security holder makes an optional cash payment to purchase the security of the investment fund that is of the same class or series of securities described in paragraph (a) that trade on a marketplace.		(b) ~~subject to subsection (2),~~ the security holder makes an optional cash payment to purchase the security of the investment fund ~~that~~ and both of the following apply:

(i) the security is of the same class or series of securities described in paragraph (a) that trade on a marketplace;

(ii) the aggregate number of securities issued under the optional cash payment does not exceed, in the financial year of the investment fund during which the trade takes place, 2 per cent of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.		(2) The aggregate number of securities issued under the optional cash payment referred to in paragraph (1)(b) must not exceed, in any fiscal year of the investment fund during which the trade takes place, two per cent of the issued and outstanding securities of the class to which the plan relates as at the beginning of the fiscal year.		(i) the security is of the same class or series of securities described in paragraph (a) that trade on a marketplace .;

(2) The exemption in subsection (1) is not available unless the plan that permits the trade is available to every security holder in Canada to which the dividend or distribution is available.		(3) A plan that permits a trade described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution is out of earnings, surplus, capital or other sources available.		( 2ii) ~~The~~ the aggregate number of securities issued under the optional cash payment ~~referred to in paragraph (1)(b) must~~ does not exceed, in ~~any fiscal~~ the financial year of the investment fund during which the trade takes place, ~~two~~2 per cent of the issued and outstanding securities of the class to which the plan relates as at the beginning of the ~~fiscal~~ financial year.

(3) The exemption in subsection (1) is not available if a sales charge is payable on a trade described in the subsection.		(4) No sales charge is payable on a trade described in subsection (1).		~~(3) A~~(2) The exemption in subsection (1) is not available unless the plan that permits a the trade ~~described in subsection (1) must be~~ is available to every security holder in Canada to which the dividend or distribution is ~~out of earnings, surplus, capital or other sources~~ available.

		(5) The most recent prospectus of the investment fund, if any, must set out

(4) At the time of the trade, if the investment fund is a reporting issuer and in continuous distribution, the investment fund must have set out in the prospectus under which the distribution is made		(a) details of any deferred or contingent sales charge or redemption fee that is payable at the time of the redemption of the security,		~~(4) No~~(3) The exemption in subsection (1) is not available if a sales charge is payable on a trade described in the subsection ~~(1)~~.

(a) details of any deferred or contingent sales charge or redemption fee that is payable at the time of the redemption of the security, and		(b) any right that the security holder has to make an election to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund, and		~~(5) The most recent prospectus of the investment fund, if any, must set out~~

(b) any right that the security holder has to elect to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund and instructions on how the right can be exercised.		(c) instructions on how the right referred to in paragraph (b) can be exercised.		(4) At the time of the trade, if the investment fund is a reporting issuer and in continuous distribution, the investment fund must have set out in the prospectus under which the distribution is made

				(a) details of any deferred or contingent sales charge or redemption fee that is payable at the time of the redemption of the security, and

(5) At the time of the trade, if the investment fund is a reporting issuer and is not in continuous distribution, the investment fund must provide the information required by subsection (4) in its prospectus, annual information form or a material change report.				(b) any right that the security holder has to ~~make an election~~ elect to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund , and ~~(c)~~ instructions on how the right ~~referred to in paragraph (b)~~ can be exercised.

				(5) At the time of the trade, if the investment fund is a reporting issuer and is not in continuous distribution, the investment fund must provide the information required by subsection (4) in its prospectus, annual information form or a material change report.

8.8 Additional investment in investment funds		Additional investment in investment funds		8.8 Additional investment in investment funds

The dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund, in respect of a trade in a security of the investment fund's own issue with a security holder of the investment fund if all of the following apply:		8.5 The dealer registration requirement does not apply to an investment fund or the investment fund manager of the fund in respect of a trade in a security of the investment fund's own issue with a security holder of the investment fund if		~~8.5~~ The dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund, in respect of a trade in a security of the investment fund's own issue with a security holder of the investment fund if all of the following apply:

(a) the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the acquisition;		(a) the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the trade,		(a) the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the ~~trade,~~ acquisition;

(b) the trade is in respect of a security of the same class or series as the securities initially acquired, as described in paragraph (a);		(b) the trade is for a security of the same class or series as the securities initially acquired, as described in paragraph (a), and		(b) the trade is ~~for~~ in respect of a security of the same class or series as the securities initially acquired, as described in paragraph (a) ~~, and~~;

(c) the security holder, as at the date of the trade, holds securities of the investment fund and one or both of the following apply:		(c) the security holder, as at the date of the trade, holds securities of the investment fund that have		(c) the security holder, as at the date of the trade, holds securities of the investment fund ~~that have~~ and one or both of the following apply:

(i) the acquisition cost of the securities being held was not less than $150,000;		(i) an acquisition cost of not less than $150,000, or		(i) an the acquisition cost of the securities being held was not less than $ ~~150,000, or~~ 150,000;

(ii) the net asset value of the securities being held is not less than $150,000.		(ii) a net asset value of not less than $150,000.		(ii) a the net asset value of the securities being held is not less than $150,000.

8.9 Additional investment in investment funds if initial purchase before September 14, 2005		[8.10 45-106]		N/A

The dealer registration requirement does not apply in respect of a trade by an investment fund in a security of its own issue to a purchaser that initially acquired a security of the same class as principal before September 14, 2005 if all of the following apply:

(a) the security was initially acquired under any of the following provisions:

(i) in Alberta, sections 86(e) and 131(1)(d) of the Securities Act (Alberta) as they existed prior to their repeal by sections 9(a) and 13 of the Securities Amendment Act (Alberta), 2003 SA c.32 and sections 66.2 and 122.2 of the Alberta Securities Commission Rules (General);

(ii) in British Columbia, sections 45(2) (5) and (22), and 74(2) (4) and (19) of the Securities Act (British Columbia);

(iii) in Manitoba, sections 19(3) and 58(1)(a) of the Securities Act (Manitoba) and section 90 of the Securities Regulation MR 491/88R;

(iv) in New Brunswick, section 2.8 of Local Rule 45-501 Prospectus and Registration Exemptions;

(v) in Newfoundland and Labrador, sections 36(1)(e) and 73(1)(d) of the Securities Act (Newfoundland and Labrador);

(vi) in Nova Scotia, sections 41(1)(e) and 77(1)(d) of the Securities Act (Nova Scotia);

(vii) in Northwest Territories, section 3(c) and (z) of Blanket Order No. 1;

(viii) in Nunavut, section 3(c) and (z) of Blanket Order No. 1;

(ix) in Ontario, sections 35(1)5 and 72(1)(d) of the Securities Act (Ontario) and section 2.12 of Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004;

(x) in Prince Edward Island, section 2(3)(d) of the former Securities Act (Prince Edward Island) and Prince Edward Island Local Rule 45-512 Exempt Distributions - Exemption for Purchase of Mutual Fund Securities;
(xi) in Québec, former sections 51 and 155.1(2) of the Securities Act (Québec);

(xii) in Saskatchewan, sections 39(1)(e) and 81(1)(d) of The Securities Act, 1988 (Saskatchewan);

(b) the trade is for a security of the same class or series as the initial trade;

(c) the security holder, as at the date of the trade, holds securities of the investment fund that have one or both of the following characteristics:

(i) an acquisition cost of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial trade was conducted;

(ii) a net asset value of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial trade was conducted.

8.10 Private investment club		Private investment club -- investment fund manager exemption		8.10 Private investment club ~~-- investment fund manager exemption~~

The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if all of the following apply:		8.7 The investment fund manager registration requirement does not apply to a person or company that directs the business, operations or affairs of an investment fund if the investment fund		~~8.7~~ The ~~investment fund manager~~ dealer registration requirement does not apply ~~to a person or company that directs the business, operations or affairs~~ in respect of a trade in a security of an investment fund if all of the ~~investment fund~~ following apply:

(a) the fund has no more than 50 beneficial security holders;		(a) has no more than 50 beneficial security holders,

(b) the fund does not seek and has never sought to borrow money from the public;		(b) does not seek and has never sought to borrow money from the public,		(a) the fund has no more than 50 beneficial security holders ,;

(c) the fund does not distribute and has never distributed its securities to the public;		(c) does not and has never distributed its securities to the public,		(b) the fund does not seek and has never sought to borrow money from the public ,;

(d) the fund does not pay or give any remuneration for investment management or administration advice in respect of trades in securities, except normal brokerage fees;		(d) does not pay or give any remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and		(c) the fund does not distribute and has never distributed its securities to the public ,;

(e) the fund, for the purpose of financing its operations, requires security holders to make contributions in proportion to the value of the securities held by them.		(e) for the purpose of financing the operations of the investment fund, requires holders to make contributions in proportion to the value of the securities held by them.		(d) the fund does not pay or give any remuneration for investment management or administration advice or in respect of trades in securities, except normal brokerage fees ~~, and~~;

				(e) the fund, for the purpose of financing ~~the~~ its operations ~~of the investment fund~~, requires security holders to make contributions in proportion to the value of the securities held by them.

8.11 Private investment fund -- loan and trust pools		Private investment fund - loan and trust pools		8.11 Private investment fund --- loan and trust pools

(1) The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if all of the following apply:		8.6 (1) The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if the investment fund		~~8.6~~ (1) The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if all of the ~~investment~~ following apply:

(a) the fund is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;		(a) is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada,		(a) the fund ~~(a)~~ is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada ,;

(b) the fund has no promoter or investment fund manager other than the trust company or trust corporation referred to in paragraph (a);		(b) has no promoter or manager other than the trust company or trust corporation referred to in paragraph (a), and		(b) the fund has no promoter or investment fund manager other than the trust company or trust corporation referred to in paragraph (a)~~, and~~;

(c) the fund commingles the money of different estates and trusts for the purpose of facilitating investment.		(c) co-mingles the money of different estates and trusts for the purpose of facilitating investment.		(c) ~~co-mingles~~ the fund commingles the money of different estates and trusts for the purpose of facilitating investment.

(2) Despite subsection (1), a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada is not a trust company or trust corporation for the purpose of paragraph (1)(a).		(2) Despite subsection (1), a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada is not a trust company or trust corporation for the purpose of paragraph (1)(a).		(2) Despite subsection (1), a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada is not a trust company or trust corporation for the purpose of paragraph (1)(a).

		(3) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund referred to in subsection (1).		~~(3) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund referred to in subsection (1).~~

8.12 Mortgages		Mortgages		8.12 Mortgages

(1) In this section, "syndicated mortgage" means a mortgage in which two or more persons or companies participate, directly or indirectly, as lenders in the debt obligation that is secured by the mortgage.		8.8 (1) In this section, "syndicated mortgage" means a mortgage in which two or more persons participate, directly or indirectly, as lenders in the debt obligation that is secured by the mortgage.		~~8.8~~ (1) In this section, "syndicated mortgage" means a mortgage in which two or more persons or companies participate, directly or indirectly, as lenders in the debt obligation that is secured by the mortgage.

(2) Subject to subsection (3), the dealer registration requirement does not apply in respect of a trade in a mortgage on real property in a jurisdiction of Canada by a person or company who is registered or licensed, or exempted from registration or licensing, under mortgage brokerage or mortgage dealer legislation of that jurisdiction.		(2) Subject to subsection (3), the dealer registration requirement does not apply in respect of a trade in a mortgage on real property in a jurisdiction of Canada by a person who is registered or licensed, or exempted from registration or licensing, under mortgage brokerage or mortgage dealer legislation of that jurisdiction.		(2) Subject to subsection (3), the dealer registration requirement does not apply in respect of a trade in a mortgage on real property in a jurisdiction of Canada by a person or company who is registered or licensed, or exempted from registration or licensing, under mortgage brokerage or mortgage dealer legislation of that jurisdiction.

(3) In Alberta, British Columbia, Manitoba, Québec and Saskatchewan, subsection (2) does not apply in respect of a trade in a syndicated mortgage.		(3) In Alberta, British Columbia, Manitoba, Québec and Saskatchewan, subsection (2) does not apply in respect of a trade in a syndicated mortgage.		(3) In Alberta, British Columbia, Manitoba, Québec and Saskatchewan, subsection (2) does not apply in respect of a trade in a syndicated mortgage.

(4) This section does not apply in Ontario.				(4) This section does not apply in Ontario.

[Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(4) of the Securities Act (Ontario).]				[Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(4) of the Securities Act (Ontario).]
8.13 Personal property security legislation		Personal Property Security legislation		8.13 Personal ~~Property Security~~ property security legislation

(1) The dealer registration requirement does not apply in respect of a trade to a person or company, other than an individual in a security evidencing indebtedness secured by or under a security agreement, secured in accordance with personal property security legislation of a jurisdiction of Canada that provides for the granting of security in personal property.		8.9 The dealer registration requirement does not apply in respect of a trade in a security evidencing indebtedness secured by or under a security agreement, secured in accordance with personal property security legislation of a jurisdiction of Canada that provides for the granting of security in personal property.		~~8.9~~ (1) The dealer registration requirement does not apply in respect of a trade to a person or company, other than an individual in a security evidencing indebtedness secured by or under a security agreement, secured in accordance with personal property security legislation of a jurisdiction of Canada that provides for the granting of security in personal property.

(2) This section does not apply in Ontario.				(2) This section does not apply in Ontario.

[Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(2) of the Securities Act (Ontario).]				[Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(2) of the Securities Act (Ontario).]

8.14 Variable insurance contract		Variable insurance contract		8.14 Variable insurance contract

(1) In this section		8.10 (1) In this section,		~~8.10~~ (1) In this section,

"contract", "group insurance", "insurance company", "life insurance" and "policy" have the respective meanings assigned to them in the legislation referenced opposite the name of the local jurisdiction in Appendix A of NI 45-106;		"contract", "group insurance", "insurance company", "life insurance" and "policy" have the respective meanings assigned to them in the legislation for a jurisdiction referenced in Appendix A of National Instrument 45-106 Prospectus and Registration Exemptions; and		"contract", "group insurance", "insurance company", "life insurance" and "policy" have the respective meanings assigned to them in the legislation ~~for a~~ referenced opposite the name of the local jurisdiction ~~referenced~~ in Appendix A of ~~National Instrument~~ NI 45-106 ~~Prospectus and Registration Exemptions; and~~;

"variable insurance contract" means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets.		"variable insurance contract" means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets.		"variable insurance contract" means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets.

(2) The dealer registration requirement does not apply in respect of a trade in a variable insurance contract by an insurance company if the variable insurance contract is		(2) The dealer registration requirement does not apply in respect of a trade in a variable insurance contract by an insurance company if the variable insurance contract is		"variable insurance contract" means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets.

(a) a contract of group insurance,		(a) a contract of group insurance,		(a) a contract of group insurance,

(b) a whole life insurance contract providing for the payment at maturity of an amount not less than 75% of the premium paid up to age 75 years for a benefit payable at maturity,		(b) a whole life insurance contract providing for the payment at maturity of an amount not less than 75 per cent of the premium paid up to age 75 years for a benefit payable at maturity,		(b) a whole life insurance contract providing for the payment at maturity of an amount not less than 75 ~~per cent~~ % of the premium paid up to age 75 years for a benefit payable at maturity,

(c) an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds, or		(c) an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds, or		(c) an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds, or

(d) a variable life annuity.		(d) a variable life annuity.		(d) a variable life annuity.

8.15 Schedule III banks and cooperative associations -- evidence of deposit		Schedule III banks and cooperative associations - evidence of deposit		8.15 Schedule III banks and cooperative associations --- evidence of deposit~~8.11~~

(1) The dealer registration requirement does not apply in respect of a trade in an evidence of deposit issued by a Schedule III bank or an association governed by the Cooperative Credit Associations Act (Canada).		8.11 The dealer registration requirement does not apply in respect of a trade in an evidence of deposit issued by a Schedule III bank or an association governed by the Cooperative Credit Associations Act (Canada).		(1) The dealer registration requirement does not apply in respect of a trade in an evidence of deposit issued by a Schedule III bank or an association governed by the Cooperative Credit Associations Act (Canada).

(2) This section does not apply in Ontario.				(2) This section does not apply in Ontario.

[Note: In Ontario, subsection 8.15(1) is not required because the security described in the exemption is excluded from the definition of "security" in subsection 1(1) of the Securities Act (Ontario).]				[Note: In Ontario, subsection 8.15(1) is not required because the security described in the exemption is excluded from the definition of "security" in subsection 1(1) of the Securities Act (Ontario).]

8.16 Plan administrator		Plan administrators		8.16 Plan ~~administrators~~ administrator

(1) In this section		8.12 (1) The dealer registration requirement does not apply in respect of a trade of a security of an issuer by a trustee, custodian, or administrator acting on behalf of, or for the benefit of employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer with		8.12 (1) The dealer registration requirement does not apply in respect of a trade of a security of an issuer by a trustee, custodian, or administrator acting on behalf of, or for the benefit of employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer with

"consultant" has the same meaning as in section 2.22 of NI 45-106;

"control person" has the same meaning as in section 1.1 of NI 45-106;

"executive officer" has the same meaning as in section 1.1 of NI 45-106;		(a) the issuer,		~~(a) the issuer,~~

"permitted assign" has the same meaning as in section 2.22 of NI 45-106;		(b) a current or former employee, executive officer, director or consultant of the issuer or a related entity of the issuer,		~~(b) a current or former employee, executive officer, director or consultant of the issuer or a related entity of the issuer,~~

		(c) a permitted assign of a person referred to in paragraph (b),		~~(c) a permitted assign of a person referred to in paragraph (b),~~

"plan" means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer;		if the trade is pursuant to a plan of the issuer and the security is obtained directly from the issuer or from a current or former employee, executive officer, director or consultant of the issuer or of a related entity of the issuer or through a registered dealer.		if the trade is pursuant to a plan of the issuer and the security is obtained directly from the issuer or from a current or former employee, executive officer, director or consultant of the issuer or of a related entity of the issuer or through a registered dealer.

"plan administrator" means a trustee, custodian, or administrator, acting on behalf of, or for the benefit of, employees, executive officers, directors or consultants of an issuer or of a related entity of an issuer;		(2) In this section,		( 21) In this section,

"related entity" has the same meaning as in section 2.22 of NI 45-106.		"consultant" has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus and Registration Exemptions;		"consultant" has the same meaning as in section 2.22 of ~~National Instrument 45-106 Prospectus and Registration Exemptions~~ NI 45-106;

(2) The dealer registration requirement does not apply in respect of a trade made pursuant to a plan of the issuer in a security of an issuer, or an option to acquire a security of the issuer, made by the issuer, a control person of the issuer, a related entity of the issuer, or a plan administrator of the issuer with any of the following:		"permitted assign" has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus and Registration Exemptions;		"control person" has the same meaning as in section 1.1 of NI 45-106;

		"plan" means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer; and		"executive officer" has the same meaning as in section 1.1 of NI 45-106;

(a) the issuer;				"permitted assign" has the same meaning as in section 2.22 of ~~National Instrument~~ NI 45-106 ~~Prospectus and Registration Exemptions~~;

(b) a current or former employee, executive officer, director or consultant of the issuer or a related entity of the issuer;		"related entity" has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus and Registration Exemptions.		"plan" means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer; ~~and~~

(c) a permitted assign of a person or company referred to in paragraph (b).

(3) The dealer registration requirement does not apply in respect of a trade in a security of an issuer, or an option to acquire a security of the issuer, made by a plan administrator of the issuer if				"plan administrator" means a trustee, custodian, or administrator, acting on behalf of, or for the benefit of, employees, executive officers, directors or consultants of an issuer or of a related entity of an issuer;

(a) the trade is pursuant to a plan of the issuer, and				"related entity" has the same meaning as in section 2.22 of NI 45-106.

(b) the conditions in section 2.14 of National Instrument 45-102 Resale of Securities are satisfied.				(2) The dealer registration requirement does not apply in respect of a trade made pursuant to a plan of the issuer in a security of an issuer, or an option to acquire a security of the issuer, made by the issuer, a control person of the issuer, a related entity of the issuer, or a plan administrator of the issuer with any of the following:

				(a) the issuer;

				(b) a current or former employee, executive officer, director or consultant of the issuer or a related entity of the issuer;

				(c) a permitted assign of a person or company referred to in paragraph (b).

				(3) The dealer registration requirement does not apply in respect of a trade in a security of an issuer, or an option to acquire a security of the issuer, made by a plan administrator of the issuer if

				(a) the trade is pursuant to a plan of the issuer, and

				(b) the conditions in section 2.14 of National Instrument 45-102 Resale of Securities are satisfied.

8.17 Reinvestment plan		Reinvestment plan		8.17 Reinvestment plan

(1) Subject to subsections (3), (4) and (5), the dealer registration requirement does not apply in respect of the following trades by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the trades are permitted by a plan of the issuer:		8.13 (1) Subject to subsections (3), (4) and (5), the dealer registration requirement does not apply in respect of the following trades by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the trades are permitted by a plan of the issuer:		~~8.13~~ (1) Subject to subsections (3), (4) and (5), the dealer registration requirement does not apply in respect of the following trades by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the trades are permitted by a plan of the issuer:

(a) a trade in a security of the issuer's own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the issuer's securities is applied to the purchase of the security;		(a) a trade in a security of the issuer's own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the issuer's securities is applied to the purchase of the security, and		(a) a trade in a security of the issuer's own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the issuer's securities is applied to the purchase of the security~~, and~~;

(b) subject to subsection (2), a trade in a security of the issuer's own issue if the security holder makes an optional cash payment to purchase the security of the issuer that trades on a marketplace.		(b) subject to subsection (2), a trade in a security of the issuer's own issue if the security holder makes an optional cash payment to purchase the security of the issuer that trades on a marketplace.		(b) subject to subsection (2), a trade in a security of the issuer's own issue if the security holder makes an optional cash payment to purchase the security of the issuer that trades on a marketplace.

(2) The aggregate number of securities issued under the optional cash payment referred to in subsection (1)(b) must not exceed, in any financial year of the issuer during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.		(2) The aggregate number of securities issued under the optional cash payment referred to in subsection (1)(b) must not exceed, in any financial year of the issuer during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.		(2) The aggregate number of securities issued under the optional cash payment referred to in subsection (1)(b) must not exceed, in any financial year of the issuer during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.

(3) A plan that permits the trades described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available.		(3) A plan that permits the trades described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available.		(3) A plan that permits the trades described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available.

(4) This section is not available in respect of a trade in a security of an investment fund.		(4) This section does not apply to a trade in a security of an investment fund.		(4) This section ~~does~~ is not ~~apply to~~ available in respect of a trade in a security of an investment fund.

(5) Subject to section 8.3.1 [transition -- reinvestment plan] of NI 45-106, if the security traded under a plan described in subsection (1) is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security traded under the plan or notice of a source from which the participant can obtain the information without charge.		(5) Subject to section 8.4.1 [transition -- reinvestment plan] of National Instrument 45-106, if the security traded under a plan described in subsection (1) is of a different class or series than the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security traded under the plan or notice of a source from which the participant can obtain the information without charge.		(5) Subject to section ~~8.4.1~~8.3.1 [transition -- reinvestment plan] of ~~National Instrument~~ NI 45-106, if the security traded under a plan described in subsection (1) is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security traded under the plan or notice of a source from which the participant can obtain the information without charge.

8.18 International dealer		International dealer		8.18 International dealer

(1) In this section, "foreign security" means		8.15 (1) In this section		~~8.15~~ (1) In this section

(a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction, or		"debt security" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;		~~"debt security" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;~~,

(b) a security issued by a government of a foreign jurisdiction.		"foreign security" means		"foreign security" means

(2) Subject to subsections (3) and (4), the dealer registration requirement does not apply in respect of the following:		(a) a security issued by an issuer incorporated, formed or created under the laws of a jurisdiction other than Canada or any province or territory of Canada, and		(a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction ~~other than Canada or any province or territory of Canada, and~~, or

(a) an activity, other than a sale of a security, that is reasonably necessary to facilitate a distribution of securities that are offered primarily in a foreign jurisdiction;		(b) a security issued by a country other than Canada or by any political division of the country;		(b) a security issued by a ~~country other than Canada or by any political division of the country;~~ government of a foreign jurisdiction.

(b) a trade in a debt security with a permitted client during the security's distribution, if the debt security is offered primarily in a foreign jurisdiction and a prospectus has not been filed with a Canadian securities regulatory authority for the distribution;		"international dealer" means a dealer that is registered under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits the dealer to carry on the activities in that jurisdiction that registration as a dealer would permit the dealer to carry on in the local jurisdiction.		"international dealer" means a dealer that is registered under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits the dealer to carry on the activities in that jurisdiction that registration as a dealer would permit the dealer to carry on in the local jurisdiction.

(c) a trade in a debt security that is a foreign security with a permitted client, other than during the security's distribution;		(2) Subject to subsection (3), the registration requirement does not apply to an international dealer		(2) Subject to ~~subsection~~ subsections (3) and (4), the dealer registration requirement does not apply ~~to an international dealer~~ in respect of the following:

(d) a trade in a foreign security with a permitted client, unless the trade is made during the security's distribution under a prospectus that has been filed with a Canadian securities regulatory authority;		(a) carrying on those activities, other than sales of securities, that are reasonably necessary to facilitate a distribution of securities that are offered primarily abroad,		(a) ~~carrying on those activities~~ an activity, other than ~~sales~~ a sale of ~~securities~~ a security, that ~~are~~ is reasonably necessary to facilitate a distribution of securities that are offered primarily ~~abroad,~~ in a foreign jurisdiction;

(e) a trade in a foreign security with an investment dealer;		(b) trading in debt securities with a permitted client in the course of a distribution, where the debt securities are offered primarily abroad and a prospectus has not been filed with a Canadian securities regulatory authority for the distribution,		(b) ~~trading~~ a trade in a debt ~~securities~~ security with a permitted client in during the ~~course of a~~ security's distribution, ~~where~~ if the debt ~~securities are~~ security is offered primarily ~~abroad~~ in a foreign jurisdiction and a prospectus has not been filed with a Canadian securities regulatory authority for the distribution ,;

(f) a trade in any security with an investment dealer that is acting as principal.

(3) The exemptions under subsection (2) are not available to a person or company unless all of the following apply:		(c) trading in a debt security that is a foreign security with a permitted client, other than in the course of the distribution by which the foreign debt security was issued,

(a) the head office or principal place of business of the person or company is in a foreign jurisdiction;		(d) trading in foreign securities with a permitted client, except in the course of a distribution for which a prospectus has been filed with a Canadian securities regulatory authority,		(c) ~~trading~~ a trade in a debt security that is a foreign security with a permitted client, other than in during the ~~course of the~~ security's distribution ~~by which the foreign debt security was issued,~~;

(b) the person or company is registered under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits it to carry on the activities in that jurisdiction that registration as a dealer would permit it to carry on in the local jurisdiction;		(e) trading in foreign securities with an investment dealer, or		(d) ~~trading~~ a trade in a foreign ~~securities~~ security with a permitted client, ~~except in the course of a~~ unless the trade is made during the security's distribution ~~for which~~ under a prospectus that has been filed with a Canadian securities regulatory authority ,;

		(f) trading in any securities with an investment dealer that is acting as principal

(c) the person or company engages in the business of a dealer in the foreign jurisdiction in which its head office or principal place of business is located;		if the international dealer is acting as principal or as agent for the issuer of the securities, for another permitted client, or for a person that is not a resident of Canada.		(e) ~~trading~~ a trade in a foreign ~~securities~~ security with an investment dealer ~~, or~~;

				(f) ~~trading~~ a trade in any ~~securities~~ security with an investment dealer that is acting as principal .

(d) the person or company is acting as principal or as agent for the issuer of the securities, for a permitted client, or for a person or company that is not a resident of Canada;		(3) An international dealer may not rely on subsection (2) unless it has delivered to the securities regulatory authority an executed Form 35-101F1 Submission to Jurisdiction and Appointment of Agent for Service.		(3) The exemptions under subsection (2) are not available to a person or company unless all of the following apply:

(e) the person or company has submitted to the securities regulatory authority a completed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service.		(4) An international dealer may not rely on subsection (2) to trade with a permitted unless it first notifies the client,		(a) the head office or principal place of business of the person or company is in a foreign jurisdiction;

		(i) that it is not registered in Canada,

(4) The exemptions under subsection (2) are not available to a person or company in respect of a trade with a permitted client unless one of the following applies:		(ii) of the international dealer's jurisdiction of residence,		(b) the person or company is registered under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits it to carry on the activities in that jurisdiction that registration as a dealer would permit it to carry on in the local jurisdiction;

(a) the permitted client is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;		(iii) of the name and address of the agent for service of process of the international dealer in the local jurisdiction, and

(b) the person or company has notified the permitted client of all of the following:		(iv) that there may be difficulty enforcing legal rights against the international dealer because it is resident outside Canada and all or substantially all of its assets are situated outside Canada.		(c) the person or company engages in the business of a dealer in the foreign jurisdiction in which its head office or principal place of business is located;

(i) the person or company is not registered in Canada;		(5) For the purpose of subsection (4), "permitted client" excludes a person or company referred to in paragraph (d) of the definition of permitted client in section 1.1.		~~if the international dealer~~ (d) the person or company is acting as principal or as agent for the issuer of the securities, for ~~another~~ a permitted client, or for a person or company that is not a resident of Canada .;

(ii) the person or company's jurisdiction of residence;

(iii) the name and address of the agent for service of process of the person or company in the local jurisdiction;				( 3e) ~~An international dealer may not rely on subsection (2) unless it has delivered~~ the person or company has submitted to the securities regulatory authority ~~an executed~~ a completed Form ~~35-101F1~~ 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service.

(iv) there may be difficulty enforcing legal rights against the person or company because it is resident outside Canada and all or substantially all of its assets may be situated outside of Canada.				(4) ~~An international dealer may not rely on~~ The exemptions under subsection (2) to are not available to a person or company in respect of a trade with a permitted client unless ~~it first notifies~~ one of the ~~client,~~ following applies:

(5) A person or company relying on subsection (2) must notify the regulator 12 months after it first submits a Form 31-103F2 under paragraph (3)(e), and each year thereafter, if it continues to rely on subsection (2).				(a) the permitted client is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

(6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees.				(b) the person or company has notified the permitted client of all of the following:

				(i) ~~that it~~ the person or company is not registered in Canada , ;

				(ii) ~~of the international dealer~~ the person or company's jurisdiction of residence ,;

				(iii) of the name and address of the agent for service of process of the ~~international dealer~~ person or company in the local jurisdiction ~~, and~~;

				(iv) ~~that~~ there may be difficulty enforcing legal rights against the ~~international dealer~~ person or company because it is resident outside Canada and all or substantially all of its assets ~~are~~ may be situated outside of Canada.

				~~(5) For the purpose of subsection (4), "permitted client" excludes a person or company referred to in paragraph (d) of the definition of permitted client in section 1.1.~~

				(5) A person or company relying on subsection (2) must notify the regulator 12 months after it first submits a Form 31-103F2 under paragraph (3)(e), and each year thereafter, if it continues to rely on subsection (2).

				(6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees.

8.19 Self-directed registered education savings plan		Self-directed registered educational savings plans		8.19 Self-directed registered education savings ~~plans~~ plan

(1) In this section		8.18 The dealer registration requirement does not apply to a trade in a self-directed RESP to a subscriber if		(1) In this section

"self-directed RESP" means an educational savings plan registered under the Income Tax Act (Canada)		(a) the trade is made by		"self-directed RESP" means an educational savings plan registered under the Income Tax Act (Canada)

(a) that is structured so that contributions by a subscriber to the plan are deposited directly into an account in the name of the subscriber, and		(i) a mutual fund dealer or a person who is registered as a dealing representative of a mutual fund dealer and who is acting on behalf of the mutual fund dealer, or		(a) that is structured so that contributions by a subscriber to the plan are deposited directly into an account in the name of the subscriber, and

(b) under which the subscriber maintains control and direction over the plan that enables the subscriber to direct how the assets of the plan are to be held, invested or reinvested subject to compliance with the Income Tax Act (Canada).		(ii) a Canadian financial institution or, in Ontario, a financial intermediary or a person who is an officer, salesperson or employee of a Canadian financial institution or, in Ontario, a financial intermediary and who is acting on behalf of the Canadian financial institution or, in Ontario, the financial intermediary, and		(b) under which the subscriber maintains control and direction over the plan that enables the subscriber to direct how the assets of the plan are to be held, invested or reinvested subject to compliance with the Income Tax Act (Canada).

(2) The dealer registration requirement does not apply in respect of a trade in a self-directed RESP to a subscriber if both of the following apply:		(b) the self-directed RESP restricts its investments in securities to securities in which the person or company who traded the self-directed RESP is permitted to trade.		~~8.18~~ (2) The dealer registration requirement does not apply to in respect of a trade in a self-directed RESP to a subscriber if both of the following apply:

(a) the trade is made by any of the following:				(a) the trade is made by any of the following:

(i) a dealing representative of a mutual fund dealer who is acting on behalf of the mutual fund dealer;				(i) a ~~mutual fund dealer or a person who is registered as a~~ dealing representative of a mutual fund dealer ~~and~~ who is acting on behalf of the mutual fund dealer~~, or~~;

(ii) a Canadian financial institution;

(iii) in Ontario, a financial intermediary;				(ii) a Canadian financial institution or, in Ontario, a financial intermediary or a person who is an officer, salesperson or employee of a Canadian financial institution or, in Ontario, a financial intermediary and who is acting on behalf of the Canadian financial institution or, in Ontario, the financial intermediary, and;

(b) the self-directed RESP restricts its investments in securities to securities in which the person or company who trades the self-directed RESP is permitted to trade.

				(iii) in Ontario, a financial intermediary;

				(b) the self-directed RESP restricts its investments in securities to securities in which the person or company who ~~traded~~ trades the self-directed RESP is permitted to trade.

8.20 Exchange contract -- Alberta, British Columbia, New Brunswick and Saskatchewan		[3.2 45-106]		N/A

(1) In Alberta, British Columbia and New Brunswick, the dealer registration requirement does not apply in respect of the following trades in exchange contracts:

(a) a trade by a person or company made

(i) solely through an agent who is a registered dealer, if the dealer is registered in a category that permits the trade, or

(ii) to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade;

(b) subject to subsection (2), a trade resulting from an unsolicited order placed with an individual who is not a resident of, and does not carry on business in, the local jurisdiction.

(2) An individual referred to in subsection (1)(b) must not do any of the following:

(a) advertise or engage in promotional activity that is directed to persons or companies in the local jurisdiction during the 6 months preceding the trade;

(b) pay any commission or finder's fee to any person or company in the local jurisdiction in connection with the trade.

(3) In Saskatchewan, the dealer registration requirement does not apply in respect of either of the following:

(a) a trade in an exchange contract made solely through an agent who is a registered dealer, if the dealer is registered in a category that permits the trade;

(b) a trade in an exchange contract made to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade.

8.21 Specified debt		Specified debt		8.21 Specified debt

(1) In this section		8.19 (1) In this section, "permitted supranational agency" means		(1) In this section

"approved credit rating" has the same meaning as in National Instrument 81-102 Mutual Funds;		(a) the African Development Bank, established by the Agreement Establishing the African Development Bank which came into force on September 10, 1964, that Canada became a member of on December 30, 1982;		"approved credit rating" has the same meaning as in National Instrument 81-102 Mutual Funds;

"approved credit rating organization" has the same meaning as in National Instrument 81-102 Mutual Funds;				"approved credit rating organization" has the same meaning as in National Instrument 81-102 Mutual Funds;

"permitted supranational agency" means any of the following:		(b) the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965;		~~8.19 (1) In this section,~~ "permitted supranational agency" means any of the following:

(a) the African Development Bank, established by the Agreement Establishing the African Development Bank which came into force on September 10, 1964, that Canada became a member of on December 30, 1982;		(c) the Caribbean Development Bank, established by the Agreement Establishing the Caribbean Development Bank which came into force on January 26, 1970, as amended, that Canada is a founding member of;		(a) the African Development Bank, established by the Agreement Establishing the African Development Bank which came into force on September 10, 1964, that Canada became a member of on December 30, 1982;

(b) the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965;		(d) the European Bank for Reconstruction and Development, established by the Agreement Establishing the European Bank for Reconstruction and Development and approved by the European Bank for Reconstruction and Development Agreement Act (Canada), that Canada is a founding member of;		(b) the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965;

(c) the Caribbean Development Bank, established by the Agreement Establishing the Caribbean Development Bank which came into force on January 26, 1970, as amended, that Canada is a founding member of;		(e) the Inter-American Development Bank, established by the Agreement establishing the Inter-American Development Bank which became effective December 30, 1959, as amended from time to time, that Canada is a member of;		(c) the Caribbean Development Bank, established by the Agreement Establishing the Caribbean Development Bank which came into force on January 26, 1970, as amended, that Canada is a founding member of;

(d) the European Bank for Reconstruction and Development, established by the Agreement Establishing the European Bank for Reconstruction and Development and approved by the European Bank for Reconstruction and Development Agreement Act (Canada), that Canada is a founding member of;		(f) the International Bank for Reconstruction and Development, established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada); and		(d) the European Bank for Reconstruction and Development, established by the Agreement Establishing the European Bank for Reconstruction and Development and approved by the European Bank for Reconstruction and Development Agreement Act (Canada), that Canada is a founding member of;

(e) the Inter-American Development Bank, established by the Agreement establishing the Inter-American Development Bank which became effective December 30, 1959, as amended from time to time, that Canada is a member of;		(g) the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada).		(e) the Inter-American Development Bank, established by the Agreement establishing the Inter-American Development Bank which became effective December 30, 1959, as amended from time to time, that Canada is a member of;

(f) the International Bank for Reconstruction and Development, established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada);		(2) The dealer registration requirement does not apply to a trade of a debt security		(f) the International Bank for Reconstruction and Development, established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada); ~~and~~

(g) the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada).		(a) of or guaranteed by the Government of Canada or the government of a jurisdiction of Canada,		(g) the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada).

(2) The dealer registration requirement does not apply in respect of a trade in any of the following:		(b) of or guaranteed by a government of a foreign jurisdiction if the debt security has an approved credit rating from an approved credit rating organization,		(2) The dealer registration requirement does not apply to in respect of a trade in any of the following:

(a) a debt security issued by or guaranteed by the Government of Canada or the government of a jurisdiction of Canada;		(c) of or guaranteed by any municipal corporation in Canada, or secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction and to be collected by or through the municipality in which the property is situated,		(a) a debt security ~~(a) of~~ issued by or guaranteed by the Government of Canada or the government of a jurisdiction of Canada ,;

(b) a debt security issued by or guaranteed by a government of a foreign jurisdiction if the debt security has an approved credit rating from an approved credit rating organization;		(d) of or guaranteed by a Canadian financial institution or a Schedule III bank, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities,		(b) of a debt security issued by or guaranteed by a government of a foreign jurisdiction if the debt security has an approved credit rating from an approved credit rating organization ,;

(c) a debt security issued by or guaranteed by a municipal corporation in Canada;				(c) of a debt security issued by or guaranteed by ~~any~~ a municipal corporation in Canada~~, or~~;

(d) a debt security secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction and collectible by or through the municipality in which the property is situated;		(e) of the Comité de gestion de la taxe scolaire de l'île de Montréal, or		(d) a debt security secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction and ~~to be collected~~ collectible by or through the municipality in which the property is situated ,;

(e) a debt security issued by or guaranteed by a Canadian financial institution or a Schedule III bank, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities;		(f) of or guaranteed by a permitted supranational agency if the debt securities are payable in the currency of Canada or the United States of America.		~~(d) of~~(e) a debt security issued by or guaranteed by a Canadian financial institution or a Schedule III bank, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities ,;

(f) a debt security issued by the Comité de gestion de la taxe scolaire de l'île de Montréal;				~~(e) of~~(f) a debt security issued by the Comité de gestion de la taxe scolaire de l'île de Montréal~~, or~~;

(g) a debt security issued by or guaranteed by a permitted supranational agency if the debt securities are payable in the currency of Canada or the United States of America.				(f ~~) of~~(g) a debt security issued by or guaranteed by a permitted supranational agency if the debt securities are payable in the currency of Canada or the United States of America.

(3) Paragraphs (2)(a), (c) and (d) do not apply in Ontario.				(3) Paragraphs (2)(a), (c) and (d) do not apply in Ontario.

[Note: In Ontario, exemptions from the dealer registration requirement similar to those in paragraphs 8.21(a), (c) and (d) are provided under paragraph 2 of subsection 35(1) of the Securities Act (Ontario).]				[Note: In Ontario, exemptions from the dealer registration requirement similar to those in paragraphs 8.21(a), (c) and (d) are provided under paragraph 2 of subsection 35(1) of the Securities Act (Ontario).]

8.22 Small security holder selling and purchase arrangements		[3.6 45-106]		N/A

(1) In this section

"exchange" means

(a) TSX Inc.,

(b) TSX Venture Exchange Inc., or

(c) an exchange that

(i) has a policy that is substantially similar to the policy of the TSX Inc., and

(ii) is designated by the securities regulatory authority for the purpose of this section;

"policy" means,

(a) in the case of TSX Inc., sections 638 and 639 [Odd lot selling and purchase arrangements] of the TSX Company Manual, as amended from time to time,

(b) in the case of the TSX Venture Exchange Inc., Policy 5.7 Small Shareholder Selling and Purchase Arrangements, as amended from time to time, or

(c) in the case of an exchange referred to in paragraph (c) of the definition of "exchange", the rule, policy or other similar instrument of the exchange on small shareholder selling and purchase arrangements.

(2) The dealer registration requirement does not apply in respect of a trade by an issuer or its agent, in securities of the issuer that are listed on an exchange, if all of the following apply:

(a) the trade is an act in furtherance of participation by the holders of the securities in an arrangement that is in accordance with the policy of that exchange;

(b) the issuer and its agent do not provide advice to a security holder about the security holder's participation in the arrangement referred to in paragraph (a), other than a description of the arrangement's operation, procedures for participation in the arrangement, or both;

(c) the trade is made in accordance with the policy of that exchange, without resort to an exemption from, or variation of, the significant subject matter of the policy;

(d) at the time of the trade after giving effect to a purchase under the arrangement, the market value of the maximum number of securities that a security holder is permitted to hold in order to be eligible to participate in the arrangement is not more than $25 000.

(3) For the purposes of subsection (2)(c), an exemption from, or variation of, the maximum number of securities that a security holder is permitted to hold under a policy in order to be eligible to participate in the arrangement provided for in the policy is not an exemption from, or variation of, the significant subject matter of the policy.

Division 2 Exemptions from adviser registration

8.23 Dealer without discretionary authority		Exemption from adviser registration for dealers without discretionary authority		~~Exemption from adviser registration for dealers~~ 8.23 Dealer without discretionary authority

The adviser registration requirement does not apply to a registered dealer, or a dealing representative acting on behalf of the dealer, that provides advice to a client if the advice is		2.4 The adviser registration requirement does not apply to a registered dealer that advises a client in connection with a security in which the dealer is permitted to trade if		~~2.4~~ The adviser registration requirement does not apply to a registered dealer ~~that advises~~, or a dealing representative acting on behalf of the dealer, that provides advice to a client if the advice is

(a) in connection with a trade in a security that the dealer and the representative are permitted to make under his, her or its registration,		(a) the advice is provided by a dealing representative, and		(a) in connection with a trade in a security ~~in which~~ that the dealer is and the representative are permitted to ~~trade if~~ make under his, her or its registration,

(b) provided by the representative, and		(b) the dealer does not manage the client's investment portfolio through discretionary authority granted by the client.

(c) not in respect of a managed account of the client.				( ab) ~~the advice is~~ provided by ~~a dealing~~ the representative, and

				(c) not in respect of a managed account of the client.

				~~(b) the dealer does not manage the client's investment portfolio through discretionary authority granted by the client.~~

8.24 IIROC members with discretionary authority		Exemption from adviser registration for IDA members with discretionary authority		~~Exemption from adviser registration for IDA~~8.24 IIROC members with discretionary authority

The adviser registration requirement does not apply to a registered dealer, or a dealing representative acting on behalf of the dealer, that acts as an adviser in respect of a client's managed account if the registered dealer is a member of IIROC and the advising activities are conducted in accordance with the rules of IIROC.		2.5 The adviser registration requirement does not apply to an IDA member that manages a client's investment portfolio through discretionary authority granted by the client.		~~2.5~~ The adviser registration requirement does not apply to ~~an IDA member that manages a client's investment portfolio through discretionary authority granted by the client~~ a registered dealer, or a dealing representative acting on behalf of the dealer, that acts as an adviser in respect of a client's managed account if the registered dealer is a member of IIROC and the advising activities are conducted in accordance with the rules of IIROC.

8.25 Advising generally		Advising generally		8.25 Advising generally

(1) For the purposes of subsections (3) and (4), "financial or other interest" includes the following:		8.14 (1) The adviser registration requirement does not apply to a person or company that engages in, or holds himself, herself or itself out as engaging in, the business of advising others, either through direct advice or through publications or other media, as to the investing in or the buying or selling of securities, including classes of securities and the securities of a class of issuers, not purporting to be tailored to the needs of the person or company receiving the advice.		~~8.14~~ (1) For the purposes of subsections (3) and (4), "financial or other interest" includes the following:

(a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer;				(a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer;

(b) an option in respect of the security or another security issued by the same issuer;				(b) an option in respect of the security or another security issued by the same issuer;

(c) a commission or other compensation received, or expected to be received, from any person or company in connection with the trade in the security;		(2) If a person or company that is exempt from the adviser registration requirement by reason of subsection (1) recommends buying, selling or holding a specified security, a class of securities or the securities of a class of issuers in which any of the following has a financial or other interest, the adviser must disclose the interest concurrently with providing the advice:		(c) a commission or other compensation received, or expected to be received, from any person or company in connection with the trade in the security;

(d) a financial arrangement regarding the security with any person or company;				(d) a financial arrangement regarding the security with any person or company;

(e) a financial arrangement with any underwriter or other person or company who has any interest in the security.		(a) the adviser;		(e) a financial arrangement with any underwriter or other person or company who has any interest in the security.

		(b) any partner, director or officer of the adviser;

(2) The adviser registration requirement does not apply to a person or company that acts as an adviser if the advice the person or company provides does not purport to be tailored to the needs of the person or company receiving the advice.		(c) any person or company that would be an insider of the adviser if the adviser were a reporting issuer.		(2) The adviser registration requirement does not apply to a person or company that engages in, or holds himself, herself or itself out as engaging in, the business of advising others, either through direct advice or through publications or other media, as to the investing in or the buying or selling of securities, including classes of securities and the securities of a class of issuers, not purporting acts as an adviser if the advice the person or company provides does not purport to be tailored to the needs of the person or company receiving the advice.

		(3) For the purpose of subsection (2), "financial or other interest" includes

(3) If a person or company that is exempt under subsection (2) recommends buying, selling or holding a specified security, a class of securities or the securities of a class of issuers in which any of the following has a financial or other interest, the person or company must disclose the interest concurrently with providing the advice:		(a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer,

(a) the person or company;		(b) an option in the security, including the terms of the option,		( 23) If a person or company that is exempt ~~from the adviser registration requirement by reason of~~ under subsection ( 12) recommends buying, selling or holding a specified security, a class of securities or the securities of a class of issuers in which any of the following has a financial or other interest, the ~~adviser~~ person or company must disclose the interest concurrently with providing the advice:

(b) any partner, director or officer of the person or company;		(c) a commission or other compensation received, or expected to be received, from any person or company in connection with a trade in the security,

(c) any other person or company that would be an insider of the first-mentioned person or company if the first-mentioned person or company were a reporting issuer.		(d) a financial arrangement regarding the security with any person or company, and		(a) the ~~adviser~~ person or company;

(4) If the financial or other interest of the person or company includes an interest in an option described in paragraph (b) of the definition of "financial or other interest" in subsection (1), the disclosure required by subsection (3) must include a description of the terms of the option.		(e) a financial arrangement with any underwriter or other person or company who has any interest in the securities.		(b) any partner, director or officer of the ~~adviser~~ person or company;

				(c) any other person or company that would be an insider of the ~~adviser if the adviser~~ first-mentioned person or company if the first-mentioned person or company were a reporting issuer.

(5) This section does not apply in Ontario.				~~(3) For the purpose of subsection (2), "financial or other interest" includes~~

[Note: In Ontario, measures similar to those in section 7.24 are in section 34 of the Securities Act (Ontario).]				~~(a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer,~~

				~~(b) an option in the security, including the terms of the option,~~

				~~(c) a commission or other compensation received, or expected to be received, from any person or company in connection with a trade in the security,~~

				~~(d) a financial arrangement regarding the security with any person or company, and~~

				~~(e) a financial arrangement with any underwriter or other person or company who has any interest in the securities.~~

				(4) If the financial or other interest of the person or company includes an interest in an option described in paragraph (b) of the definition of "financial or other interest" in subsection (1), the disclosure required by subsection (3) must include a description of the terms of the option.

				(5) This section does not apply in Ontario.

				[Note: In Ontario, measures similar to those in section 7.24 are in section 34 of the Securities Act (Ontario).]

8.26 International adviser		International adviser		8.26 International adviser

(1) Despite section 1.2, in Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this section excludes "exchange contracts".		8.16 (1) In this section		(1) Despite section 1.2, in Alberta, British Columbia, New Brunswick and Saskatchewan, a reference to "securities" in this section excludes "exchange contracts".

		"international adviser" means an adviser that

(2) In this section		(a) has its head office or principal place of business in a foreign jurisdiction,		(2) In this section

"aggregate consolidated gross revenue" does not include the gross revenue of an affiliate of the adviser if the affiliate is registered in a jurisdiction of Canada;		(b) is registered, or operates under an exemption from registration, under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits it to carry on the activities in that jurisdiction that a registered adviser is permitted to carry on in the local jurisdiction, and		"aggregate consolidated gross revenue" does not include the gross revenue of an affiliate of the adviser if the affiliate is registered in a jurisdiction of Canada;

"foreign security" means				"foreign security" means

(a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction, and		(c) engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located.		(a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction, and

(b) a security issued by a government of a foreign jurisdiction;		(2) The adviser registration requirement does not apply to an international adviser that is acting as an adviser for a permitted client if		(b) a security issued by a government of a foreign jurisdiction;

"permitted client" has the meaning given to the term in section 1.1 [definitions] except that it excludes a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer.		(a) it delivers to the securities regulatory authority, before relying on this subsection, an executed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service,		"permitted client" has the meaning given to the term in section 1.1 [definitions] except that it excludes a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer.

(3) The adviser registration requirement does not apply to a person or company in respect of its acting as an adviser to a permitted client if the adviser does not advise in Canada on securities of Canadian issuers, unless providing that advice is incidental to its providing advice on a foreign security.		(b) it notifies the client, before advising the client,		(3) The adviser registration requirement does not apply to a person or company in respect of its acting as an adviser to a permitted client if the adviser does not advise in Canada on securities of Canadian issuers, unless providing that advice is incidental to its providing advice on a foreign security.

		(i) that it is not registered in Canada,

(4) The exemption under subsection (3) is not available unless all of the following apply:		(ii) of the international adviser's jurisdiction of residence,		~~8.16 (1) In this section~~

				~~"international adviser" means an adviser that~~

(a) the adviser's head office or principal place of business is in a foreign jurisdiction;		(iii) of the name and address of the agent for service of process of the international adviser in the local jurisdiction, and		(4) The exemption under subsection (3) is not available unless all of the following apply:

(b) the adviser is registered, or operates under an exemption from registration, under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located, in a category of registration that permits it to carry on the activities in that jurisdiction that registration as an adviser would permit it to carry on in the local jurisdiction;		(iv) that there may be difficulty enforcing legal rights against the international adviser because it is resident outside Canada and all or substantially all of its assets are situated outside Canada,		(a) ~~has its~~ the adviser's head office or principal place of business is in a foreign jurisdiction ,;

(c) the adviser engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located;		(c) it does not advise clients in Canada with respect to securities of Canadian issuers, unless providing advice on securities of a Canadian issuer is incidental to providing advice on securities of a foreign issuer, and		(b) the adviser is registered, or operates under an exemption from registration, under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located, in a category of registration that permits it to carry on the activities in that jurisdiction that ~~a registered~~ registration as an adviser ~~is permitted~~ would permit it to carry on in the local jurisdiction~~, and~~;

(d) during its most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of the adviser, its affiliates and its affiliated partnerships was derived from the portfolio management activities of the adviser, its affiliates and its affiliated partnerships in Canada;		(d) during its most recent fiscal year, not more than ten per cent of the aggregate consolidated gross revenue of the international adviser, its affiliates and its affiliated partnerships is derived from the portfolio management activities of the international adviser, its affiliates and its affiliated partnerships in Canada.		(c) the adviser engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located.;

				~~(2) The adviser registration requirement does not apply to an international adviser that is acting as an adviser for a permitted client if~~

(e) before advising a client, the adviser notifies the client of all of the following:				~~(a) it delivers to the securities regulatory authority, before relying on this subsection, an executed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service,~~

(i) the adviser is not registered in Canada;

(ii) the jurisdiction of residence of the adviser;				(d) during its most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of the adviser, its affiliates and its affiliated partnerships was derived from the portfolio management activities of the adviser, its affiliates and its affiliated partnerships in Canada;

(iii) the name and address of the adviser's agent for service of process in the local jurisdiction;

(iv) that there may be difficulty enforcing legal rights against the adviser because it is resident outside Canada and all or substantially all of its assets may be situated outside of Canada;				~~(b) it~~ (e) before advising a client, the adviser notifies the client ~~, before advising~~ of all of the ~~client,~~ following:

(f) the adviser has submitted to the securities regulatory authority a completed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service.				(i) ~~that it~~ the adviser is not registered in Canada, ;

(5) A person or company relying on subsection (3) must notify the regulator 12 months after it first submits a Form 31-103F2 under paragraph (4)(f), and each year thereafter, if it continues to rely on subsection (3).				(ii) of the ~~international adviser's~~ jurisdiction of residence, of the adviser;

				(iii) of the name and address of the adviser's agent for service of process ~~of the international adviser~~ in the local jurisdiction~~, and~~;

(6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees.				(iv) that there may be difficulty enforcing legal rights against the ~~international~~ adviser because it is resident outside Canada and all or substantially all of its assets ~~are situated outside Canada,~~ may be situated outside of Canada;

				(f) the adviser has submitted to the securities regulatory authority a completed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service.

				(c) it does not advise clients in Canada with respect to securities of Canadian issuers, unless providing advice on securities of a Canadian issuer is incidental to providing advice on securities of a foreign issuer, and

				(d) during its most recent fiscal year, not more than ten per cent of the aggregate consolidated gross revenue of the international adviser, its affiliates and its affiliated partnerships is derived from the portfolio management activities of the international adviser, its affiliates and its affiliated partnerships in Canada.

				(5) A person or company relying on subsection (3) must notify the regulator 12 months after it first submits a Form 31-103F2 under paragraph (4)(f), and each year thereafter, if it continues to rely on subsection (3).

				(6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees.

Division 3 Exemptions from investment fund manager registration				Division 3 Exemptions from investment fund manager registration

8.27 Private investment club		Private investment club -- investment fund manager exemption		8.27 Private investment club~~-- investment fund manager exemption~~

The investment fund manager registration requirement does not apply to a person or company in respect of its acting as an investment fund manager for an investment fund if all of the following apply:		8.7 The investment fund manager registration requirement does not apply to a person or company that directs the business, operations or affairs of an investment fund if the investment fund		~~8.7~~ The investment fund manager registration requirement does not apply to a person or company ~~that directs the business, operations or affairs of~~ in respect of its acting as an investment fund manager for an investment fund if all of the ~~investment fund~~ following apply:

(a) the fund has no more than 50 beneficial security holders;		(a) has no more than 50 beneficial security holders,

(b) the fund does not seek and has never sought to borrow money from the public;		(b) does not seek and has never sought to borrow money from the public,		(a) the fund has no more than 50 beneficial security holders,;

(c) the fund does not distribute and has never distributed its securities to the public;		(c) does not and has never distributed its securities to the public,		(b) the fund does not seek and has never sought to borrow money from the public,;

(d) the fund does not pay or give any remuneration for investment management or administration advice in respect of trades in securities, except normal brokerage fees;		(d) does not pay or give any remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and		(c) the fund does not distribute and has never distributed its securities to the public,;

(e) the fund, for the purpose of financing its operations, requires security holders to make contributions in proportion to the value of the securities held by them.		(e) for the purpose of financing the operations of the investment fund, requires holders to make contributions in proportion to the value of the securities held by them.		(d) the fund does not pay or give any remuneration for investment management or administration advice or in respect of trades in securities, except normal brokerage fees~~, and~~;

				(e) the fund, for the purpose of financing ~~the~~ its operations ~~of the investment fund~~, requires security holders to make contributions in proportion to the value of the securities held by them.

8.28 Capital accumulation plan exemption		New Provision		8.28 Capital accumulation plan exemption

(1) In this section, "capital accumulation plan" means a tax assisted investment or savings plan, including a defined contribution registered pension plan, a group registered retirement savings plan, a group registered education savings plan, or a deferred profit-sharing plan, established by a plan sponsor that permits a member to make investment decisions among two or more investment options offered within the plan, and in Quebec and Manitoba, includes a simplified pension plan.				(1) In this section, "capital accumulation plan" means a tax assisted investment or savings plan, including a defined contribution registered pension plan, a group registered retirement savings plan, a group registered education savings plan, or a deferred profit-sharing plan, established by a plan sponsor that permits a member to make investment decisions among two or more investment options offered within the plan, and in Quebec and Manitoba, includes a simplified pension plan.

(2) The investment fund manager registration requirement does not apply to a person or company that acts as an investment fund manager for an investment fund if the person or company is only required to be registered as an investment fund manager because the investment fund is an investment option in a capital accumulation plan.				(2) The investment fund manager registration requirement does not apply to a person or company that acts as an investment fund manager for an investment fund if the person or company is only required to be registered as an investment fund manager because the investment fund is an investment option in a capital accumulation plan.

8.29 Private investment fund -- loan and trust pools		Private investment fund - loan and trust pools		8.29 Private investment fund --- loan and trust pools

(1) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund if all of the following apply:		8.6 (1) The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if the investment fund		~~8.6~~ (1) The ~~dealer~~ investment fund manager registration requirement does not apply ~~in respect of a trade in a security of~~ to a trust company or trust corporation that administers an investment fund if all of the ~~investment fund~~ following apply:

(a) the trust company or trust corporation is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;		(a) is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada,		(a) ~~is administered by a~~the trust company or trust corporation ~~that~~ is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada,;

(b) the fund has no promoter or investment fund manager other than the trust company or trust corporation;		(b) has no promoter or manager other than the trust company or trust corporation referred to in paragraph (a), and

(c) the fund commingles the money of different estates and trusts for the purpose of facilitating investment.		(c) co-mingles the money of different estates and trusts for the purpose of facilitating investment.		(b) the fund has no promoter or investment fund manager other than the trust company or trust corporation~~referred to in paragraph (a), and~~;

(2) The exemption in subsection (1) is not available to a trust company or trust corporation registered under the laws of Prince Edward Island unless it is also registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada.		(2) Despite subsection (1), a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada is not a trust company or trust corporation for the purpose of paragraph (1)(a).		(c) ~~co-mingles~~ the fund commingles the money of different estates and trusts for the purpose of facilitating investment.

		(3) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund referred to in subsection (1).		(2) ~~Despite~~ The exemption in subsection (1) , is not available to a trust company or trust corporation registered under the laws of Prince Edward Island ~~that~~ unless it is ~~not~~ also registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada ~~is not a trust company or trust corporation for the purpose of paragraph (1)(a)~~.

				~~(3) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund referred to in subsection (1).~~

Division 4 Mobility exemption -- firms				Division 4 Mobility exemption -- firms

8.30 Client mobility exemption -- firms		Mobility exemption -- registered firm		~~Mobility exemption -- registered firm~~

				8.30 Client mobility exemption -- firms

The dealer registration requirement and the adviser registration requirement do not apply to a person or company if all of the following apply:		8.23 If the local jurisdiction is a non-principal jurisdiction, the registration requirement does not apply to a person or company if the person or company		~~8.23 If the local jurisdiction is a non-principal jurisdiction, the~~ The dealer registration requirement ~~does~~ and the adviser registration requirement do not apply to a person or company if all of the following apply:

(a) the person or company is registered as a dealer or adviser in its principal jurisdiction;		(a) is registered as a dealer or adviser in its principal jurisdiction,

(b) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than as it is permitted to in its principal jurisdiction according to its registration;		(b) is trading or advising in securities with an eligible client,		(a) the person or company ~~(a)~~ is registered as a dealer or adviser in its principal jurisdiction,;

(c) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than in respect of 10 or fewer eligible clients;		(c) does not trade or advise in securities in the local jurisdiction other than as it is permitted to in its principal jurisdiction according to its category of registration,		~~(b) is trading or advising in securities with an eligible client,~~

(d) the person or company complies with Parts 13 [dealing with clients -- individuals and firms] and 14 [handling client accounts -- firms];		(d) has 10 or fewer eligible clients in the local jurisdiction, and		~~(c) does not trade or advise in securities~~ (b) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than as it is permitted to in its principal jurisdiction according to its ~~category of~~ registration,;

(e) the person or company deals fairly, honestly and in good faith in the course of its dealings with an eligible client.		(e) complies with section 8.25 [mobility exemption conditions].		~~(d) has~~ (c) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than in respect of 10 or fewer eligible clients ~~in the local jurisdiction, and~~;

		Mobility exemption -- registered individual

		Mobility exemption conditions		(d) the person or company complies with Parts 13 [dealing with clients -- individuals and firms] and 14 [handling client accounts -- firms];

		8.25 For the purposes of paragraphs 8.23(e) and 8.24(f) the person or company must		~~(e) complies with section 8.25 [mobility exemption conditions].~~

		(b) act fairly, honestly and in good faith in the course of its dealings with an eligible client.		~~Mobility exemption -- registered individual~~

				~~Mobility exemption conditions~~

				~~8.25 For the purposes of paragraphs 8.23(e) and 8.24(f)~~ (e) the person or company ~~must(b) act~~ deals fairly, honestly and in good faith in the course of its dealings with an eligible client.

Part 9 Membership in a self-regulatory organization		PART 3 -- SRO MEMBERSHIP

9.1 IIROC membership for investment dealers		IDA membership for investment dealers		~~IDA~~9.1 IIROC membership for investment dealers

An investment dealer must not act as a dealer unless the investment dealer is a "Dealer Member", as defined under the rules of IIROC.		3.1 (1) No person or company may be registered as an investment dealer unless the person or company is a member of the IDA.		~~3.1 (1) No person or company may be registered as an~~ An investment dealer must not act as a dealer unless the ~~person or company is a member of the IDA.~~ investment dealer is a "Dealer Member", as defined under the rules of IIROC.

9.2 MFDA membership for mutual fund dealers		MFDA membership for mutual fund dealers		9.2 MFDA membership for mutual fund dealers

Except in Québec, a mutual fund dealer must not act as a dealer unless the mutual fund dealer is a "member", as defined under the rules of the MFDA.		3.2 Except in Québec, no person or company may be registered as a mutual fund dealer unless the person or company is a member of the MFDA.		~~3.2~~ Except in Québec, ~~no person or company may be registered as~~ a mutual fund dealer must not act as a dealer unless the ~~person or company~~ mutual fund dealer is a "member", as defined under the rules of the MFDA.

9.3 Exemptions from certain requirements for SRO members		Exceptions for SRO members		~~Exceptions~~9.3 Exemptions from certain requirements for SRO members

(1) An investment dealer that is a member of IIROC is exempt from the following requirements to the extent the provisions apply to the activities of an investment dealer:		3.3 (1) A registrant that is a member of the IDA, or a dealing representative of a member of the IDA, is exempt from each requirement in the following sections that applies to a registered dealer, or a dealing representative, if the registrant complies with the by-laws, regulations and policies of the IDA that deal with the same subject matter:		3.3 (1) A registrant that is a member of the IDA, or a dealing representative of a member of the IDA, is exempt from each requirement in the following sections that applies to a registered dealer, or a dealing representative, if the registrant complies with the by-laws, regulations and policies of the IDA that deal with the same subject matter:

(a) section 12.1 [capital requirements];		(a) section 4.18 [capital requirement];		(1) An investment dealer that is a member of IIROC is exempt from the following requirements to the extent the provisions apply to the activities of an investment dealer:

(b) section 12.2 [notifying the regulator of a subordination agreement];		(b) section 4.19 [report capital deficiency];

(c) section 12.3 [insurance -- dealer];		(c) section 4.21 [insurance -- dealer];		(a) section ~~4.18~~12.1 [capital ~~requirement~~ requirements];

(d) section 12.6 [global bonding or insurance];		(d) section 4.25 [notice of change, claim, or cancellation];		(b) section ~~4.19 [report capital deficiency];~~ 12.2 [notifying the regulator of a subordination agreement];

(e) section 12.7 [notifying the regulator of a change, claim or cancellation];		(e) section 4.26 [appointment of auditor];

(f) section 12.10 [annual financial statements];		(f) section 4.27 [direction to auditor];		(c) section ~~4.21~~12.3 [insurance -- dealer];

(g) section 12.11 [interim financial information];		(g) section 4.28 [delivering financial information -- dealer];		(d) section ~~4.25 [notice of change, claim, or cancellations];~~ 12.6 [global bonding or insurance];

(h) section 12.12 [delivering financial information -- dealer];		(h) section 5.4 [providing relationship disclosure information];		(e) section ~~4.26 [appointment of auditor];~~ 12.7 [notifying the regulator of a change, claim or cancellation];

(i) subsection 13.2(3) [know your client];		(i) section 5.5 [suitability];		(f) section ~~4.27 [direction to auditor~~12.10 [annual financial statements];

(j) section 13.3 [suitability];		(j) section 5. 7 [margin];

(k) section 13.12 [restriction on lending to clients];		(k) section 5.8 [disclosure when recommending use of borrowed money];		(g) section ~~4.28 [delivering financial information -- dealer];~~ 12.11 [interim financial information];

(l) section 13.13 [disclosure when recommending the use of borrowed money];		(l) section 5.10 [holding client assets in trust];		(h) section ~~5.4 [providing relationship disclosure information];~~12.12 [delivering financial information -- dealer];

		(m) section 5.11 [securities subject to safekeeping agreement];

(m) subsection 14.2(2) [relationship disclosure information];				~~(i) section 5.5 [suitability];~~

		(n) section 5.12 [securities not subject to safekeeping agreement];		(i) subsection 13.2(3) [know your client];


(n) section 14.6 [holding client assets in trust];				(j) section ~~5. 7 [margin];~~13.3 [suitability];

(o) section 14.8 [securities subject to a safekeeping agreement];		(o) section 5.18 [confirmation of trade -- general];		(k) section ~~5.8 [disclosure when recommending use of borrowed money];~~13.12 [restriction on lending to clients];

(p) section 14.9 [securities not subject to a safekeeping agreement];		(p) except in Québec, section 5.29 [dispute resolution service].

(q) section 14.12 [content and delivery of trade confirmation].		(2) Except in Québec, the provisions listed in subsection (1) do not apply to a registrant that is a member or approved person of the MFDA if the registrant complies with the by-laws, rules and policies of the MFDA that deal with the same subject matter.		(l) section ~~5.10 [holding client assets in trust];~~13.13 [disclosure when recommending the use of borrowed money];

(2) Despite subsection (1), if a registered firm is a member of IIROC and is registered as an investment fund manager, the firm is not exempt from the following requirements:				(m) ~~section 5.11 [securities subject to safekeeping agreement];~~ subsection 14.2(2) [relationship disclosure information];

(a) section 12.1 [capital requirements];		(3) In Québec, the provisions listed in subsection (1) do not apply to a mutual fund dealer or a dealing representative of a mutual fund dealer if the registrant complies with the regulation on mutual fund dealer requirements in Québec.		(n) section ~~5.12 [securities not subject to safekeeping agreement];~~14.6 [holding client assets in trust];

(b) section 12.2 [notifying the regulator of a subordination agreement];				(o) section ~~5.18 [confirmation of trade - general];~~ 14.8 [securities subject to a safekeeping agreement];

(c) section 12.7 [notifying the regulator of a change, claim or cancellation];				(p) ~~except in Québec,~~ section ~~5.29 [dispute resolution service].~~ 14.9 [securities not subject to a safekeeping agreement];

(d) section 12.10 [annual financial statements];

(e) section 12.11 [interim financial information].				(q) section 14.12 [content and delivery of trade confirmation].

(3) A registered firm that is a member of the MFDA is exempt from each requirement listed in subsection (1) that applies to a mutual fund dealer other than the following:				(2) Except in Québec, the provisions listed in subsection (1) do not apply to a registrant that is a member or approved person of the MFDA if the registrant complies with the by-laws, rules and policies of the MFDA that deal with the same subject matter.

(a) subsection 13.2(3) [know your client];

(b) section 13.12 [restriction on lending to clients].				(2) Despite subsection (1), if a registered firm is a member of IIROC and is registered as an investment fund manager, the firm is not exempt from the following requirements:

(4) Despite subsection (3), if a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is not exempt from the following requirements:				(a) section 12.1 [capital requirements];

				(b) section 12.2 [notifying the regulator of a subordination agreement];

(a) section 12.1 [capital requirements];				(c) section 12.7 [notifying the regulator of a change, claim or cancellation];

(b) section 12.2 [notifying the regulator of a subordination agreement];				(d) section 12.10 [annual financial statements];

(c) section 12.7 [notifying the regulator of a change, claim or cancellation];				(e) section 12.11 [interim financial information].

(d) section 12.10 [annual financial statements];				(3) A registered firm that is a member of the MFDA is exempt from each requirement listed in subsection (1) that applies to a mutual fund dealer other than the following:

(e) section 12.11 [interim financial information].

(5) Subsection (3) does not apply in Québec.				(a) subsection 13.2(3) [know your client];

(6) In Québec, the requirements listed in subsection (1), other than subsection 13.2(3) [know your client] and section 13.12 [restriction on lending to clients] do not apply to a mutual fund dealer if the registrant complies with the applicable regulations on mutual fund dealer in Québec.				(b) section 13.12 [restriction on lending to clients].

				(4) Despite subsection (3), if a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is not exempt from the following requirements:

				(a) section 12.1 [capital requirements];

				(b) section 12.2 [notifying the regulator of a subordination agreement];

				(c) section 12.7 [notifying the regulator of a change, claim or cancellation];

				(d) section 12.10 [annual financial statements];

				(e) section 12.11 [interim financial information].

				(5) Subsection (3) does not apply in Québec.

				~~(3)~~ (6) In Québec, the ~~provisions~~ requirements listed in subsection (1), other than subsection 13.2(3) [know your client] and section 13.12 [restriction on lending to clients] do not apply to a mutual fund dealer ~~or a dealing representative of a mutual fund dealer~~ if the registrant complies with the ~~regulation~~ applicable regulations on mutual fund dealer ~~requirements~~ in Québec.

Part 10 Suspension and revocation of registration -- firms

Division 1 When a firm's registration is suspended

		Failure to pay fees		10.1 Failure to pay fees

10.1 Failure to pay fees

(1) In this section, "annual fees" means		7.5 (1) A registered firm is suspended on the 30th day after the date its annual fees were due if the firm has not paid its annual fees.		~~7.5 (1) A registered firm is suspended on the 30th day after the date its annual fees were due if the firm has not paid its annual fees.~~

(a) in Alberta, the fees required under section 2.1 of the Schedule - Fees in Alta. Reg. 115/95 -- Securities Regulation,		(2) In subsection (1), "annual fees" means		~~(2)~~ (1) In ~~subsection (1)~~this section, "annual fees" means

(b) in British Columbia, the annual fees required under section 22 of the Securities Regulation, B.C. Reg. 196/97,		(a) in Alberta, the fee required under section 8 of Alta. Reg. 115/95 -- Securities Regulation,		(a) in Alberta, the ~~fee~~ fees required under section 82.1 ofthe Schedule - Fees in Alta. Reg. 115/95 -- Securities Regulation,

(c) in Manitoba, the fees required under paragraph 1.(2)(a) of the Manitoba Fee Regulation, M.R 491\88R,		(b) in British Columbia, the fee required under section 22 of Securities Regulation B.C. Reg 196/97,		(b) in British Columbia, the ~~fee~~ annual fees required under section 22 of the Securities Regulation, B.C. Reg. 196/97,

(d) in New Brunswick, the fees required under section 2.2 (c) of Local Rule 11-501 Fees,		(c) in Québec, the fee required under section 271.5 of the Québec Securities Regulation,		(c) in ~~Québec, the fee required under section 271.5 of the Québec Securities Regulation,~~ Manitoba, the fees required under paragraph 1.(2)(a) of the Manitoba Fee Regulation, M.R 491\88R,

(e) in Newfoundland and Labrador, the fees required under section 143 of the Securities Act,		(d) in Ontario, the participation fee required under Ontario Securities Commission Rule 13-502 Fees, and

(f) in Nova Scotia, the fees required under Part XIV of the Regulations,		(e) in Saskatchewan, the annual registration fee required to be paid by a registrant under section 176 of The Securities Regulations (Saskatchewan).		(d) in ~~Ontario, the participation fee required under Ontario Securities Commission Rule 13-502 Fees, and~~ New Brunswick, the fees required under section 2.2 (c) of Local Rule 11-501 Fees,

(g) in Northwest Territories, the fees required under sections 1(c) and 1(e) of the Securities Fee regulations, R-066-2008;				(e) in ~~Saskatchewan, the annual registration fee required to be paid by a registrant under section 176 of The Securities Regulations (Saskatchewan).~~ Newfoundland and Labrador, the fees required under section 143 of the Securities Act,

(h) in Nunavut, the fees required under section 1(a) of the Schedule to R-003-2003 to the Securities Fee regulation, R.R.N.W.T. 1990, c.20,

(i) in Prince Edward Island, the fees required under section 175 of the Securities Act R.S.P.E.I., Cap. S-3.1,				(f) in Nova Scotia, the fees required under Part XIV of the Regulations,

(j) in Québec, the fees required under section 271.5 of the Québec Securities Regulation,				(g) in Northwest Territories, the fees required under sections 1(c) and 1(e) of the Securities Fee regulations, R-066-2008;

(k) in Saskatchewan, the annual registration fees required to be paid by a registrant under section 176 of The Securities Regulations (Saskatchewan), and				(h) in Nunavut, the fees required under section 1(a) of the Schedule to R-003-2003 to the Securities Fee regulation, R.R.N.W.T. 1990, c.20,

(l) in Yukon, the fees required under O.I.C. 2009\66, pursuant to section 168 of the Securities Act.				(i) in Prince Edward Island, the fees required under section 175 of the Securities Act R.S.P.E.I., Cap. S-3.1,

				(j) in Québec, the fees required under section 271.5 of the Québec Securities Regulation,

(2) If a registered firm has not paid the annual fees by the 30th day after the date the annual fees were due, the registration of the firm is suspended until reinstated or revoked under securities legislation.				(k) in Saskatchewan, the annual registration fees required to be paid by a registrant under section 176 of The Securities Regulations (Saskatchewan), and

				(l) in Yukon, the fees required under O.I.C. 2009\66, pursuant to section 168 of the Securities Act.

				(2) If a registered firm has not paid the annual fees by the 30th day after the date the annual fees were due, the registration of the firm is suspended until reinstated or revoked under securities legislation.

10.2 If IIROC membership is revoked or suspended		Suspension of IDA approval		~~Suspension of IDA approval~~ 10.2 If IIROC membership is revoked or suspended

If IIROC revokes or suspends a registered firm's membership, the firm's registration in the category of investment dealer is suspended until reinstated or revoked under securities legislation.		7.3 (1) If the IDA revokes or suspends a registered firm's membership, the firm's registration in the category of investment dealer is suspended.		~~7.3 (1) If the IDA~~ If IIROC revokes or suspends a registered firm's membership, the firm's registration in the category of investment dealer is suspendeduntil reinstated or revoked under securities legislation.

10.3 If MFDA membership is revoked or suspended		Suspension of MFDA approval		~~Suspension of~~ 10.3 If MFDA ~~approval~~ membership is revoked or suspended

Except in Québec, if the MFDA revokes or suspends a registered firm's membership, the firm's registration in the category of mutual fund dealer is suspended until reinstated or revoked under securities legislation.		7.4 (1) If the MFDA revokes or suspends a registered firm's membership, the firm's registration in the category of mutual fund dealer is suspended.		~~7.4 (1) If~~ Except in Québec, if the MFDA revokes or suspends a registered firm's membership, the firm's registration in the category of mutual fund dealer is suspendeduntil reinstated or revoked under securities legislation.

			(3) This section does not apply in Québec.

				~~(3) This section does not apply in Québec.~~

10.4 Activities not permitted while a firm's registration is suspended		Activities requiring registration are prohibited		10.4 Activities ~~requiring~~ not permitted while a firm's registration ~~are prohibited~~ is suspended

If a registered firm's registration in a category is suspended, the firm must not act as a dealer, an underwriter, an adviser, or an investment fund manager, as the case may be, under that category.		7.1 If the registration of a registered firm or a registered individual in a category is suspended, he, she or it must not act as a dealer, an adviser, or an investment fund manager in that category.		~~7.1~~ If ~~the registration of~~ a registered firm ~~or a registered individual~~'s registration in a category is suspended, ~~he, she or it~~ the firm must not act as a dealer, an underwriter, an adviser, or an investment fund manager in, as the case may be, under that category.

Division 2 Revoking a firm's registration

10.5 Revocation of a suspended registration -- firm		Revocation of registration		10.5 Revocation of a suspended registration- firm

If a registration has been suspended under this Part and it has not been reinstated, the registration is revoked on the 2nd anniversary of the suspension.		7.7 If a registration has been suspended under this Part and it has not been reinstated, the registration is revoked on the second anniversary following the suspension.		~~7.7~~ If a registration has been suspended under this Part and it has not been reinstated, the registration is revoked on the ~~second~~ 2nd anniversary ~~following~~ of the suspension.

10.6 Exception for firms involved in a hearing		Exception -- hearing		10.6 Exception -for firms involved in a hearing

Despite section 10.5, if a hearing concerning a suspended registrant is commenced under securities legislation or under the rules of an SRO, the registrant's registration remains suspended.		7.8 Despite 7.7 [revocation of registration], if a hearing concerning a suspended registrant is commenced under the Act, the registration remains suspended until a decision has been made by the regulator or the securities regulatory authority.		~~7.8~~ Despite ~~7.7 [revocation of registration],~~section 10.5, if a hearing concerning a suspended registrant is commenced under ~~the Act~~ securities legislation or under the rules of an SRO, theregistrant's registration remains suspended ~~until a decision has been made by the regulator or the securities regulatory authority~~.

10.7 Application of Part 10 in Ontario		New Provision		10.7 Application of Part 10 in Ontario

Other than section 10.4 [activities not permitted while a firm's registration is suspended], this Part does not apply in Ontario.				Other than section 10.4 [activities not permitted while a firm's registration is suspended], this Part does not apply in Ontario.

[Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10.]				[Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10.]

Part 11 Internal controls and systems

Division 1 Compliance

11.1 Compliance system		Compliance system		11.1 Compliance system

A registered firm must establish, maintain and apply policies and procedures that establish a system of controls and supervision sufficient to		5.23 (1) A registered firm must establish, maintain and apply a system of controls and supervision sufficient to		~~5.23 (1)~~A registered firm must establish, maintain and applypolicies and procedures that establish a system of controls and supervision sufficient to

(a) provide reasonable assurance that the firm and each individual acting on its behalf complies with securities legislation, and		(a) provide reasonable assurance that the firm and each individual acting on its behalf complies with securities legislation, and		(a) provide reasonable assurance that the firm and each individual acting on its behalf complies with securities legislation, and

(b) manage the risks associated with its business in accordance with prudent business practices.		(b) manage the risks associated with its business in conformity with prudent business practices.		(b) manage the risks associated with its business in ~~conformity~~ accordance with prudent business practices.

		(2) The system of controls referred to in subsection (1) must be documented in the form of written policies and procedures.		~~(2) The system of controls referred to in subsection (1) must be documented in the form of written policies and procedures.~~

11.2 Designating an ultimate designated person		Ultimate designated person		~~Ultimate~~ 11.2 Designating an ultimate designated person

(1) A registered firm must designate an individual who is registered under securities legislation in the category of ultimate designated person to perform the functions described in section 5.1 [responsibilities of the ultimate designated person].		2.9 (1) A registered firm must have an individual who is registered under securities legislation in the category of ultimate designated person to perform the functions described in section 5.24 [ultimate designated person -- functions].		~~2.9~~ (1) A registered firm must ~~have~~ designate an individual who is registered under securities legislation in the category of ultimate designated person to perform the functions described in section ~~5.24 [~~5.1 [responsibilities of the ultimate designated person ~~- functions~~].

(2) A registered firm must not designate an individual to act as the firm's ultimate designated person unless the individual is one of the following:		(2) An individual must not act as the ultimate designated person of a registered firm unless the individual is		(2) AnA registered firm must not designate an individual ~~must not~~ to act as the firm's ultimate designated person ~~of a registered firm~~ unless the individual isone of the following:

(a) the chief executive officer or sole proprietor of the registered firm;		(a) the chief executive officer or sole proprietor of the registered firm,

(b) an officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division;		(b) an officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division, or		(a) the chief executive officer or sole proprietor of the registered firm ,;

(c) an individual acting in a capacity similar to that of an officer described in paragraph (a) or (b).		(c) an individual acting in a capacity similar to that of an officer described in paragraph (a) or (b).		(b) an officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division ~~, or~~;

(3) If an individual who is registered as a registered firm's ultimate designated person ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its ultimate designated person.				(c) an individual acting in a capacity similar to that of an officer described in paragraph (a) or (b).

				(3) If an individual who is registered as a registered firm's ultimate designated person ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its ultimate designated person.

11.3 Designating a chief compliance officer		Chief compliance officer		~~Chief~~ 11.3 Designating a chief compliance officer

(1) A registered firm must designate an individual who is registered under securities legislation in the category of chief compliance officer to perform the functions described in section 5.2 [responsibilities of the chief compliance officer].		2.10 (1) A registered firm must have an individual who is registered under securities legislation in the category of chief compliance officer to perform the functions described in section 5.25 [chief compliance officer - functions].		~~2.10~~ (1) A registered firm must ~~have~~ designate an individual who is registered under securities legislation in the category of chief compliance officer to perform the functions described in section ~~5.25 [~~5.2 [responsibilities of the chief compliance officer ~~- functions~~].

(2) A registered firm must not designate an individual to act as the firm's chief compliance officer unless the individual has satisfied the applicable conditions in Part 3 [registration requirements -- individuals] and the individual is one of the following:		(2) An individual must not act as the chief compliance officer for a registered firm unless the individual is an officer or partner of the registered firm, or the firm's sole proprietor.		(2) AnA registered firm must not designate an individual ~~must not~~ to act as the firm's chief compliance officer ~~for a registered firm~~ unless the individual is has satisfied the applicable conditions in Part 3 [registration requirements -- individuals] and the individual is one of the following:

(a) an officer or partner of the registered firm;

(b) the sole proprietor of the registered firm.				(a) an officer or partner of the registered firm ~~, or~~;


(3) If an individual who is registered as a registered firm's chief compliance officer ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its chief compliance officer.				(b) the ~~firm's~~ sole proprietorof the registered firm.

				(3) If an individual who is registered as a registered firm's chief compliance officer ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its chief compliance officer.

11.4 Providing access to board		Access to board or partnership		~~Access~~ 11.4 Providing access to board ~~or partnership~~

A registered firm must permit its ultimate designated person and its chief compliance officer to directly access the firm's board of directors, or individuals acting in a similar capacity for the firm, at such times as the ultimate designated person or the chief compliance officer may consider necessary or advisable in view of his or her responsibilities.		5.26 A registered firm must permit its ultimate designated person and its chief compliance officer to directly access the board of directors or partnership at such times as either of them may independently deem necessary or advisable in view of his or her responsibilities.		~~5.26~~ A registered firm must permit its ultimate designated person and its chief compliance officer to directly access the firm's board of directors ~~or partnership at such times as either of them may independently deem~~, or individuals acting in a similar capacity for the firm, at such times as the ultimate designated person or the chief compliance officer may consider necessary or advisable in view of his or her responsibilities.

Division 2 Books and records

11.5 General requirements for records		Records -- general requirements		~~Records - general~~ 11.5 General requirementsfor records

(1) A registered firm must maintain records to		5.15 (1) A registered firm must maintain records to		~~5.15~~ (1) A registered firm must maintain records to

(a) accurately record its business activities, financial affairs, and client transactions, and		(a) accurately record its business activities, financial affairs, and client transactions, and		(a) accurately record its business activities, financial affairs, and client transactions, and

(b) demonstrate the extent of the firm's compliance with applicable requirements of securities legislation.		(b) demonstrate compliance with applicable requirements of securities legislation.		(b) demonstratethe extent of the firm's compliance with applicable requirements of securities legislation.

(2) The records required under subsection (1) include, but are not limited to, records that do the following:		(2) Such records must include, but are not limited to, records that

(a) permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority;		(a) permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority,		(2) ~~Such~~The records ~~must~~ required under subsection (1) include, but are not limited to, records that do the following:

(b) permit determination of the registered firm's capital position;		(b) permit determination of the registered firm's capital position,		(a) permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority ,;

(c) demonstrate compliance with the registered firm's capital and insurance requirements;		(c) demonstrate compliance with the registered firm's capital and insurance requirements,		(b) permit determination of the registered firm's capital position ,;

(d) demonstrate compliance with internal control procedures;		(d) demonstrate compliance with internal control procedures,		(c) demonstrate compliance with the registered firm's capital and insurance requirements ,;

(e) demonstrate compliance with the firm's policies and procedures;		(e) demonstrate compliance with the firm's policies and procedures,		(d) demonstrate compliance with internal control procedures ,;

(f) permit the identification and segregation of client cash, securities, and other property;		(f) permit the identification and segregation of client cash, securities, and other property,		(e) demonstrate compliance with the firm's policies and procedures ,;

(g) identify all transactions conducted on behalf of the registered firm and each of its clients, including the parties to the transaction and the terms of the purchase or sale;		(g) identify all transactions conducted on behalf of the registered firm and each of its clients, including the parties to the transaction and the terms of the purchase or sale,		(f) permit the identification and segregation of client cash, securities, and other property ,;

		(h) provide an audit trail for		(g) identify all transactions conducted on behalf of the registered firm and each of its clients, including the parties to the transaction and the terms of the purchase or sale ,;

(h) provide an audit trail for

		(i) client instructions and orders, and		(h) provide an audit trail for

(i) client instructions and orders, and

(ii) each trade transmitted or executed for a client or by the registered firm on its own behalf;		(ii) each trade transmitted or executed for a client or by the registered firm on its own behalf,		(i) client instructions and orders, and

(i) permit the generation of account activity reports for clients;		(i) permit creation of account activity reports for clients,		(ii) each trade transmitted or executed for a client or by the registered firm on its own behalf ,;

(j) provide securities pricing as may be required by securities legislation;		(j) provide securities pricing as may be required by securities legislation,		(i) permit ~~creation~~ the generation of account activity reports for clients ,;

(k) document the opening of client accounts, including any agreements with clients;		(k) demonstrate compliance with client account opening requirements,		(j) provide securities pricing as may be required by securities legislation ,;

(l) demonstrate compliance with sections 13.2 [know your client] and 13.3 [suitability];		(l) document correspondence with clients, and		(k) ~~demonstrate compliance with client account opening requirements,~~ document the opening of client accounts, including any agreements with clients;

(m) demonstrate compliance with complaint-handling requirements;		(m) document compliance and supervision actions taken by the firm.		(l) demonstrate compliance with sections 13.2 [know your client] and 13.3 [suitability];

(n) document correspondence with clients;				(m) demonstrate compliance with complaint-handling requirements;

(o) document compliance and supervision actions taken by the firm.				( ln) document correspondence with clients ~~, and~~;

				(mo) document compliance and supervision actions taken by the firm.

11.6 Form, accessibility and retention of records		Records -- form, accessibility and retention		~~Records - form~~ 11.6 Form, accessibility and retention ~~5.16~~ of records

(1) A registered firm must keep a record that it is required to keep under securities legislation		5.16 (1) A registered firm must keep its records safe and in a durable form.		(1) A registered firm must keep ~~its records~~ a record that it is required to keep under securities legislation

(a) for 7 years from the date the record is created,		(2) For a period of two years after the creation of a record, a registered firm must keep the record in a manner that permits it to be provided promptly to the regulator, and thereafter the record may be kept in a manner that permits it to be provided to the regulator in a reasonable period of time.		(a) for 7 years from the date the record is created,

(b) in a safe location and in a durable form, and

				(b) in a safe location and in a durable form ., and

(c) in a manner that permits it to be provided to the regulator or the securities regulatory authority in a reasonable period of time.		(3) A record provided under subsection (2) must be in a form that is capable of being read by the regulator.		(2c) For a period of two years after the creation of a record, a registered firm must keep the record in a manner that permits it to be provided promptly to the regulator, and thereafter the record may be kept in a manner that permits it to be provided to the regulatoror the securities regulatory authority in a reasonable period of time.

(2) A record required to be provided to the regulator or the securities regulatory authority must be provided in a format that is capable of being read by the regulator or the securities regulatory authority.		(4) A registered firm must keep

		(a) an activity record for seven years from the date of the act, and

(3) Paragraph (1)(c) does not apply in Ontario.		(b) a relationship record for seven years from the date the person or company ceases to be a client of the registered firm.		(32) ~~A record provided under subsection (2)~~A record required to be provided to the regulator or the securities regulatory authority must be provided in a ~~form~~ format that is capable of being read by the regulatoror the securities regulatory authority.

[Note: In Ontario, how quickly a registered firm is require to provide information to the regulator is addressed in subsection 19(3) of the Securities Act (Ontario).]		(5) In subsection (4),

				(3) Paragraph (1)(c) does not apply in Ontario.

		"activity record" includes

		(a) a confirmation of a transaction required under section 5.18 [confirmation of trade -- general],		[Note: In Ontario, how quickly a registered firm is require to provide information to the regulator is addressed in subsection 19(3) of the Securities Act (Ontario).]

		(b) a communication between the registrant and the client made in respect of a purchase or sale of a security, including a record of an oral communication,		~~(4) A registered firm must keep~~

				~~(a) an activity record for seven years from the date of the act, and~~

		(c) a statement of account and portfolio required under section 5.22 [statements of account and portfolio],		~~(b) a relationship record for seven years from the date the person or company ceases to be a client of the registered firm.~~

		(d) a referral of the client that is subject to Division 2 [referral arrangements] of Part 6; and		~~(5) In subsection (4),~~

		"relationship record" means a document, other than an activity record, that describes the relationship between a registrant and a client of the registrant including		~~"activity record" includes~~

				~~(a) a confirmation of a transaction required under section 5.18 [confirmation of trade - general],~~

		(a) a communication between the registrant and the client not made in respect of a purchase or sale of a security, including a record of an oral communication,		~~(b) a communication between the registrant and the client made in respect of a purchase or sale of a security, including a record of an oral communication,~~

		(b) an agreement entered into between the registrant and the client,		~~(c) a statement of account and portfolio required under section 5.22 [statements of account and portfolio],~~

		(c) a client complaint,

		(d) relationship disclosure information provided to the client under section 5.4 [providing relationship disclosure information].		~~(d) a referral of the client that is subject to Division 2 [referral arrangements] of Part 6; and~~

				~~"relationship record" means a document, other than an activity record, that describes the relationship between a registrant and a client of the registrant including~~

				~~(a) a communication between the registrant and the client not made in respect of a purchase or sale of a security, including a record of an oral communication,~~

				~~(b) an agreement entered into between the registrant and the client,~~

				~~(c) a client complaint,~~

				~~(d) relationship disclosure information provided to the client under section 5.4 [providing relationship disclosure information].~~

Division 3 Certain business transactions				Division 3 Certain business transactions

11.7 Tied settling of securities transactions		Settling securities transactions		~~Settling securities transactions~~

A registered firm must not require a person or company to settle that person's or company's transaction with the registered firm through that person's or company's account at a Canadian financial institution as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying a product or service, unless this method of settlement would be, to a reasonable person, necessary to provide the specific product or service that the person or company has requested.		6.9 A registered firm must not require a person or company to settle that person's or company's transaction with the registered firm through that person's or company's account at a Canadian financial institution as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying a product or service, unless this method of settlement is reasonably necessary to provide the specific product or service that the person or company has requested.		11.7 Tied settling of securities transactions

				~~6.9~~ A registered firm must not require a person or company to settle that person's or company's transaction with the registered firm through that person's or company's account at a Canadian financial institution as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying a product or service, unless this method of settlement ~~is reasonably~~ would be, to a reasonable person, necessary to provide the specific product or service that the person or company has requested.

11.8 Tied selling		Tied selling		11.8 Tied selling

A dealer, adviser or investment fund manager must not require another person or company		6.10 No person or company shall require another person or company		~~6.10 No person or company shall~~ A dealer, adviser or investment fund manager must not require another person or company

(a) to buy, sell or hold a security as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying or continuing to supply a product or service, or		(a) to buy, sell or hold particular securities as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying or continuing to supply products or services, or		(a) to buy, sell or hold ~~particular securities~~ a security as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying or continuing to supply ~~products~~ a product or ~~services~~ service, or

(b) to buy, sell or use a product or service as a condition, or on terms that would appear to a reasonable person to be a condition, of buying or selling a security.		(b) to buy, sell or use any products or services as a condition, or on terms that would appear to a reasonable person to be a condition, of buying or selling particular securities.		(b) to buy, sell or use ~~any products~~ a product or ~~services~~ service as a condition, or on terms that would appear to a reasonable person to be a condition, of buying or selling ~~particular securities~~ a security.

11.9 Registrant acquiring a registered firm's securities or assets		Acquiring a registered firm's securities or assets		~~Acquiring~~11.9 Registrant acquiring a registered firm's securities or assets

(1) A registrant must give the regulator written notice in accordance with subsection (2) if it proposes to acquire any of the following:		6.8 (1) A person or company must give the regulator written notice at least 30 days before the acquisition if it proposes to acquire,		~~6.8~~ (1) A ~~person or company~~ registrant must give the regulator written notice ~~at least 30 days before the acquisition~~ in accordance with subsection (2) if it proposes to acquire, any of the following:

(a) beneficial ownership of, or direct or indirect control or direction over, a security of a registered firm;		(a) directly or indirectly, beneficial ownership of, or control or direction over, ten per cent or more of the securities of a registered firm, or

(b) beneficial ownership of, or direct or indirect control or direction over, a security of a person or company of which a registered firm is a subsidiary;		(b) a substantial part of the assets of a registered firm.		(a) ~~directly or indirectly,~~ beneficial ownership of, or direct or indirect control or direction over, ~~ten per cent or more of the securities~~ a security of a registered firm~~, or~~;

(c) all or a substantial part of the assets of a registered firm.		(2) The notice required under subsection (1) must include all relevant facts regarding the acquisition to permit the regulator to determine if it is		(b) beneficial ownership of, or direct or indirect control or direction over, a security of a person or company of which a registered firm is a subsidiary;

(2) The notice required under subsection (1) must be delivered to the regulator at least 30 days before the proposed acquisition and must include all relevant facts regarding the acquisition sufficient to enable the regulator to determine if the acquisition is		(i) likely to give rise to conflicts of interest,		(c) all or a substantial part of the assets of a registered firm.

		(ii) likely to hinder the registered firm in complying with securities legislation,

(a) likely to give rise to a conflict of interest,		(iii) inconsistent with an adequate level of investor protection, or		(2) The notice required under subsection (1) must be delivered to the regulator at least 30 days before the proposed acquisition and must include all relevant facts regarding the acquisition sufficient to ~~permit~~ enable the regulator to determine if it the acquisition is

(b) likely to hinder the registered firm in complying with securities legislation,		(iv) otherwise prejudicial to the public interest.

(c) inconsistent with an adequate level of investor protection, or		(3) If, within 30 days of the regulator's receipt of a notice under subsection (1), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.		(ia) likely to give rise to ~~conflicts~~ a conflict of interest,

(d) otherwise prejudicial to the public interest.				(iib) likely to hinder the registered firm in complying with securities legislation,

(3) Subsection (1) does not apply to the following:		(4) Following receipt of a notice of objection under subsection (3), the person or company who submitted the notice to the regulator may request the regulator to hold a hearing on the matter.		(~~iii~~c) inconsistent with an adequate level of investor protection, or

(a) a proposed acquisition in connection with an amalgamation, merger, arrangement, reorganization or treasury issue if the beneficial ownership of, or direct or indirect control or direction over, the person or company whose security is to be acquired will not change;				(ivd) otherwise prejudicial to the public interest.

		(5) Subsection (1) does not apply to		(3) Subsection (1) does not apply to the following:

(b) a registrant who, alone or in combination with any other person or company, proposes to acquire securities that, together with the securities already beneficially owned, or over which direct or indirect control or direction is already exercised, do not exceed more than 10% of any class or series of securities that are listed and posted for trading on an exchange.		(a) an acquisition by a registered firm in the ordinary course of its business of trading in securities, or		(a) a proposed acquisition in connection with an amalgamation, merger, arrangement, reorganization or treasury issue if the beneficial ownership of, or direct or indirect control or direction over, the person or company whose security is to be acquired will not change;

		(b) an amalgamation, merger, arrangement or reorganization in which the direct or indirect beneficial ownership of a registered firm does not change.

(4) Except in Ontario and British Columbia, if, within 30 days of the regulator's receipt of a notice under subsection (1), the regulator notifies the registrant making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.				(b) a registrant who, alone or in combination with any other person or company, proposes to acquire securities that, together with the securities already beneficially owned, or over which direct or indirect control or direction is already exercised, do not exceed more than 10% of any class or series of securities that are listed and posted for trading on an exchange.

(5) In Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1)(a) or (c), the regulator notifies the registrant making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.				(4) Except in Ontario and British Columbia, if, within 30 days of the regulator's receipt of a notice under subsection (1), the regulator notifies the registrant making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.

(6) Following receipt of a notice of objection under subsection (4) or (5), the person or company who submitted the notice to the regulator may request an opportunity to be heard on the matter.				(35) If In Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1)~~, the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.~~ (a) or (c), the regulator notifies the registrant making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.

				(4) 6) Following receipt of a notice of objection under subsection (34) or (5), the person or company who submitted the notice to the regulator may request an opportunity to be heard on the ~~regulator to hold a hearing on the~~ matter.

				~~(5) Subsection (1) does not apply to~~

				~~(a) an acquisition by a registered firm in the ordinary course of its business of trading in securities, or~~

				~~(b) an amalgamation, merger, arrangement or reorganization in which the direct or indirect beneficial ownership of a registered firm does not change.~~

11.10 Registered firm whose securities are acquired		[6.7 of Feb 2007]		~~[6.7 of Feb 2007] Acquisition of~~11.10 Registered firm whose securities ~~or assets of a registrant~~ are acquired

		Acquisition of securities or assets of a registrant

(1) A registered firm must give the regulator written notice in accordance with subsection (2) if it knows or has reason to believe that any person or company, alone or in combination with any other person or company, is about to acquire, or has acquired, beneficial ownership of, or direct or indirect control or direction over, 10% or more of any class or series of voting securities of any of the following:		6.7 (1) A person or company must give prior written notice to the regulator of the direct or indirect acquisition of		~~6.7 (1) A person or company must give prior written notice to the regulator of the direct or indirect acquisition of(a) beneficial ownership of, or~~(1) A registered firm must give the regulator written notice in accordance with subsection (2) if it knows or has reason to believe that any person or company, alone or in combination with any other person or company, is about to acquire, or has acquired, beneficial ownership of, or direct or indirect control or direction over, ~~(i) ten per cent~~ 10% or more of ~~the~~ any class or series of voting securities of ~~a registrant; and~~ any of the following:

		(a) beneficial ownership of, or control or direction over,

		(i) ten per cent or more of the securities of a registrant; and

(a) the registered firm;		Proposed NI 31-103 Registration Requirements Supplement to the OSC Bulletin

(b) a person or company of which the registered firm is a subsidiary.		February 23, 2007 51 (2007) 30 OSCB (Supp-2)		~~Proposed NI 31-103 Registration Requirements Supplement to the OSC Bulletin~~

		(ii) any increase thereafter of more than 5 per cent of the outstanding securities of the registrant; and

(2) The notice required under subsection (1) must,				~~February 23, 2007 51 (2007) 30 OSCB (Supp-2)~~

		(b) a substantial part of the assets of a registrant.		~~(ii) any increase thereafter of more than 5 per cent of the outstanding securities of the registrant; and~~

(a) be delivered to the regulator as soon as possible,

		(2) The notice in subsection (1) must

(b) include the name of each person or company involved in the acquisition, and		(a) be filed with the regulator at least 30 days before the acquisition; and		(a) the registered firm;

				~~(b) a substantial part of the assets of a registrant.~~

(c) after the registered firm has applied reasonable efforts to gather all relevant facts, include facts regarding the acquisition sufficient to enable the regulator to determine if the acquisition is		(b) include all relevant facts to permit the regulator to determine if the acquisition		(b) a person or company of which the registered firm is a subsidiary.

		(i) is likely to give rise to conflicts of interest;		(2) The notice in required under subsection (1) must,

(i) likely to give rise to a conflict of interest,		(ii) is likely to hinder the registrant in complying with the conditions of registration applicable to it;		(a) be ~~filed with~~ delivered to the regulator ~~at least 30 days before~~ as soon as possible,

(ii) likely to hinder the registered firm in complying with securities legislation,

(iii) inconsistent with an adequate level of investor protection, or		(iii) is inconsistent with an adequate level of investor protection; or		(b) include the name of each person or company involved in the acquisition;, and

		(iv) is otherwise prejudicial to the public interest.		~~(b) include~~ (c) after the registered firm has applied reasonable efforts to gather all relevant facts ~~to permit~~, include facts regarding the acquisition sufficient to enable the regulator to determine if the acquisition~~(i)~~ is

(iv) otherwise prejudicial to the public interest.

(3) This section does not apply to an amalgamation, merger, arrangement, reorganization or treasury issue in which the beneficial ownership of a registered firm does not change.		(3) If the regulator gives written notice of objection to the acquisition within 30 days of the regulator's receipt of a notice under subsection (1), the acquisition shall not occur until the regulator approves it.		(i) likely to give rise to ~~conflicts~~a conflict of interest;,

(4) This section does not apply if notice of the transaction was provided under section 11.9 [registrant acquiring a registered firm's securities or assets].		(4) Following receipt of a notice of objection under subsection (3), the person or company who submitted the notice to the regulator may request the regulator to hold a hearing on the matter.		(ii) is likely to hinder the ~~registrant~~ registered firm in complying with ~~the conditions of registration applicable to~~ securities legislation, ~~it;~~

(5) Except in British Columbia and Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.		(5) Subsection (1) does not apply to an acquisition by a registrant in the ordinary course of its business of dealing in securities.		(iii) is inconsistent with an adequate level of investor protection;, or

				(iv) is otherwise prejudicial to the public interest.

(6) In Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1)(a), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.				(3) If the regulator gives written notice of objection to the acquisition within 30 days of the regulator's receipt of a notice under subsection (1), the acquisition shall not occur until the regulator approves it.

(7) Following receipt of a notice of objection under subsection (5) or (6), the person or company proposing to make the acquisition may request an opportunity to be heard on the matter.				(3) This section does not apply to an amalgamation, merger, arrangement, reorganization or treasury issue in which the beneficial ownership of a registered firm does not change.

				(4) This section does not apply if notice of the transaction was provided under section 11.9 [registrant acquiring a registered firm's securities or assets].

				(5) Except in British Columbia and Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.

				(6) In Ontario, if, within 30 days of the regulator's receipt of a notice under subsection (1)(a), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it.

				(7) Following receipt of a notice of objection under subsection (35) or (6), the person or company ~~who submitted the notice~~ proposing to make the ~~regulator~~ acquisition may request ~~the regulator to hold a hearing~~ an opportunity to be heard on the matter.

				~~(5) Subsection (1) does not apply to an acquisition by a registrant in the ordinary course of its business of dealing in securities.~~

Part 12 Financial condition

Division 1 Working capital

12.1 Capital requirements		Capital requirement		12.1 Capital ~~requirement~~ requirements

(1) If, at any time, the excess working capital of a registered firm, as calculated using Form 31-103F1 Calculation of Excess Working Capital, is less than zero, the registered firm must notify the regulator as soon as possible.		4.18 (1) A registered firm must ensure that its excess working capital, as calculated using Form 31-103F1 Calculation of excess working capital, is not less than zero.		(1) If, at any time, the excess working capital of a registered firm, as calculated using Form 31-103F1 Calculation of Excess Working Capital, is less than zero, the registered firm must notify the regulator as soon as possible.

(2) A registered firm must ensure that its excess working capital, as calculated using Form 31-103F1 Calculation of Excess Working Capital, is not less than zero for 2 consecutive days.		(2) For the purpose of completing Form 31-103F1 Calculation of excess working capital, the minimum capital is		~~4.18~~ (12) A registered firm must ensure that its excess working capital, as calculated using Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, is not less than zero . for 2 consecutive days.

		(a) $25,000, for an adviser,

(3) For the purpose of completing Form 31-103F1 Calculation of Excess Working Capital, the minimum capital is		(b) $50,000, for a dealer, and		(23) For the purpose of completing Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, the minimum capital is

		(c) $100,000, for an investment fund manager.

(a) $25,000, for a registered adviser that is not also a registered dealer or a registered investment fund manager,		(3) A registered firm must calculate its excess working capital as at the end of each month by completing Form 31-103F1 Calculation of excess working capital no later than the 20th business day after the end of the month.		(a) $25,000, for ~~an adviser,~~ a registered adviser that is not also a registered dealer or a registered investment fund manager,

(b) $50,000, for a registered dealer that is not also a registered investment fund manager, and

(c) $100,000, for a registered investment fund manager.		Report capital deficiency		(b) $50,000, for a ~~dealer~~ registered dealer that is not also a registered investment fund manager, and

(4) Paragraph (3)(c) does not apply to a registered investment fund manager that is exempt from the dealer registration requirement under section 8.6 [adviser - non-prospectus qualified investment fund] in respect of all investment funds for which it acts as adviser.		4.19 If, at any time, the excess working capital of a registered firm, as calculated using Form 31-103F1 Calculation of excess working capital, is less than zero, the registered firm must notify the regulator as soon as practicable.		(c) $100,000, for an a registered investment fund manager.

				(3) A registered firm must calculate its excess working capital as at the end of each month by completing Form 31-103F1 Calculation of excess working capital no later than the 20th business day after the end of the month.

				~~Report capital deficiency~~

				(4) Paragraph (3)(c) does not apply to a registered investment fund manager that is exempt from the dealer registration requirement under section 8.6 [adviser - non-prospectus qualified investment fund] in respect of all investment funds for which it acts as adviser.

				4.19 If, at any time, the excess working capital of a registered firm, as calculated using Form 31-103F1 Calculation of excess working capital, is less than zero, the registered firm must notify the regulator as soon as practicable.

12.2 Notifying the regulator of a subordination agreement		Subordination agreement - notice requirement		~~Subordination~~ 12.2 Notifying the regulator of a subordination agreement ~~- notice requirement~~

If a registered firm has executed a subordination agreement, the effect of which is to exclude an amount from its long-term related party debt as calculated on Form 31-103F1 Calculation of Excess Working Capital, the firm must notify the regulator 5 days before it		4.20 If a registered firm has executed a subordination agreement for the purpose of reducing its long-term related party debt on Form 31-103F1 Calculation of excess working capital, the firm must notify the regulator 5 days before it		~~4.20~~ If a registered firm has executed a subordination agreement ~~for the purpose of reducing~~, the effect of which is to exclude an amount from its long-term related party debt as calculated on Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, the firm must notify the regulator 5 days before it

		(a) repays the loan or any part of the loan, or

(a) repays the loan or any part of the loan, or		(b) terminates the agreement.		(a) repays the loan or any part of the loan, or

(b) terminates the agreement.				(b) terminates the agreement.

Division 2	Insurance

12.3 Insurance -- dealer		Insurance -- dealer		12.3 Insurance -- dealer

(1) A registered dealer must maintain bonding or insurance		4.21 (1) A registered dealer must maintain bonding or insurance with a single loss limit in the highest of the following amounts:		~~4.21~~ (1) A registered dealer must maintain bonding or insurance ~~with a single loss limit~~

(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and		(a) $50,000 per employee, agent and dealing representative or $200,000, whichever is less;		(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and

(b) that provides for a double aggregate limit or a full reinstatement of coverage.		(b) one per cent of the total client assets that the dealer handles, holds or has access to, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;		(b) that provides for a double aggregate limit or a full reinstatement of coverage.

(2) A registered dealer must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:		(c) one per cent of the dealer's total assets, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;		(2) A registered dealer must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:

(a) $50,000 per employee, agent and dealing representative or $200,000, whichever is less;				(a) $50,000 per employee, agent and dealing representative or $200,000, whichever is less;

(b) one per cent of the total client assets that the dealer holds or has access to, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;		(d) the amount determined to be appropriate by a resolution of the board of directors of the dealer.		(b) one per cent of the total client assets that the dealer ~~handles,~~ holds or has access to, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;

		(2) A registered dealer must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,

(c) one per cent of the dealer's total assets, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;		(a) that contains the clauses set out in Appendix A,		(c) one per cent of the dealer's total assets, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;

(d) the amount determined to be appropriate by a resolution of the dealer's board of directors, or individuals acting in a similar capacity for the firm.		(b) that provides for a double aggregate limit or a full reinstatement of coverage, and		(d) the amount determined to be appropriate by a resolution of the dealer's board of directors ~~of the dealer~~, or individuals acting in a similar capacity for the firm.

(3) In Québec, this section does not apply to a scholarship plan dealer or a mutual fund dealer registered only in Québec.		(c) whose terms are otherwise acceptable to the regulator.		~~(2) A registered dealer must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,~~

		(3) In Québec, this section does not apply to a scholarship plan dealer.

				~~(a) that contains the clauses set out in Appendix A,~~

				~~(b) that provides for a double aggregate limit or a full reinstatement of coverage, and~~

				~~(c) whose terms are otherwise acceptable to the regulator.~~

				(3) In Québec, this section does not apply to a scholarship plan dealer or a mutual fund dealer registered only in Québec.

12.4 Insurance -- adviser		Insurance -- adviser		12.4 Insurance -- adviser

(1) A registered adviser must maintain bonding or insurance		4.22 (1) A registered adviser that does not handle, hold, or have access to client assets, including cheques and other similar instruments, must maintain bonding or insurance with a single loss limit of $50,000.		~~4.22~~ (1) A registered adviser must maintain bonding or insurance

(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and				(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and

(b) that provides for a double aggregate limit or a full reinstatement of coverage.		(2) A registered adviser that handles, holds, or has access to client assets, including cheques and other similar instruments, must maintain bonding or insurance with a single loss limit in the highest of the following amounts:		(b) that provides for a double aggregate limit or a full reinstatement of coverage.

(2) A registered adviser that does not hold or have access to client assets must maintain bonding or insurance in respect of each clause set out in Appendix A and in the amount of $50,000 for each clause.		(a) one per cent of assets under management that the adviser handles, holds, or has access to, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;		(2) A registered adviser that does not ~~handle,~~ hold, or have access to client assets~~, including cheques and other similar instruments,~~ must maintain bonding or insurance ~~with a single loss limit of $50,000.~~in respect of each clause set out in Appendix A and in the amount of $50,000 for each clause.

(3) A registered adviser that holds or has access to client assets must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:		(b) one per cent of the adviser's total assets, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;		(23) A registered adviser that ~~handles,~~ holds, or has access to client assets~~, including cheques and other similar instruments,~~ must maintain bonding or insurance ~~with a single loss limit~~ in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:

		(c) $200,000;

(a) one per cent of assets under management that the adviser holds or has access to, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;		(d) the amount determined to be appropriate by a resolution of the board of directors of the adviser.

(b) one per cent of the adviser's total assets, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;		(3) A registered adviser must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,		(a) one per cent of assets under management that the adviser ~~handles,~~ holds, or has access to, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;

(c) $200,000;				(b) one per cent of the adviser's total assets, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;

(d) the amount determined to be appropriate by a resolution of the adviser's board of directors or individuals acting in a similar capacity for the firm.		(a) that contains the clauses set out in Appendix A,

					(c) $200,000;

		(b) that provides for a double aggregate limit or a full reinstatement of coverage, and

		(c) whose terms are otherwise acceptable to the regulator.		(d) the amount determined to be appropriate by a resolution of the adviser's board of directors ~~of the adviser.~~ or individuals acting in a similar capacity for the firm.

				~~(3) A registered adviser must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,~~

				~~(a) that contains the clauses set out in Appendix A,~~

				~~(b) that provides for a double aggregate limit or a full reinstatement of coverage, and~~

				~~(c) whose terms are otherwise acceptable to the regulator.~~

12.5 Insurance - investment fund manager		Insurance - investment fund manager		12.5 Insurance - investment fund manager

(1) A registered investment fund manager must maintain bonding or insurance		4.23 (1) A registered investment fund manager must maintain bonding or insurance with a single loss limit in the highest of the following amounts:		~~4.23~~ (1) A registered investment fund manager must maintain bonding or insurance ~~with a single loss limit~~

(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and

(b) that provides for a double aggregate limit or a full reinstatement of coverage.		(a) one per cent of assets under management, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;		(a) that contains the clauses set out in Appendix A [bonding and insurance clauses], and

				(b) that provides for a double aggregate limit or a full reinstatement of coverage.

(2) A registered investment fund manager must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:		(b) one per cent of the investment fund manager's total assets, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;		(2) A registered investment fund manager must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts: for each clause:

(a) one per cent of assets under management, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;		(c) $200,000;		(a) one per cent of assets under management, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;

(b) one per cent of the investment fund manager's total assets, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;		(d) the amount determined to be appropriate by a resolution of the directors of the investment fund manager.

(c) $200,000;		(2) A registered investment fund manager must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,		(b) one per cent of the investment fund manager's total assets, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;

				(c) $200,000;

(d) the amount determined to be appropriate by a resolution of the investment fund manager's board of directors or individuals acting in a similar capacity for the firm.		(a) that contains the clauses set out in Appendix A,

		(b) that provides for a double aggregate limit or a full reinstatement of coverage, and		(d) the amount determined to be appropriate by a resolution of the ~~directors of the~~ investment fund manager's board of directors or individuals acting in a similar capacity for the firm.

		(c) whose terms are otherwise acceptable to the regulator.		~~(2) A registered investment fund manager must maintain bonding or insurance, provided by an insurer lawfully carrying on business in the local jurisdiction,~~

				~~(a) that contains the clauses set out in Appendix A,~~

				~~(b) that provides for a double aggregate limit or a full reinstatement of coverage, and~~

				~~(c) whose terms are otherwise acceptable to the regulator.~~

12.6 Global bonding or insurance		Global financial institution bonds		12.6 Global ~~financial institution bonds~~ bonding or insurance

A registered firm may not maintain bonding or insurance under this Division that benefits, or names as an insured, another person or company unless the bond provides, without regard to the claims, experience or any other factor referable to that other person or company, the following:		4.24 For the purposes of this Division, a registered firm may maintain bonding or insurance that benefits, or names as an insured, another person or company only if the bond provides that, without regard to the claims, experience or any other factor referable to that other person or company,		~~4.24 For the purposes of this Division, a~~A registered firm may not maintain bonding or insurance under this Division that benefits, or names as an insured, another person or company ~~only if~~ unless the bond provides ~~that~~, without regard to the claims, experience or any other factor referable to that other person or company, the following:

(a) the registered firm has the right to claim directly against the insurer in respect of losses, and any payment or satisfaction of those losses must be made directly to the registered firm;		(a) the registered firm has the right to claim directly against the insurer in respect of losses, and any payment or satisfaction of such losses must be made directly to the registered firm, and		(a) the registered firm has the right to claim directly against the insurer in respect of losses, and any payment or satisfaction of ~~such~~ those losses must be made directly to the registered firm~~, and~~;

(b) the individual or aggregate limits under the policy may only be affected by claims made by or on behalf of		(b) the individual or aggregate limits under the policy may only be affected by claims made by or on behalf of		(b) the individual or aggregate limits under the policy may only be affected by claims made by or on behalf of

(i) the registered firm, or		(i) the registered firm, or		(i) the registered firm, or

(ii) a subsidiary of the registered firm whose financial results are consolidated with those of the registered firm.		(ii) a subsidiary of the registered firm whose financial results are consolidated with those of the registered firm.		(ii) a subsidiary of the registered firm whose financial results are consolidated with those of the registered firm.

12.7 Notifying the regulator of a change, claim or cancellation		Notice of change, claim or cancellation		~~Notice~~12.7 Notifying the regulator of a change, claim or cancellation

A registered firm must, as soon as possible, notify the regulator in writing of any change in, claim made under, or cancellation of any insurance policy required under this Division.		4.25 A registered firm must, as soon as practicable, notify the regulator in writing of any change in, claim made under, or cancellation of any insurance policy required under this Division.		~~4.25~~ A registered firm must, as soon as ~~practicable~~ possible, notify the regulator in writing of any change in, claim made under, or cancellation of any insurance policy required under this Division.

Division 3 Audits

12.8 Direction by a regulator to conduct an audit or review		Direction to auditor		12.8 Direction ~~to auditor~~ by a regulator to conduct an audit or review

A registered firm must direct its auditor in writing to conduct any audit or review required by the regulator during its registration and must submit a copy of the direction to the regulator		4.27 (1) A registered firm must direct its auditor in writing to conduct any audit or review required by the regulator during its registration and must deliver a copy of the direction to the regulator		~~4.27 (1)~~A registered firm must direct its auditor in writing to conduct any audit or review required by the regulator during its registration and must ~~deliver~~submit a copy of the direction to the regulator

(a) with its application for registration, and		(a) with its application for registration, and

(b) no later than the 7th day after the registered firm changes its auditor.		(b) no later than the 5th business day after the registered firm changes its auditor.		(a) with its application for registration, and

		(2) The regulator may order a registered firm to direct its auditor, at the registered firm's expense, to conduct any audit or review required by the regulator and deliver the audit or review to the regulator as soon as practicable.		(b) no later than the 57th ~~business~~ day after the registered firm changes its auditor.

				(2) The regulator may order a registered firm to direct its auditor, at the registered firm's expense, to conduct any audit or review required by the regulator and deliver the audit or review to the regulator as soon as practicable.

12.9 Co-operating with the auditor		Cooperation with auditor		~~Cooperation~~12.9 Co-operating with the auditor

A registrant must not withhold, destroy or conceal any information or documents or otherwise fail to cooperate with a reasonable request made by an auditor of the registered firm in the course of an audit.		4.33 A registrant must not withhold, destroy or conceal any information or documents or otherwise fail to cooperate with a reasonable request made by an auditor of the registered firm in the course of an audit.		~~4.33~~ A registrant must not withhold, destroy or conceal any information or documents or otherwise fail to cooperate with a reasonable request made by an auditor of the registered firm in the course of an audit.

Division	4 Financial reporting

12.10 Annual financial statements		Content of annual financial statements		~~Content of annual financial statements~~

				12.10 Annual financial statements

(1) The annual financial statements delivered to the regulator under this Division must include the following:		4.31 The annual financial statements delivered to the regulator under this Division must include		~~4.31~~ (1) The annual financial statements delivered to the regulator under this Division must include the following:

(a) an income statement, a statement of retained earnings and a cash flow statement, each prepared for the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;		(a) an income statement, a statement of retained earnings and a statement of cash flows, each for the fiscal year, and		(a) an income statement, a statement of retained earnings and a cash flow statement ~~of cash flows, each for the fiscal year, and~~, each prepared for the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;

		(b) a balance sheet as at the end of the fiscal year, signed by at least one director of the registered firm.

(b) a balance sheet, signed by at least one director of the registered firm, as at the end of the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;				(b) a balance sheet ~~as at the end of the fiscal year~~, signed by at least one director of the registered firm. , as at the end of the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;

		Preparation of financial statements

(c) notes to the financial statements.		4.32 (1) The annual and quarterly financial statements delivered to the regulator under this Division must be prepared in accordance with generally accepted accounting principles, except that the statements are to be prepared on an unconsolidated basis.

(2) The annual financial statements delivered to the regulator under this Division must be audited.				(c) notes to the financial statements.

(3) The annual financial statements delivered to the regulator under this Division must be prepared in accordance with National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, except that the statements must be prepared on a non-consolidated basis.		(2) The annual financial statements delivered to the regulator under this Division must be accompanied by an auditor's report that is prepared in accordance with generally accepted auditing standards.		~~Preparation of financial statements~~

				(2) The annual financial statements delivered to the regulator under this Division must be audited.

				~~4.32~~ (13) The annual ~~and quarterly~~ financial statements delivered to the regulator under this Division must be prepared in accordance with ~~generally accepted accounting principles~~ National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, except that the statements ~~are to~~ must be prepared on ~~an unconsolidated~~ a non-consolidated basis.

				~~(2) The annual financial statements delivered to the regulator under this Division must be accompanied by an auditor's report that is prepared in accordance with generally accepted auditing standards.~~

12.11 Interim financial information		New Provision		12.11 Interim financial information

(1) The interim financial information delivered to the regulator under this Division may be limited to the following:				(1) The interim financial information delivered to the regulator under this Division may be limited to the following:

(a) an income statement for the interim period and for the same period of the immediately preceding financial year, if any;				(a) an income statement for the interim period and for the same period of the immediately preceding financial year, if any;

(b) a balance sheet, signed by at least one director of the registered firm, as at the end of the interim period and for the same period of the immediately preceding financial year, if any.				(b) a balance sheet, signed by at least one director of the registered firm, as at the end of the interim period and for the same period of the immediately preceding financial year, if any.

(2) The interim financial information delivered to the regulator under this Division must be prepared using the same accounting principles that the registered firm uses to prepare its annual financial statements.				(2) The interim financial information delivered to the regulator under this Division must be prepared using the same accounting principles that the registered firm uses to prepare its annual financial statements.

12.12 Delivering financial information -- dealer		Delivering financial information -- dealer		12.12 Delivering financial information -- dealer

(1) A registered dealer must deliver the following to the regulator no later than the 90th day after the end of its financial year:		4.28 (1) A registered dealer must deliver to the regulator no later than the 90th day after the end of its fiscal year		~~4.28~~ (1) A registered dealer must deliver the following to the regulator no later than the 90th day after the end of its ~~fiscal~~ financial year:

(a) its annual financial statements for the financial year;		(a) its annual financial statements for the fiscal year, and		(a) its annual financial statements for the ~~fiscal~~ financial year~~, and~~;

(b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the dealer's excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any.		(b) a completed Form 31-103F1 Calculation of excess working capital, showing the calculation of the dealer's excess working capital as at the end of the fiscal year and as at the end of the immediately preceding fiscal year.		(b) a completed Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, showing the calculation of the dealer's excess working capital as at the end of the ~~fiscal~~ financial year and as at the end of the immediately preceding ~~fiscal~~ financial year, if any.

(2) A registered dealer must deliver the following to the regulator no later than the 30th day after the end of the first, second and third quarter of its financial year:		(2) A registered dealer must deliver to the regulator no later than the 30th day after the end of the first, second and third quarter of its fiscal year		(2) A registered dealer must deliver the following to the regulator no later than the 30th day after the end of the first, second and third quarter of its ~~fiscal~~ financial year:

(a) its interim financial information for the quarter;		(a) its financial statements for the quarter, and		(a) its interim financial ~~statements~~ information for the quarter~~, and~~;

(b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the dealer's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter, if any.		(b) a completed Form 31-103F1 Calculation of excess working capital, showing the calculation of the dealer's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter.		(b) a completed Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, showing the calculation of the dealer's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter, if any.

(3) Subsection (2) does not apply to an exempt market dealer.				(3) Subsection (2) does not apply to an exempt market dealer.

12.13 Delivering financial information -- adviser		Delivering financial information -- adviser		12.13 Delivering financial information -- adviser

A registered adviser must deliver the following to the regulator no later than the 90th day after the end of its financial year:		4.29 A registered adviser must deliver to the regulator no later than the 90th day after the end of its fiscal year		~~4.29~~ A registered adviser must deliver the following to the regulator no later than the 90th day after the end of its ~~fiscal~~ financial year:

(a) its annual financial statements for the financial year;		(a) its annual financial statements for the fiscal year, and		(a) its annual financial statements for the ~~fiscal~~ financial year ~~, and~~;

(b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the adviser's excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any.		(b) a completed Form 31-103F1 Calculation of excess working capital, showing the calculation of the adviser's excess working capital as at the end of the fiscal year and as at the end of the immediately preceding fiscal year.		(b) a completed Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, showing the calculation of the adviser's excess working capital as at the end of the ~~fiscal~~ financial year and as at the end of the immediately preceding ~~fiscal~~ financial year, if any.

12.14 Delivering financial information -- investment fund manager		Delivering financial information -- investment fund manager		12.14 Delivering financial information -- investment fund manager

				~~4.30~~

(1) A registered investment fund manager must deliver the following to the regulator no later than the 90th day after the end of its financial year:		4.30 (1) A registered investment fund manager must deliver to the regulator no later than the 90th day after the end of its fiscal year		(1) A registered investment fund manager must deliverthe following to the regulator no later than the 90th day after the end of its ~~fiscal~~ financial year:

(a) its annual financial statements for the financial year;		(a) its annual financial statements for the fiscal year,		(a) its annual financial statements for the ~~fiscal~~ financial year ,;

(b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the investment fund manager's excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any;		(b) a completed Form 31-103F1 Calculation of excess working capital, showing the calculation of the investment fund manager's excess working capital as at the end of the fiscal year and as at the end of the immediately preceding fiscal year, and		(b) a completed Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, showing the calculation of the investment fund manager's excess working capital as at the end of the ~~fiscal~~ financial year and as at the end of the immediately preceding ~~fiscal~~ financial year, ~~and~~ if any;

(c) a description of any net asset value adjustment made in respect of an investment fund managed by the investment fund manager during the financial year.		(c) a description of any net asset value adjustment made during the fiscal year.		(c) a description of any net asset value adjustment made in respect of an investment fund managed by the investment fund manager during the ~~fiscal~~ financial year.

		(2) A registered investment fund manager must deliver to the regulator no later than the 30th day after the end of the first, second and third quarter of its fiscal year

(2) A registered investment fund manager must deliver the following to the regulator no later than the 30th day after the end of the first, second and third quarter of its financial year:		(a) its financial statements for the quarter,		(2) A registered investment fund manager must deliverthe following to the regulator no later than the 30th day after the end of the first, second and third quarter of its ~~fiscal~~ financial year:

(a) its interim financial information for the quarter;		(b) a completed Form 31-103F1 Calculation of excess working capital, showing the calculation of the investment fund manager's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter, and		(a) its interim financial ~~statements~~ information for the quarter ,;

(b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the investment fund manager's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter, if any;		(c) a description of any net asset value adjustment made during the quarter.		(b) a completed Form 31-103F1 Calculation of ~~excess working capital~~ Excess Working Capital, showing the calculation of the investment fund manager's excess working capital as at the end of the quarter and as at the end of the immediately preceding quarter, ~~and~~ if any;

(c) a description of any net asset value adjustment made in respect of an investment fund managed by the investment fund manager during the quarter.		(3) A description of a net asset value adjustment referred to in this section must include

		(a) the cause of the adjustment,		(c) a description of any net asset value adjustment made in respect of an investment fund managed by the investment fund manager during the quarter.

(3) A description of a net asset value adjustment referred to in this section must include the following:		(b) the dollar amount of the adjustment, and


(a) the name of the fund;		(c) the effect of the adjustment on net asset value per unit or share and any corrections made to purchase and sale transactions affecting either the investment fund or security holders of the investment fund.		(3) A description of a net asset value adjustment referred to in this section must includethe following:

(b) assets under administration of the fund;				(a) the name of the fund;

(c) the cause of the adjustment;				(b) assets under administration of the fund;

(d) the dollar amount of the adjustment;				(c) the cause of the adjustment ,;

(e) the effect of the adjustment on net asset value per unit or share and any corrections made to purchase and sale transactions affecting either the investment fund or security holders of the investment fund.				( bd) the dollar amount of the adjustment ~~, and~~;

				( ce) the effect of the adjustment on net asset value per unit or share and any corrections made to purchase and sale transactions affecting either the investment fund or security holders of the investment fund.

Part 13 Dealing with clients -- individuals and firms

Division 1 Know your client and suitability

13.1 Investment fund managers exempt from this Division		Exemption for investment fund managers		~~Exemption for investment~~ 13.1 Investment fund managersexempt from this Division

This Division does not apply to an investment fund manager.		5.1 This Division does not apply to an investment fund manager.		~~5.1~~ This Division does not apply to an investment fund manager.

13.2 Know your client		Know-your-client		13.2 Know - your - client

(1) For the purpose of paragraph 2(b) in Ontario, Nova Scotia and New Brunswick, "insider" has the meaning ascribed to that term in the Securities Act except that "reporting issuer", as it appears in the definition of "insider", is to be read as "reporting issuer or any other issuer whose securities are publicly traded".		5.3 (1) A registrant must take reasonable steps to		~~5.3~~ (1) For the purpose of paragraph 2(b) in Ontario, Nova Scotia and New Brunswick, "insider" has the meaning ascribed to that term in the Securities Act except that "reporting issuer", as it appears in the definition of "insider", is to be read as "reporting issuer or any other issuer whose securities are publicly traded".

		(a) establish the identity of a client and, where there may be cause for concern, the reputation of the client,

(2) A registrant must take reasonable steps to		(b) ascertain whether a client is an insider of an issuer,		(2) A registrant must take reasonable steps to

(a) establish the identity of a client and, if the registrant has cause for concern, make reasonable inquiries as to the reputation of the client,		(c) ensure that it has sufficient information about a client to enable it to meet its regulatory obligations when it		(a) establish the identity of a client and, ~~where there may be~~ if the registrant has cause for concern, make reasonable inquiries as to the reputation of the client,

(b) establish whether the client is an insider of a reporting issuer or any other issuer whose securities are publicly traded,		(i) makes a recommendation to the client,		(b) ~~ascertain~~ establish whether a the client is an insider of ~~an issuer,~~ a reporting issuer or any other issuer whose securities are publicly traded,

		(ii) accepts an instruction to trade from the client, or

(c) ensure that it has sufficient information regarding all of the following to enable it to meet its obligations under section 13.3 or, if applicable, the suitability requirement imposed by an SRO:		(iii) makes a discretionary purchase or sale of a security on behalf of the client, and		(c) ensure that it has sufficient information ~~about a client~~ regarding all of the following to enable it to meet its ~~regulatory~~ obligations ~~when it~~ under section 13.3 or, if applicable, the suitability requirement imposed by an SRO:

(i) the client's investment needs and objectives;

(ii) the client's financial circumstances;		(d) establish the creditworthiness of a client, if the registered firm is financing the client's acquisition of a security.		(i) ~~makes a recommendation to~~ the client ,'s investment needs and objectives;

(iii) the client's risk tolerance, and		(2) For the purpose of establishing the identity of a client that is a corporation under paragraph (1)(a), the registrant must establish the nature of the client's business and the identity of any individual who is a beneficial owner, directly or indirectly, of more that ten per cent of the client.		(ii) ~~accepts an instruction to trade from~~ the client ~~, or~~'s financial circumstances;

(d) establish the creditworthiness of the client if the registered firm is financing the client's acquisition of a security.

(3) For the purpose of establishing the identity of a client that is a corporation, partnership or trust under paragraph (2)(a), the registrant must establish the following:		(3) In paragraph (1)(b), "insider" has the meaning ascribed to that term in the Act except that "reporting issuer", as it appears in the definition of "insider", is to be read as "issuer".		(iii) ~~makes a discretionary purchase or sale of a security on behalf of~~ the client's risk tolerance, and

(a) the nature of the client's business;		(4) A registrant must make reasonable efforts to keep the information required under this section current.		(d) establish the creditworthiness of a the client , if the registered firm is financing the client's acquisition of a security.

(b) the identity of any individual who,

(i) in the case of a corporation, is a beneficial owner of, or exercises direct or indirect control or direction over, more than 10% of the voting rights attached to the outstanding voting securities of the corporation, or		(5) Paragraph (1)(c) does not apply if		( 23) For the purpose of establishing the identity of a client that is a corporation, partnership or trust under paragraph ( 12)(a), the registrant must establish the following:

		(a) the client is a permitted client that has waived, in writing, the requirements under subsections 5.5(1) and (2) [suitability], or		(a) the nature of the client's business ~~and~~;

(ii) in the case of a partnership or trust, exercises control over the affairs of the partnership or trust.		(b) the client is a permitted client and the registrant is an exempt market dealer.		(b) the identity of any individual who,

(4) A registrant must take reasonable steps to keep the information required under this section current.		(6) Paragraph (1)(d) does not apply if the client is a permitted client and the registrant is an exempt market dealer.		(i) in the case of a corporation, is a beneficial owner ~~, directly or indirectly, of more that ten per cent of the client.~~of, or exercises direct or indirect control or direction over, more than 10% of the voting rights attached to the outstanding voting securities of the corporation, or

(5) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.		(7) Despite subsections (5) and (6), this section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.		~~(3) In paragraph (1)(b), "insider" has the meaning ascribed to that term in the Act except that "reporting issuer", as it appears in the definition of "insider", is to be read as "issuer".~~

(6) Paragraph (2)(c) does not apply to a registrant in respect of a permitted client if				(ii) in the case of a partnership or trust, exercises control over the affairs of the partnership or trust.

(a) the permitted client has waived, in writing, the requirements under subsections 13.3(1) and (2), and				(4) A registrant must ~~make~~ take reasonable ~~efforts~~ steps to keep the information required under this section current.

(b) the registrant does not act as an adviser in respect of a managed account of the permitted client.				~~(5) Paragraph (1)(c) does not apply if~~

				~~(a) the client is a permitted client that has waived, in writing, the requirements under subsections 5.5(1) and (2) [suitability], or~~

				~~(b) the client is a permitted client and the registrant is an exempt market dealer.~~

				~~(6) Paragraph (1)(d) does not apply if the client is a permitted client and the registrant is an exempt market dealer.~~

				~~(7) Despite subsections (5) and (6), this~~ (5) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.

				(6) Paragraph (2)(c) does not apply to a registrant in respect of a permitted client if

				(a) the permitted client has waived, in writing, the requirements under subsections 13.3(1) and (2), and

				(b) the registrant does not act as an adviser in respect of a managed account of the permitted client.

13.3 Suitability		Suitability		13.3 Suitability

(1) A registrant must take reasonable steps to ensure that, before it makes a recommendation to or accepts an instruction from a client to buy or sell a security, or makes a purchase or sale of a security for a client's managed account, the purchase or sale is suitable for the client.		5.5 (1) A registrant must take reasonable steps to ensure that before it makes a recommendation to, or accepts instructions from, a client or makes a discretionary purchase or sale of a security on behalf of a client, the proposed purchase or sale is suitable for the client with reference to the client's		~~5.5~~ (1) A registrant must take reasonable steps to ensure that, before it makes a recommendation to , or accepts ~~instructions~~ an instruction from , a client to buy or sell a security, or makes a ~~discretionary~~ purchase or sale of a security ~~on behalf of~~ for a client's managed account, the ~~proposed~~ purchase or sale is suitable for the client ~~with reference to the client's~~

(2) If a client instructs a registrant to buy, sell or hold a security and in the registrant's reasonable opinion following the instruction would not be suitable for the client, the registrant must inform the client of the registrant's opinion and must not buy or sell the security unless the client instructs the registrant to proceed nonetheless.		(a) financial circumstances,		~~(a) financial circumstances,~~

		(b) risk tolerance,		~~(b) risk tolerance,~~

		(c) investment knowledge, and		~~(c) investment knowledge, and~~

(3) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.		(d) investment needs and objectives.		~~(d) investment needs and objectives~~.

(4) This section does not apply to a registrant in respect of a permitted client if		(2) If a client instructs a registrant to buy, sell or hold a security and in the registrant's opinion, acting reasonably, following the instruction would not be suitable for the client, the registrant must inform the client of the registrant's opinion and must not buy or sell the security unless the client instructs the registrant to proceed nonetheless.		(2) If a client instructs a registrant to buy, sell or hold a security and in the registrant's reasonable opinion ~~, acting reasonably,~~ following the instruction would not be suitable for the client, the registrant must inform the client of the registrant's opinion and must not buy or sell the security unless the client instructs the registrant to proceed nonetheless.

(a) the permitted client has waived, in writing, the requirements under this section, and

(b) the registrant does not act as an adviser in respect of a managed account of the permitted client.		(3) This section does not apply in respect of a permitted client if		(3) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.

		(a) the permitted client has waived, in writing, the requirements under subsections (1) and (2), or

		(b) the registrant is an exempt market dealer.		( 34) This section does not applyto a registrant in respect of a permitted client if

		(4) Despite subsection (3), this section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.		(a) the permitted client has waived, in writing, the requirements under ~~subsections (1) and (2), or~~

				this section, and

				(b) the registrant ~~is an exempt market dealer. (4) Despite subsection (3), this section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank~~ does not act as an adviser in respect of a managed account of the permitted client.

Division 2 Conflicts of interest

13.4 Identifying and responding to conflicts of interest		Identifying and responding to conflicts of interest		13.4 Identifying and responding to conflicts of interest

(1) A registered firm must take reasonable steps to identify existing material conflicts of interest, and material conflicts of interest that the registered firm in its reasonable opinion would expect to arise, between the firm, including each individual acting on the firm's behalf, and a client.		6.1 (1) A registered firm must make reasonable efforts to identify existing conflicts of interest and conflicts the registered firm, acting reasonably, would expect to arise between the firm, including each individual acting on the firm's behalf, and its clients.		~~6.1~~ (1) A registered firm must ~~make~~take reasonable ~~efforts~~ steps to identify existing material conflicts of interest, and material conflictsof interest that the registered firm ~~, acting reasonably,~~in its reasonable opinion would expect to arise, between the firm, including each individual acting on the firm's behalf, and ~~its clients~~ a client.

(2) A registered firm must respond to an existing or potential conflict of interest identified under subsection (1).		(2) A registered firm must respond to a conflict of interest identified under subsection (1).		(2) A registered firm must respond to a an existing or potential conflict of interest identified under subsection (1).

(3) If a reasonable investor would expect to be informed of a conflict of interest identified under subsection (1), the registered firm must disclose, in a timely manner, the nature and extent of the conflict of interest to the client whose interest conflicts with the interest identified.		(3) If a client, acting reasonably, would expect to be informed of a conflict of interest identified under subsection (1), the registered firm must disclose the nature and extent of the conflict of interest to the client.		(3) If a ~~client, acting reasonably,~~ reasonable investor would expect to be informed of a conflict of interest identified under subsection (1), the registered firm must disclose, in a timely manner, the nature and extent of the conflict of interest to the clientwhose interest conflicts with the interest identified.

(4) This section does not apply to an investment fund manager in respect of an investment fund that is subject to National Instrument 81-107 Independent Review Committee for Investment Funds.		(4) This section does not apply to an investment fund manager in respect of an investment fund that is subject to National Instrument 81-107 Independent Review Committee for Investment Funds.		(4) This section does not apply to an investment fund manager in respect of an investment fund that is subject to National Instrument 81-107 Independent Review Committee for Investment Funds.

13.5 Restrictions on certain managed account transactions		Prohibition on certain managed account transactions		13.4 ~~Prohibition~~Restrictions on certain managed account transactions

(1) In this section, "responsible person" means, for a registered adviser,		6.1 (1) In this section, "responsible person" means, for a registered adviser,		~~6.2~~ (1) In this section, "responsible person" means, for a registered adviser,

(a) the adviser,		(a) the adviser, and		(a) the adviser,

(b) a partner, director or officer of the adviser, and		(b) each of the following who has access to, or participates in formulating, an investment decision to be made on behalf of a client of the adviser or advice to be given to a client of the adviser:		(b) a partner, director or officer of the adviser, and

(c) each of the following who has access to, or participates in formulating, an investment decision made on behalf of a client of the adviser or advice to be given to a client of the adviser:		(i) a partner, director, officer, employee or agent of the adviser,		( bc) each of the following who has access to, or participates in formulating, an investment decision ~~to be~~ made on behalf of a client of the adviser or advice to be given to a client of the adviser:

(i) an employee or agent of the adviser;		(ii) an affiliate of the adviser,		(i) an employee or agent of the adviser;

(ii) an affiliate of the adviser;		(iii) a partner, director, officer, employee or agent of an affiliate of the adviser,		(ii) an affiliate of the adviser;

(iii) a partner, director, officer, employee or agent of an affiliate of the adviser.		(iv) an associate of a person or company listed in subparagraph (i), (ii) or (iii).		(iii) a partner, director, officer, employee or agent of an affiliate of the adviser ,

(2) A registered adviser must not knowingly cause an investment portfolio managed by it, including an investment fund for which it acts as an adviser, to do any of the following:		(2) A registered adviser must not cause an investment portfolio managed by it to		~~(iv) an associate of a person or company listed in subparagraph (i), (ii) or (iii)~~.

(a) purchase a security of an issuer in which a responsible person or an associate of a responsible person is a partner, officer or director unless		(a) purchase or sell a security of an issuer in which a responsible person is a partner, officer, director, or employee, or for which a responsible person is an agent, unless this fact is disclosed to the client and the written consent of the client to the purchase is obtained before the purchase,		(2) A registered adviser must not knowingly cause an investment portfolio managed by it to, including an investment fund for which it acts as an adviser, to do any of the following:

(i) this fact is disclosed to the client, and				(a) purchase ~~or sell~~ a security of an issuer in which a responsible person or an associate of a responsible person is a partner, officer ,or director ~~, or employee, or for which a responsible person is an agent,~~ unless

(ii) the written consent of the client to the purchase is obtained before the purchase;		(b) purchase or sell a security in which a responsible person has direct or indirect beneficial ownership, or over which a responsible person exercises control or direction, unless this fact is disclosed to the client and the client consents to the purchase in writing before the purchase,		(i) this fact is disclosed to the client, and

(b) purchase or sell a security from or to the investment portfolio of any of the following:				(ii) the written consent of the client to the purchase is obtained before the purchase ,;

(i) a responsible person;		(c) purchase or sell a security from or to another investment portfolio managed by the adviser or a responsible person including an investment fund for which the adviser or responsible person acts as adviser, or		(b ) purchase or sell a security in which a responsible person has direct or indirect beneficial ownership, or over which a responsible person exercises control or direction, unless this fact is disclosed to the client and the client consents to the purchase in writing before the purchase, (c) purchase or sell a security from or to ~~another~~ the investment portfolio ~~managed by~~ of any of the ~~adviser or~~ following:

(ii) an associate of a responsible person;

(iii) an investment fund for which a responsible person acts as an adviser;		(d) provide a guarantee or loan to a responsible person.

(c) provide a guarantee or loan to a responsible person or an associate of a responsible person.

				(i) a responsible person ~~including~~;

				(ii) an associate of a responsible person;

				(iii) an investment fund for which ~~the adviser or~~ a responsible person acts as ~~adviser, or~~ an adviser;

				( dc) provide a guarantee or loan to a responsible personor an associate of a responsible person.

13.6 Disclosure when recommending related or connected securities		Recommendations		~~Recommendations~~ 13.6 Disclosure when recommending related or connected securities

A registered firm must not make a recommendation in any medium of communication to buy, sell or hold a security issued by the registered firm, a security of a related issuer or, during the security's distribution, a security of a connected issuer of the registered firm, unless any of the following apply:		6.5 A registered firm must not make a recommendation in any medium of communication to buy, sell or hold its own securities, securities of a related issuer or, in the course of a distribution, securities of a connected issuer of the registered firm, unless		~~6.5~~ A registered firm must not make a recommendation in any medium of communication to buy, sell or hold ~~its own securities, securities~~a security issued by the registered firm, a security of a related issuer or, ~~in the course of a~~ during the security's distribution, ~~securities~~ a security of a connected issuer of the registered firm, unless any of the following apply:

		(a) the recommendation is in a publication that

(a) the firm discloses, in the same medium of communication, the nature and extent of the relationship or connection between the firm and the issuer;		(i) is published or distributed by the registered firm regularly in the ordinary course of its business, and		(a) the ~~recommendation is~~ firm discloses, in ~~a publication that~~

(b) the recommendation is in respect of a security of a mutual fund, a scholarship plan, an educational plan or an educational trust that is an affiliate of the registered firm and the names of the registered firm and the fund, plan or trust, as the case may be, are sufficiently similar to indicate that they are affiliated.		(ii) includes in a conspicuous position and large type, a complete statement of the relationship or connection between the registered firm and the issuer,		~~(i) is published or distributed by the registered firm regularly in the ordinary course of its business, and (ii) includes in a conspicuous position and large type, a complete statement~~ the same medium of communication, the nature and extent of the relationship or connection between the ~~registered~~ firm and the issuer,;

		(b) the registered firm is acting as an underwriter in a distribution of the securities,

		(c) the recommendation is in respect of a security of a mutual fund that is an affiliate of the registered firm and the names of the registered firm and the fund are sufficiently similar to disclose that they are affiliated, or		(b) the ~~registered firm is acting as an underwriter in a distribution of the securities, (c) the~~ recommendation is in respect of a security of a mutual fund, a scholarship plan, an educational plan or an educational trust that is an affiliate of the registered firm and the names of the registered firm and the fund, plan or trust, as the case may be, are sufficiently similar to ~~disclose~~ indicate that they are affiliated.~~, or~~

		(d) the recommendation is in respect of a security of a scholarship or educational plan or trust that is an affiliate of the registered firm and the names of the registered firm and the scholarship or educational plan or trust are sufficiently similar to disclose that they are affiliated.		(d) the recommendation is in respect of a security of a scholarship or educational plan or trust that is an affiliate of the registered firm and the names of the registered firm and the scholarship or educational plan or trust are sufficiently similar to disclose that they are affiliated.

Division 3 Referral arrangements				Division 2: 3 Referral arrangements

13.7 Definitions -- referral arrangements		Definitions -- referral arrangements		13.7 Definitions -- referral arrangements

In this Division		6.11 For the purposes of this section to section 6.15 [application and transition to prior referral arrangements]		~~6.11 For the purposes of this section to section 6.15 [application and transition to prior referral arrangements]~~

"client" includes a prospective client;				In this Division

"referral arrangement" means any arrangement in which a registrant agrees to pay or receive a referral fee;		"client" includes a prospective client;		"client" includes a prospective client;

"referral fee" means any form of compensation, direct or indirect, paid for the referral of a client to or from a registrant.		"referral arrangement" means any arrangement in which a registrant agrees to pay or receive a referral fee; and		"referral arrangement" means any arrangement in which a registrant agrees to pay or receive a referral fee; ~~and~~

		"referral fee" means any form of compensation, direct or indirect, paid for the referral of a client to or from a registrant.		"referral fee" means any form of compensation, direct or indirect, paid for the referral of a client to or from a registrant.

13.8 Permitted referral arrangements		Permitted referral arrangements		13.8 Permitted referral arrangements

A registrant must not participate in a referral arrangement unless,		6.12 A registrant must not participate in a referral arrangement unless,		~~6.12~~ A registrant must not participate in a referral arrangement unless,

(a) before a client is referred by or to the registrant, the terms of the referral arrangement are set out in a written agreement between		(a) before a client is referred by or to the registrant, the terms of the referral arrangement are set out in a written agreement between		(a) before a client is referred by or to the registrant, the terms of the referral arrangement are set out in a written agreement between

(i) the registrant,		(i) the registrant,		(i) the registrant,

(ii) the person or company making or receiving the referral, and		(ii) the person or company making or receiving the referral, and		(ii) the person or company making or receiving the referral, and

(iii) if the registrant is a registered individual, the registered firm on whose behalf the registered individual acts,		(iii) if the registrant is a registered individual, the registered firm on whose behalf the registered individual acts,		(iii) if the registrant is a registered individual, the registered firm on whose behalf the registered individual acts,

(b) the registrant or, if the registrant acts on behalf of a registered firm, the registered firm, records all referral fees on its records, and		(b) the registrant or, if the registrant acts on behalf of a registered firm, the registered firm, records all referral fees on its records, and		(b) the registrant or, if the registrant acts on behalf of a registered firm, the registered firm, records all referral fees on its records, and

(c) the registrant ensures that the information prescribed by subsection 13.10(1) [disclosing referral arrangements to clients] is provided to the client in writing before the earlier of the opening of the client's account or any services are provided to the client by the person or company receiving the referral.		(c) the registrant ensures that the information prescribed by subsection 6.13(1) [disclosing referral arrangements to clients] is provided to the client in writing before the earlier of opening the client's account or any services are provided to the client under the referral arrangement.		(c) the registrant ensures that the information prescribed by subsection ~~6.13~~13.10(1) [disclosing referral arrangements to clients] is provided to the client in writing before the earlier of the opening of the client's account or any services are provided to the client ~~under~~ by the person or company receiving the referral ~~arrangement.~~.

13.9 Verifying the qualifications of the person or company receiving the referral		Reasonable diligence when referring clients		~~Reasonable diligence when referring clients~~ 13.9 Verifying the qualifications of the person or company receiving the referral

A registrant that refers a client to another person or company must take reasonable steps to satisfy himself, herself or itself that the person or company has the appropriate qualifications to provide the services, and if applicable, is registered to provide those services.		6.14 A registrant that refers a client to another person or company must take reasonable steps to satisfy itself that the person or company has the appropriate qualifications to provide the services, and if applicable, is registered to provide those services.		~~6.14~~ A registrant that refers a client to another person or company must take reasonable steps to satisfy himself, herself or itself that the person or company has the appropriate qualifications to provide the services, and if applicable, is registered to provide those services.

13.10 Disclosing referral arrangements to clients		Disclosing referral arrangements to clients		13.10 Disclosing referral arrangements to clients

(1) The written disclosure of the referral arrangement required by subsection 13.8(c) [permitted referral arrangements] must include the following:		6.13 (1) Written disclosure of the referral arrangement as required by subsection 6.12(c) [permitted referral arrangements] must include the following:		~~6.13~~ (1) ~~Written~~ The written disclosure of the referral arrangement as required by subsection ~~6.12~~13.8(c) [permitted referral arrangements] must include the following:

(a) the name of each party to the referral arrangement;		(a) the name of each party to the referral arrangement;		(a) the name of each party to the referral arrangement;

(b) the purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party;		(b) the purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party;		(b) the purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party;

(c) any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement;		(c) any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement;		(c) any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement;

(d) the method of calculating the referral fee and, to the extent possible, the amount of the fee;		(d) the method of calculating the referral fee and, to the extent possible, the amount of the fee;		(d) the method of calculating the referral fee and, to the extent possible, the amount of the fee;

(e) the category of registration of each registrant that is a party to the agreement with a description of the activities that the registrant is authorized to engage in under that category and, giving consideration to the nature of the referral, the activities that the registrant is not permitted to engage in;		(e) the category of registration of each registrant that is a party to the agreement with a description of the activities that the registrant is authorized to engage in under that category and, giving consideration to the nature of the referral, the activities that the registrant is not permitted to engage in;		(e) the category of registration of each registrant that is a party to the agreement with a description of the activities that the registrant is authorized to engage in under that category and, giving consideration to the nature of the referral, the activities that the registrant is not permitted to engage in;

(f) if a referral is made to a registrant, a statement that all activity requiring registration resulting from the referral arrangement will be provided by the registrant receiving the referral;		(f) if a referral is made to a registrant, a statement that all activity requiring registration resulting from the referral arrangement will be provided by the registrant receiving the referral; and		(f) if a referral is made to a registrant, a statement that all activity requiring registration resulting from the referral arrangement will be provided by the registrant receiving the referral; ~~and~~

(g) any other information that a reasonable client would consider important in evaluating the referral arrangement.		(g) any other information that a reasonable client would consider important in evaluating the referral arrangement.		(g) any other information that a reasonable client would consider important in evaluating the referral arrangement.

(2) If there is a change to the information set out in subsection (1), the registrant must ensure that written disclosure of that change is provided to each client affected by the change as soon as possible and no later than the 30th day before the date on which a referral fee is next paid or received.		(2) If there is a change to the information set out in subsection (1), the registrant must ensure that written disclosure of that change is provided to each client affected by the change as soon as practicable and no later than the 30th day before the date on which a referral fee is next paid or received.		(2) If there is a change to the information set out in subsection (1), the registrant must ensure that written disclosure of that change is provided to each client affected by the change as soon as ~~practicable~~ possible and no later than the 30th day before the date on which a referral fee is next paid or received.

13.11 Referral arrangements before this Instrument came into force		Application and transition to prior referral arrangements		~~Application and transition to prior referral~~ 13.11 Referral arrangements before this Instrument came into force

(1) This Division applies to a referral arrangement entered into before this Instrument came into force if a referral fee is paid under the referral arrangement after this Instrument comes into force.		6.15 (1) Sections 6.12 [permitted referral arrangements] to 6.14 [reasonable diligence when referring clients] apply to a referral arrangement entered into before this Instrument came into force if a referral fee is paid under the referral arrangement after this Instrument comes into force.		~~6.15 (1) Sections 6.12 [permitted referral arrangements] to 6.14 [reasonable diligence when referring clients] apply~~ (1) This Division applies to a referral arrangement entered into before this Instrument came into force if a referral fee is paid under the referral arrangement after this Instrument comes into force.

(2) Subsection (1) does not apply until 6 months after this Instrument comes into force.		(2) Subsection (1) does not apply until the 180th day after this Instrument comes into force.		(2) Subsection (1) does not apply until ~~the 180th day~~ 6 months after this Instrument comes into force.

Division 4 Loans and margin

13.12 Restriction on lending to clients		Margin		~~Margin~~ 13.12 Restriction on lending to clients

A registrant must not lend money, extend credit or provide margin to a client.		5.7 A registrant must not lend, extend credit or provide margin to a client.		~~5.7~~ A registrant must not lend money, extend credit or provide margin to a client.

13.13 Disclosure when recommending the use of borrowed money		Disclosure when recommending use of borrowed money		13.13 Disclosure when recommending the use of borrowed money

(1) If a registrant recommends that a client should use borrowed money to finance any part of a purchase of a security, the registrant must, before the purchase, provide the client with a written statement that is substantially similar to the following:		5.8 (1) If a registrant recommends that a client should use borrowed money to finance any part of a purchase of a security, the registrant must, before the purchase, provide the client with a written statement in substantially the following form:		~~5.8~~ (1) If a registrant recommends that a client should use borrowed money to finance any part of a purchase of a security, the registrant must, before the purchase, provide the client with a written statement in that is substantially similar to the following ~~form~~:

	"Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines."	"Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines."			"Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines."

(2) Subsection (1) does not apply if		(2) Subsection (1) does not apply if		(2) Subsection (1) does not apply if

(a) the registrant has provided the client with the statement described under subsection (1) no earlier than the 180th day before the date of the proposed purchase,		(a) the registrant has provided the client with the statement described under subsection (1) no earlier than the 180th day before the date of the proposed purchase,		(a) the registrant has provided the client with the statement described under subsection (1) no earlier than the 180th day before the date of the proposed purchase,

(b) the proposed purchase is on margin and the client's margin account is maintained at a registered firm that is a member of IIROC or the MFDA, or		(b) the proposed purchase is on margin and the client's margin account is maintained with a registered firm that is a member of the IDA or the MFDA, or		(b) the proposed purchase is on margin and the client's margin account is maintained ~~with~~at a registered firm that is a member of ~~the IDA~~IIROC or the MFDA, or

(c) the client is a permitted client.		(c) the client is a permitted client.		(c) the client is a permitted client.

Division 5 Complaints

13.14 Application of this Division		Exemption for investment fund managers and exempt market dealers		~~Exemption for investment fund managers and exempt market dealers~~

(1) This Division does not apply to an investment fund manager.		5.27 This Division does not apply to		13.14 Application of this Division

(2) A registered firm in Québec is deemed to comply with this Division if it complies with sections 168.1.1 to 168.1.3 of the Securities Act (Québec).		(a) an investment fund manager, or		~~5.27~~ (1) This Division does not apply to ~~(a)~~an investment fund manager~~, or~~.

		(b) an exempt market dealer in respect of a permitted client.		(~~b) an exempt market dealer in respect of a permitted client.~~

		5.32 A registered firm in Québec complies with Division 6 if it complies with sections 168.1.1 to 168.1.3 of the Québec Securities Act.		~~5.32~~ (2) A registered firm in Québec ~~complies~~ is deemed to comply with this Division 6 if it complies with sections 168.1.1 to 168.1.3 of the ~~Québec~~ Securities Act (Québec).

13.15 Handling complaints		Complaints		~~Complaints~~ 13.15 Handling complaints

A registered firm must document and, in a manner that a reasonable investor would consider fair and effective, respond to each complaint made to the registered firm about any product or service offered by the firm or a representative of the firm.		5.28 A registered firm must document, and effectively and fairly respond to, each complaint made to the registered firm about any product or service offered by the firm or a representative of the firm.		~~5.28~~ A registered firm must document~~, and effectively and fairly~~ and, in a manner that a reasonable investor would consider fair and effective, respond to, each complaint made to the registered firm about any product or service offered by the firm or a representative of the firm.

13.16 Dispute resolution service		Dispute resolution service		13.16 Dispute resolution service

(1) A registered firm must ensure that independent dispute resolution or mediation services are made available, at the firm's expense, to a client to resolve a complaint made by the client about any trading or advising activity of the firm or one of its representatives.		5.29 (1) A registered firm must participate in an independent dispute resolution service unless required by securities legislation to use the dispute resolution service provided by the securities regulatory authority.		~~5.29~~ (1) A registered firm must ~~participate in an~~ ensure that independent dispute resolution ~~service unless required by securities legislation to use the dispute resolution service provided by the securities regulatory authority~~ or mediation services are made available, at the firm's expense, to a client to resolve a complaint made by the client about any trading or advising activity of the firm or one of its representatives.

(2) If a person or company makes a complaint to a registered firm about any trading or advising activity of the firm or one of its representatives, the registered firm must as soon as possible inform the person or company of how to contact and use the dispute resolution or mediation services which are provided to the firm's clients.		(2) If a person or company makes a complaint to a registered firm about any trading or advising activity of the firm or one of its representatives, the registered firm must as soon as practicable inform the person or company of how to contact and use		(2) If a person or company makes a complaint to a registered firm about any trading or advising activity of the firm or one of its representatives, the registered firm must as soon as ~~practicable~~ possible inform the person or company of how to contact and use ~~(a)~~ the dispute resolution ~~service in which the firm participates, or(b) the dispute resolution service of the securities regulatory authority, if it provides a dispute resolution service.~~ or mediation services which are provided to the firm's clients.

		(a) the dispute resolution service in which the firm participates, or

		(b) the dispute resolution service of the securities regulatory authority, if it provides a dispute resolution service.

Part 14 Handling client accounts -- firms

Division 1 Exemption for investment fund managers

14.1 Investment fund managers exempt from Part 14		Exemption for investment fund managers and exempt market dealers		14.1 ~~Exemption for investment~~ Investment fund managers ~~and exempt market dealers~~ exempt from Part 14

Other than section 14.6[holding client assets in trust], this Part does not apply to an investment fund manager.		5.17 This Division does not apply to		~~5.17 This Division~~ Other than section 14.6[holding client assets in trust], this Part does not apply to ~~(a)~~ an investment fund manager~~, or (b) an exempt market dealer that does not handle, hold, or have access to client assets, including cheques and other similar instruments~~.

		(a) an investment fund manager, or

		(b) an exempt market dealer that does not handle, hold, or have access to client assets, including cheques and other similar instruments.

Division 2 Disclosure to clients

14.2 Relationship disclosure information		Providing relationship disclosure information		~~Providing relationship~~ 14.2 Relationship disclosure information

(1) A registered firm must deliver to a client all information that a reasonable investor would consider important about the client's relationship with the registrant.		5.4 (1) A registrant must provide a client with relationship disclosure information before the registrant first		~~5.4 (1) A registrant must provide a client with relationship disclosure information before the registrant first~~

(2) The information required to be delivered under subsection (1) includes all of the following:		(a) purchases or sells a security for the client, or		~~(a) purchases or sells a security for the client, or~~

(a) a description of the nature or type of the client's account;		(b) advises the client to purchase, sell or hold a security.		~~(b) advises the client to purchase, sell or hold a security.~~

(b) a discussion that identifies the products or services the registered firm offers to a client;		(2) If there is a significant change to the relationship disclosure information provided to a client under subsection (1), the registrant must make reasonable efforts to notify its clients of the change in a timely manner, and wherever practicable before the registrant next		(2) If there is a significant change to the relationship disclosure information provided to a client under subsection (1), the registrant must make reasonable efforts to notify its clients of the change in a timely manner, and wherever practicable before the registrant next

(c) a description of the types of risks that a client should consider when making an investment decision;

(d) a description of the risks to a client of using borrowed money to finance a purchase of a security;		(a) purchases or sells a security for the client, or		~~(a) purchases or sells a security for the client, or~~

		(b) advises the client to purchase, sell or hold a security.		~~(b) advises the client to purchase, sell or hold a security.~~

(e) a description of the conflicts of interest that the registered firm is required to disclose to a client under securities legislation;		(3) For the purpose of this section, "relationship disclosure information" means information that a reasonable client would consider important respecting the client's relationship with the registrant and includes, subject to subsections (4), (5) and (6), the following:

(f) disclosure of all costs to a client for the operation of an account;				~~(3) For the purpose of this section, "relationship disclosure information" means~~ (1) A registered firm must deliver to a client all information that a reasonable ~~client~~ investor would consider important ~~respecting~~ about the client's relationship with the registrant ~~and includes, subject to subsections (4), (5) and (6),~~.

(g) a description of the costs a client will pay in making, holding and selling investments;		(a) a description of the nature of the client's account or the type of account held by the client;

				(2) The information required to be delivered under subsection (1) includes all of the following:

(h) a description of the compensation paid to the registered firm in relation to the different types of products that a client may purchase through the registered firm;		(b) a discussion that identifies which products or services offered by the registered firm will meet the client's investment objectives and how they will do so;		(a) a description of the nature ~~of the client's account or the~~ or type of ~~account held by~~ the client's account;

(i) a description of the content and frequency of reporting for each account or portfolio of a client;		(c) a discussion of investment risk factors and types of risks that should be considered by the client when making an investment decision, including the risk of using borrowed money to finance a purchase of a security;		(b) a discussion that identifies ~~which~~ the products or services ~~offered by~~ the registered firm ~~will meet the client's investment objectives and how they will do so~~ offers to a client;

(j) disclosure that independent dispute resolution or mediation services are available to a client, at the firm's expense, to mediate any dispute that might arise between the client and the firm about a product or service of the firm;		(d) a description of the conflicts of interest that the registered firm is required to disclose under securities legislation;		(c) a ~~discussion of investment risk factors and~~ description of the types of risks that ~~should be considered by the~~ a client should consider when making an investment decision~~, including the risk~~;

(k) a statement that the firm has an obligation to assess whether a purchase or sale of a security is suitable for a client prior to executing the transaction or at any other time;		(e) disclosure of all service fees and charges in respect of the operation of the client's accounts;		(d) a description of the risks to a client of using borrowed money to finance a purchase of a security;

(l) the information a registered firm must collect about the client under section 13.2 [know your client].		(f) a description of the costs the client will pay in making and holding investments and the compensation paid to the registered firm in relation to the different types of products that the client may purchase through the registered firm;		(de) a description of the conflicts of interest that the registered firm is required to disclose to a client under securities legislation;

(3) A registered firm must deliver to a client the information in subsection (1) before the firm first		(g) a description of the content and frequency of reporting for each account or portfolio of the client;		(ef) disclosure of all ~~service fees and charges in respect of~~ costs to a client for the operation of ~~the client's accounts~~ an account;

(a) purchases or sells a security for the client, or

		(h) information about how the client can contact the firm;		(fg) a description of the costs ~~the~~ a client will pay in making ~~and~~, holding and selling investments ~~and~~;

(b) advises the client to purchase, sell or hold a security.

(4) If there is a significant change to the information delivered to a client under subsection (1), the registered firm must take reasonable steps to notify the client of the change in a timely manner and, if possible, before the firm next		(i) notice that a dispute resolution service is available to mediate any dispute that might arise between the client and the firm regarding a product or service of the firm;		(h) a description of the compensation paid to the registered firm in relation to the different types of products that ~~the~~ a client may purchase through the registered firm;

(a) purchases or sells a security for the client, or		(j) the information a registered firm is required to collect about the client under section 5.3 [know-your-client].		(gi) a description of the content and frequency of reporting for each account or portfolio of ~~the~~ a client;

(b) advises the client to purchase, sell or hold a security.		(4) Despite subsection (3), relationship disclosure information provided by an exempt market dealer to a client is not required to include the information referred to in paragraphs (3)(a), (e) and (g) if the dealer does not handle, hold or have access to the client's assets, including cheques and other similar instruments.		~~(h) information about how the client can contact the firm;~~

(5) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.				(ij) ~~notice~~ disclosure that a independent dispute resolution ~~service is~~ or mediation services are available to a client, at the firm's expense, to mediate any dispute that might arise between the client and the firm ~~regarding~~ about a product or service of the firm;

(6) This section does not apply to a registrant in respect of a permitted client if		(5) In addition to the information required under subsection (3), relationship disclosure information provided by a dealer must include a description of the nature and scope of the firm's obligation to assess whether a purchase or sale of a security is suitable for a client prior to executing the transaction or at any other time.		(~~j) the information a registered firm is required to collect about the client under section 5.3 [know-your-client].~~

(a) the permitted client has waived, in writing, the requirements under this section, and

(b) the registrant does not act as an adviser in respect of a managed account of the permitted client.		(6) In addition to the information required under subsection (3), relationship disclosure information provided by an adviser must include the following:		(4) Despite subsection (3), relationship disclosure information provided by an exempt market dealer to a client is not required to include the information referred to in paragraphs (3)(a), (e) and (g) if the dealer does not handle, hold or have access to the client's assets, including cheques and other similar instruments. (5) In addition to the information required under subsection (3), relationship disclosure information provided by a dealer must include a description of the nature and scope of the firm's k) a statement that the firm has an obligation to assess whether a purchase or sale of a security is suitable for a client prior to executing the transaction or at any other time.;

		(a) if the client's account is a fully-managed account, a description of the adviser's discretionary authority;

		(b) a description of how the adviser will ensure that investments made are suitable for the client based on the information provided by the client;

		(c) a statement that there is no guarantee, implied or otherwise, that the investments made will be successful;		(l) the information a registered firm must collect about the client under section 13.2 [know your client].

		(d) a discussion of investment risk factors and types of risks that should be considered by the client when deciding to invest using an adviser;		(3) A registered firm must deliver to a client the information in subsection (1) before the firm first

		(e) if the client's account is a fully-managed account and a person or company exempted from registration under section 8.17 [sub-advisers] provides advice in respect of the account, information about the role of the person or company and their relationship to the client.		(a) purchases or sells a security for the client, or

				(b) advises the client to purchase, sell or hold a security.

		(7) This section does not apply to an exempt market dealer in respect of a permitted client.		(4) If there is a significant change to the information delivered to a client under subsection (1), the registered firm must take reasonable steps to notify the client of the change in a timely manner and, if possible, before the firm next

				(a) purchases or sells a security for the client, or

				(b) advises the client to purchase, sell or hold a security.

				(5) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.

				~~(6) In addition to the information required under subsection (3), relationship disclosure information provided by an adviser must include the following:~~

				(6) This section does not apply to a registrant in respect of a permitted client if

				~~(a) if the client's account is a fully-managed account, a description of the adviser's discretionary authority;~~

				(a) the permitted client has waived, in writing, the requirements under this section, and

				(b) ~~a description of how~~ theregistrant does not act as an adviser ~~will ensure that investments made are suitable for the client based on the information provided by the client;~~

				~~(c) a statement that there is no guarantee, implied or otherwise, that the investments made will be successful;~~

				~~(d) a discussion of investment risk factors and types of risks that should be considered by the client when deciding to invest using an adviser;~~

				(e) if the client's account is a fully-managed account and a person or company exempted from registration under section 8.17 [sub-advisers] provides advice in respect of the account, information about the role of the person or company and their relationship to the client. (7) This section does not apply to an exempt market dealer in respect of a in respect of a managed account of the permitted client.

14.3 Disclosure to clients about the fair allocation of investment opportunities		Allocating investment opportunities fairly		~~Allocating~~ 14.3 Disclosure to clients about the fair allocation of investment opportunities ~~fairly~~

A registered adviser must deliver to a client a summary of the policies required under section 11.1 [compliance system] that provide reasonable assurance that the firm and each individual acting on its behalf complies with section 14.10 [allocating investment opportunities fairly] and that summary must be delivered		6.7 (2) A registered adviser must provide a client with a copy of the written policies required under section 5.23 [compliance system] that respond to the requirement under subsection (1)		~~6.7 (2)~~ A registered adviser must ~~provide~~ deliver to a client ~~with~~ a ~~copy~~ summary of the ~~written~~ policies required under section ~~5.23~~11.1 [compliance system] that ~~respond to the requirement under subsection (1)~~ provide reasonable assurance that the firm and each individual acting on its behalf complies with section 14.10 [allocating investment opportunities fairly] and that summary must be delivered

		(a) when the adviser opens an account for the client, and

(a) when the adviser opens an account for the client, and		(b) if there is a significant change to the policies last provided to the client, the earlier of

(b) if there is a significant change to the summary last delivered to the client, in a timely manner and, if possible, before the firm next		(i) the 45th day after the date the policies were changed, or		(a) when the adviser opens an account for the client, and

(i) purchases or sells a security for the client, or		(ii) as soon as practicable after next advising the client to purchase, sell or hold a security.		(b) if there is a significant change to the ~~policies~~ summary last ~~provided~~ delivered to the client, ~~the earlier of~~ in a timely manner and, if possible, before the firm next

(ii) advises the client to purchase, sell or hold a security.				~~(i) the 45th day after the date the policies were changed, or~~

				(i) purchases or sells a security for the client, or

				(ii) ~~as soon as practicable after next advising~~ advises the client to purchase, sell or hold a security.

14.4 When the firm has a relationship with a financial institution		Disclosure when opening an account in a financial institution		~~Disclosure when opening an account in~~ 14.4 When the firm has a relationship with a financial institution

(1) If a registered firm opens a client account to trade in securities, in an office or branch of a Canadian financial institution or a Schedule III bank, the registered firm must give the client a written notice stating that it is a separate legal entity from the Canadian financial institution or Schedule III bank and, unless otherwise advised by the registrant, securities purchased from or through the registrant		5.9 (1) If a registered firm opens a client account to trade in securities in an office or branch of a Canadian financial institution or a Schedule III bank, the registered firm must give the client a written notice stating that it is a separate legal entity from the Canadian financial institution or Schedule III bank and, unless otherwise advised by the registrant, securities purchased from or through the registrant		~~5.9~~ (1) If a registered firm opens a client account to trade in securities, in an office or branch of a Canadian financial institution or a Schedule III bank, the registered firm must give the client a written notice stating that it is a separate legal entity from the Canadian financial institution or Schedule III bank and, unless otherwise advised by the registrant, securities purchased from or through the registrant

(a) are not insured by a government deposit insurer,		(a) are not insured by a government deposit insurer,		(a) are not insured by a government deposit insurer,

(b) are not guaranteed by the Canadian financial institution or Schedule III bank, and		(b) are not guaranteed by the Canadian financial institution or Schedule III bank, and		(b) are not guaranteed by the Canadian financial institution or Schedule III bank, and

(c) may fluctuate in value.		(c) may fluctuate in value.		(c) may fluctuate in value.

(2) A registered firm that is subject to subsection (1) must receive a written confirmation from the client that the client has read and understood the notice before the registered firm		(2) A registered firm that is subject to subsection (1) must receive a written confirmation from the client that the client has read and understood the notice before the registered firm		(2) A registered firm that is subject to subsection (1) must receive a written confirmation from the client that the client has read and understood the notice before the registered firm

(a) purchases or sells a security for the client, or		(a) purchases or sells a security for the client, or		(a) purchases or sells a security for the client, or

(b) advises the client to purchase, sell or hold a security.		(b) advises the client to purchase, sell or hold a security.		(b) advises the client to purchase, sell or hold a security.

(3) This section does not apply to a registered firm if the client is a permitted client.		(3) This section does not apply to a registered firm if the client is a permitted client.		(3) This section does not apply to a registered firm if the client is a permitted client.

14.5 Notice to clients by non-resident registrants		Notice to clients		14.5 Notice to clients by non-resident registrants

A registered firm whose head office is not located in the local jurisdiction must provide its clients in the local jurisdiction with a statement in writing disclosing the following:		5.33 A registered firm whose head office is not located in the local jurisdiction must provide its clients in the local jurisdiction		~~5.33~~ A registered firm whose head office is not located in the local jurisdiction must provide its clients in the local jurisdiction ~~(a)~~ with a statement in writing disclosing the following:

(a) the non-resident status of the registrant;		(a) a statement in writing disclosing the non-resident status of the registrant,		(a) the non-resident status of the registrant,;

(b) the registrant's jurisdiction of residence;		(b) the registrant's jurisdiction of residence,		(b) the registrant's jurisdiction of residence,;

(c) the name and address of the agent for service of process of the registrant in the local jurisdiction;		(c) the name and address of the agent for service of process of the registrant in the local jurisdiction, and		(c) the name and address of the agent for service of process of the registrant in the local jurisdiction~~, and~~;

(d) the nature of risks to clients that legal rights may not be enforceable in the local jurisdiction.		(d) the nature of risks to clients that legal rights may not be enforceable in the local jurisdiction.		(d) the nature of risks to clients that legal rights may not be enforceable in the local jurisdiction.

Division 3 Client assets

14.6 Holding client assets in trust		Holding client assets in trust		14.6 Holding client assets in trust

A registered firm that holds client assets must hold the assets		5.10 (1) A registered firm that holds client assets, including cheques and other similar instruments, must hold the assets separate and apart from its own property and in trust for the client.		A registered firm that holds client assets must hold the assets

(a) separate and apart from its own property,				~~5.10~~ (~~1) A registered firm that holds client assets, including cheques and other similar instruments, must hold the assets~~ a) separate and apart from its own property ~~and~~,

(b) in trust for the client, and		(2) A registered firm that holds cash on behalf of a client must hold the cash separate and apart from the property of the firm in a designated trust account with a Canadian financial institution or a Schedule III bank.

(c) in the case of cash, in a designated trust account at a Canadian financial institution, a Schedule III bank, or a member of IIROC.				(b) in trust for the client., and

				~~(2) A registered firm that holds cash on behalf of a client must hold the cash separate and apart from the property of the firm~~ (c) in the case of cash, in a designated trust account ~~with~~ at a Canadian financial institution or, a Schedule III bank, or a member of IIROC.

14.7 Holding client assets - non-resident registrants		Custody of assets		~~Custody of~~ 14.7 Holding client assets- non-resident registrants

(1) A registered firm whose head office is not located in a jurisdiction of Canada must ensure that all client assets are held		5.35 (1) A registered firm whose head office is not located in a jurisdiction of Canada must make reasonable efforts to ensure that all client assets are held		~~5.35~~ (1) A registered firm whose head office is not located in a jurisdiction of Canada must ~~make reasonable efforts to~~ ensure that all client assets are held

(a) in the client's name,		(a) directly by the client,		(a) ~~directly by~~ in the client's name,

(b) on behalf of the client by a custodian or sub-custodian that		(b) on behalf of the client by a custodian or sub-custodian that		(b) on behalf of the client by a custodian or sub-custodian that

(i) meets the guidelines prescribed for acting as a sub-custodian of the portfolio securities of a mutual fund in Part 6 of National Instrument 81-102 Mutual Funds, and		(i) meets the guidelines prescribed for acting as a sub-custodian of the portfolio securities of a mutual fund in Part 6 of National Instrument 81-102 Mutual Funds, and		(i) meets the guidelines prescribed for acting as a sub-custodian of the portfolio securities of a mutual fund in Part 6 of National Instrument 81-102 Mutual Funds, and

(ii) is subject to the Bank for International Settlements' framework for international convergence of capital measurement and capital standards, or		(ii) is subject to the Bank for International Settlements' framework for international convergence of capital measurement and capital standards, or		(ii) is subject to the Bank for International Settlements' framework for international convergence of capital measurement and capital standards, or

(c) on behalf of the client by a registered dealer that is a member of an SRO and that is a member of Canadian Investor Protection Fund or other comparable compensation fund or contingency trust fund.		(c) on behalf of the client by a registered dealer that is a member of an SRO that is a member of Canadian Investor Protection Fund or other comparable compensation fund or contingency trust fund.		(c) on behalf of the client by a registered dealer that is a member of an SRO and that is a member of Canadian Investor Protection Fund or other comparable compensation fund or contingency trust fund.

(2) Section 14.6 [holding client assets in trust] does not apply to a registered firm that is subject to subsection (1).		(2) Section 5.10 [holding client assets in trust] does not apply to a registered firm that is subject to subsection (1).		(2) Section ~~5.10~~14.6 [holding client assets in trust] does not apply to a registered firm that is subject to subsection (1).

14.8 Securities subject to a safekeeping agreement		Securities subject to safekeeping agreement		14.8 Securities subject to a safekeeping agreement

A registered firm that holds unencumbered securities for a client under a written safekeeping agreement must		5.11 A registered firm that holds unencumbered securities for a client under a written safekeeping agreement must		~~5.11~~ A registered firm that holds unencumbered securities for a client under a written safekeeping agreement must

(a) segregate the securities from all other securities,		(a) segregate the securities from all other securities,		(a) segregate the securities from all other securities,

(b) identify the securities as being held in safekeeping for the client in		(b) identify the securities as being held in safekeeping for the client in		(b) identify the securities as being held in safekeeping for the client in

(i) the registrant's security position record,		(i) the registrant's security position record,		(i) the registrant's security position record,

(ii) the client's ledger, and		(ii) the client's ledger, and		(ii) the client's ledger, and

(iii) the client's statement of account, and		(iii) the client's statement of account, and		(iii) the client's statement of account, and

(c) release the securities only on an instruction from the client.		(c) release the securities only on an instruction from the client.		(c) release the securities only on an instruction from the client.

14.9 Securities not subject to a safekeeping agreement		Securities not subject to safekeeping agreement		14.9 Securities not subject to a safekeeping agreement

(1) A registered firm that holds unencumbered securities for a client other than under a written safekeeping agreement must		5.12 (1) A registered firm that holds unencumbered securities for a client that are either fully paid for or are excess margin securities, but that are not held under a written safekeeping agreement, must		~~5.12~~ (1) A registered firm that holds unencumbered securities for a client ~~that are either fully paid for or are excess margin securities, but that are not held~~ other than under a written safekeeping agreement, must

(a) segregate and identify the securities as being held in trust for the client, and		(a) segregate and identify the securities as being held in trust for the client, and		(a) segregate and identify the securities as being held in trust for the client, and

(b) describe the securities as being held in segregation on		(b) describe the securities as being held in segregation on		(b) describe the securities as being held in segregation on

(i) the registrant's security position record,		(i) the registrant's security position record,		(i) the registrant's security position record,

(ii) the client's ledger, and		(ii) the client's ledger, and		(ii) the client's ledger, and

(iii) the client's statement of account.		(iii) the client's statement of account.		(iii) the client's statement of account.

(2) Securities described in subsection (1) may be segregated in bulk.		(2) If a client is indebted to a registered firm, the registered firm may sell or lend the securities described in subsection (1), but only to the extent reasonably necessary to cover the indebtedness.		(2) If a client is indebted to a registered firm, the registered firm may sell or lend the securities described in subsection (1), but only to the extent reasonably necessary to cover the indebtedness.

		(3) Securities described in subsection (1) may be segregated in bulk.		(32) Securities described in subsection (1) may be segregated in bulk.

Division 4 Client accounts

14.10 Allocating investment opportunities fairly		Allocating investment opportunities fairly		14.10 Allocating investment opportunities fairly

A registered adviser must ensure fairness in allocating investment opportunities among its clients.		6.7 (1) A registered adviser must ensure fairness in allocating investment opportunities among its clients.		~~6.7 (1)~~A registered adviser must ensure fairness in allocating investment opportunities among its clients.

14.11 Selling or assigning client accounts		Sale or assignment of client account		~~Sale~~ 14.11 Selling or ~~assignment of~~ assigning client ~~account~~ accounts

If a registered firm proposes to sell or assign a client's account in whole or in part to another registrant, the registered firm must, prior to the sale or assignment, give a written explanation of the proposal to the client and inform the client of the client's right to close the client's account.		5.6 If a registered firm proposes to sell or assign a client's account in whole or in part to another registrant, the registered firm must, prior to the sale or assignment, give a written explanation to the client of the proposal and inform the client of the client's right to withdraw the client's account.		~~5.6~~ If a registered firm proposes to sell or assign a client's account in whole or in part to another registrant, the registered firm must, prior to the sale or assignment, give a written explanation ~~to the client~~ of the proposal to the client and inform the client of the client's right to ~~withdraw~~ close the client's account.

Division 5 Account activity reporting

14.12 Content and delivery of trade confirmation		Confirmation of trade -- general		~~Confirmation~~ 14.12 Content and delivery of trade ~~-- general~~ confirmation

(1) Subject to subsection (2), a registered dealer that has acted on behalf of a client in connection with a purchase or sale of a security must promptly deliver to the client a written confirmation of the transaction, setting out the following:		5.18 (1) Subject to subsection (2), a registered dealer that has acted on behalf of a client in connection with a trade or series of trades in a security must promptly send or deliver to the client, or to a registered adviser acting for the client if the client consents, a written confirmation of the transaction, setting out,		~~5.18~~ (1) Subject to subsection (2), a registered dealer that has acted on behalf of a client in connection with a ~~trade~~ purchase or ~~series~~ sale of ~~trades in~~ a security must promptly ~~send or~~ deliver to the client~~, or to a registered adviser acting for the client if the client consents,~~ a written confirmation of the transaction, setting out, the following:

(a) the quantity and description of the security purchased or sold;		(a) the quantity and description of the security traded,		(a) the quantity and description of the security ~~traded,~~ purchased or sold;

(b) the price per security paid or received by the client;		(b) the consideration,		~~(b) the consideration,~~

(c) the commission, sales charge, service charge and any other amount charged in respect of the transaction;		(c) the commission, sales charge, service charge and any other amount charged in respect of the trade,		(b) the price per security paid or received by the client;

(d) whether the registered dealer acted as principal or agent;		(d) whether the registered dealer acted as principal or agent,		(c) the commission, sales charge, service charge and any other amount charged in respect of the ~~trade,~~ transaction;

(e) the date and the name of the marketplace, if any, on which the transaction took place, or if applicable, a statement that the transaction took place on more than one marketplace or over more than one day;		(e) the date and the name of the marketplace, if any, on which the transaction took place, or if applicable, a statement that the transaction took place on more than one marketplace or over more than one day,		(d) whether the registered dealer acted as principal or agent,;

(f) the name of the dealing representative, if any, in the transaction;		(f) the name of the dealing representative, if any, in the transaction,		(e) the date and the name of the marketplace, if any, on which the transaction took place, or if applicable, a statement that the transaction took place on more than one marketplace or over more than one day,;

(g) the settlement date of the transaction;		(g) the settlement date of the trade, and		(f) the name of the dealing representative, if any, in the transaction,;

(h) if applicable, that the security is a security of the registrant, a security of a related issuer of the registrant or, if the transaction occurred during the security's distribution, a security of a connected issuer of the registered dealer.		(h) if applicable, that the security is a security of the registrant, a security of a related issuer of the registrant or, in the course of a distribution, a security of a connected issuer of the registrant.		(g) the settlement date of the ~~trade, and~~ transaction;

(2) If a transaction under subsection (1) involved more than one transaction or if the transaction took place on more than one marketplace the information referred to in subsection (1) may be set out in the aggregate if the confirmation also contains a statement that additional details concerning the transaction will be provided to the client upon request and without additional charge.		(2) If the transaction involved more than one trade or if the transaction took place on more than one marketplace the information referred to in subsection (1) above may be set out in the aggregate if the confirmation also contains a statement that additional details concerning the transaction will be provided to the client upon request and without additional charge.		(h) if applicable, that the security is a security of the registrant, a security of a related issuer of the registrant or, ~~in the course of a~~ if the transaction occurred during the security's distribution, a security of a connected issuer of the ~~registrant~~ registered dealer.

(3) Paragraph (1)(h) does not apply if the security is a security of a mutual fund that is an affiliate of the registered dealer and the names of the dealer and the fund are sufficiently similar to indicate that they are affiliated.		(3) If a trade is made in a security of a mutual fund, scholarship plan, educational plan or educational trust, the confirmation required under subsection (1) must contain, in addition to the requirements of subsection (1), the price per share or unit at which the trade was effected.		(2) If ~~the~~ a transactionunder subsection (1) involved more than one ~~trade~~ transaction or if the transaction took place on more than one marketplace the information referred to in subsection (1) ~~above~~ may be set out in the aggregate if the confirmation also contains a statement that additional details concerning the transaction will be provided to the client upon request and without additional charge.

(4) For the purpose of paragraph (1)(f), a dealing representative may be identified by means of a code or symbol if the confirmation also contains a statement that the name of the dealing representative will be provided to the client on request of the client.		(4) Paragraph (1)(h) does not apply if the security is a security of a mutual fund that is an affiliate of the registered dealer and the names of the dealer and the fund are sufficiently similar to disclose that they are affiliated.		(3) If a trade is made in a security of a mutual fund, scholarship plan, educational plan or educational trust, the confirmation required under subsection (1) must contain, in addition to the requirements of subsection (1), the price per share or unit at which the trade was effected.

		(5) For the purpose of paragraph (1)(f), a dealing representative may be identified by means of a code or symbol if the confirmation also contains a statement that the name of the dealing representative will be provided to the client on request of the client.		(43) Paragraph (1)(h) does not apply if the security is a security of a mutual fund that is an affiliate of the registered dealer and the names of the dealer and the fund are sufficiently similar to ~~disclose~~ indicate that they are affiliated.

				(54) For the purpose of paragraph (1)(f), a dealing representative may be identified by means of a code or symbol if the confirmation also contains a statement that the name of the dealing representative will be provided to the client on request of the client.

14.13 Semi-annual confirmations for certain automatic plans		Semi-annual confirmations for certain automatic plans		14.13 Semi-annual confirmations for certain automatic plans

The requirement under section 14.12 [content and delivery of trade confirmation] to deliver a confirmation promptly does not apply to a registered dealer in respect of a transaction if all of the following apply:		5.20 The requirement under section 5.18 [confirmation of trade -- general] to send or deliver a confirmation promptly does not apply to a registered dealer in respect of a trade if		~~5.20~~ The requirement under section ~~5.18 [~~14.12 [content and delivery of trade confirmation ~~of trade -- general~~] to ~~send or~~ deliver a confirmation promptly does not apply to a registered dealer in respect of a ~~trade if~~ transaction if all of the following apply:

(a) the client gave the dealer prior written notice that the transaction is made pursuant to the client's participation in an automatic payment plan, including a dividend reinvestment plan, or an automatic withdrawal plan in which a transaction is made at least monthly;		(a) the client gave the dealer prior written notice that the trade is made under the client's participation in an automatic payment plan or an automatic withdrawal plan in which a trade is made at least monthly,		(a) the client gave the dealer prior written notice that the ~~trade~~ transaction is made ~~under~~ pursuant to the client's participation in an automatic payment plan, including a dividend reinvestment plan, or an automatic withdrawal plan in which a ~~trade~~ transaction is made at least monthly,;

(b) the registered dealer delivered a confirmation as required under section 14.12 [content and delivery of trade confirmation] for the first transaction made under the plan after receiving the notice referred to in paragraph (a);		(b) the registered dealer sent a confirmation as required under section 5.18 [confirmation of trade -- general] for the first trade made under the plan after receiving the notice referred to under paragraph (a),		(b) the registered dealer ~~sent~~ delivered a confirmation as required under section ~~5.18 [~~14.12 [content and delivery of trade confirmation ~~of trade -- general~~] for the first ~~trade~~ transaction made under the plan after receiving the notice referred to ~~under~~ in paragraph (a),;

(c) the transaction is in a security of a mutual fund, scholarship plan, educational plan or educational trust;		(c) the trade is in a security of a mutual fund, scholarship plan, educational plan or educational trust, and		(c) the ~~trade~~ transaction is in a security of a mutual fund, scholarship plan, educational plan or educational trust~~, and~~;

(d) the registered dealer delivers the information required under section 14.12 [content and delivery of trade confirmation] for the transaction semi-annually to the client or, if the client consents, to a registered adviser acting for the client.		(d) the registered dealer sends or delivers the information required under section 5.18 [confirmation of trade -- general] for the trade semi-annually to the client or, if the client consents, to a registered adviser acting for the client.		(d) the registered dealer ~~sends or~~ delivers the information required under section ~~5.18 [~~14.12 [content and delivery of trade confirmation ~~of trade -- general~~] for the ~~trade~~ transaction semi-annually to the client or, if the client consents, to a registered adviser acting for the client.

14.14 Client statements		Statements of account and portfolio		~~Statements of account and portfolio~~ 14.14 Client statements

(1) A registered dealer must deliver a statement to a client at least once every 3 months.		5.22 (1) A registered dealer must send or deliver a statement of account to each client not less than once every three months showing any debit or credit balance and the details of securities held for or owned by the client, unless the client has requested statements on a monthly basis in which case the registered dealer must send or deliver statements monthly.		5.22 (1) A registered dealer must send or deliver a statement of account to each client not less than once every three months showing any debit or credit balance and the details of securities held for or owned by the client, unless the client has requested statements on a monthly basis in which case the registered dealer must send or deliver statements monthly.

(2) Despite subsection (1), a registered dealer, other than a mutual fund dealer, must deliver a statement to a client at the end of a month if any of the following apply:

(a) the client has requested receiving statements on a monthly basis;		(2) The statement required by subsection (1) must list the securities held for the client and indicate clearly which securities are held for safekeeping or in segregation.		(1) A registered dealer must deliver a statement to a client at least once every 3 months.

(b) during the month, a transaction was effected in the account other than a transaction made under an automatic withdrawal plan or an automatic payment plan, including a dividend reinvestment plan.		(3) Subject to subsection (4), a registered adviser must send or deliver to each client not less than once every three months, a statement of the portfolio of the client under the registered adviser's management, unless the client has requested statements on a monthly basis in which case the registered adviser must send or deliver statements monthly.		~~(2) The statement required by subsection (1) must list the securities held for the client and indicate clearly which securities are held for safekeeping or in segregation.~~

(3) Except if the client has otherwise directed, a registered adviser must deliver a statement to a client at least once every 3 months.				(2) Despite subsection (1), a registered dealer, other than a mutual fund dealer, must deliver a statement to a client at the end of a month if any of the following apply:

(4) A statement delivered under subsection (1), (2) or (3) must include all of the following information for each transaction made for the client during the period covered by the statement:		(4) If a client has provided the consent referred to in subsection 5.18(1) [confirmation of trade -- general], the registered adviser must send or deliver to the client not less than once every month, a statement of the portfolio of the client under the registered adviser's management.		(a) the client has requested receiving statements on a monthly basis;

(a) the date of the transaction;				(b) during the month, a transaction was effected in the account other than a transaction made under an automatic withdrawal plan or an automatic payment plan, including a dividend reinvestment plan.

(b) whether the transaction was a purchase, sale or transfer;

(c) the name of the security purchased or sold;				(3) ~~Subject to subsection (4)~~Except if the client has otherwise directed, a registered adviser must ~~send or~~ deliver a statement to ~~each~~ a client ~~not less than~~ at least once every three months, a statement of the portfolio of the client under the registered adviser's management, unless the client has requested statements on a monthly basis in which case the registered adviser must send or deliver statements monthly. 3 months.

(d) the number of securities purchased or sold;

(e) the price per security paid or received by the client;

(f) the total value of the transaction.

(5) A statement delivered under subsection (1), (2) or (3) must include all of the following information about the client's account as at the end of the period for which the statement is made:				(4) If a client has provided the consent referred to in subsection 5.18(1) [confirmation of trade -- general], the registered adviser must send or deliver to the client not less than once every month, a statement of the portfolio of the client under the registered adviser's management.

(a) the name and quantity of each security in the account;

(b) the market value of each security in the account;				(4) A statement delivered under subsection (1), (2) or (3) must include all of the following information for each transaction made for the client during the period covered by the statement:

(c) the total market value of each security position in the account;				(a) the date of the transaction;

(d) any cash balance in the account;				(b) whether the transaction was a purchase, sale or transfer;

(e) the total market value of all cash and securities in the account.				(c) the name of the security purchased or sold;

				(d) the number of securities purchased or sold;

(6) Subsections (1) and (2) do not apply to a scholarship plan dealer if the dealer delivers to the client a statement at least once every 12 months that provides the information in subsections (4) and (5).				(e) the price per security paid or received by the client;

				(f) the total value of the transaction.

				(5) A statement delivered under subsection (1), (2) or (3) must include all of the following information about the client's account as at the end of the period for which the statement is made:

				(a) the name and quantity of each security in the account;

				(b) the market value of each security in the account;

				(c) the total market value of each security position in the account;

				(d) any cash balance in the account;

				(e) the total market value of all cash and securities in the account.

				(6) Subsections (1) and (2) do not apply to a scholarship plan dealer if the dealer delivers to the client a statement at least once every 12 months that provides the information in subsections (4) and (5).

Part 15 Granting an exemption

15.1 Who can grant an exemption		Exemption		~~Exemption~~ 15.1 Who can grant an exemption

(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.		9.1 (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.		~~9.1~~ (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.		(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.		(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.		(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.		(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

Part 16 Transition

16.1 Change of registration categories -- individuals		Change of registration categories -- individuals		16.1 Change of registration categories -- individuals

On the day this Instrument comes into force, an individual registered in a category referred to in		10.2 On the date this Instrument comes into force, an individual registered in a category referred to in		~~10.2~~ On the ~~date~~ day this Instrument comes into force, an individual registered in a category referred to in

(a) column 1 of Appendix C [new category names -- individuals], opposite the name of the local jurisdiction, is registered as a dealing representative,		(a) column 1 of Appendix D [new category names -- individuals], opposite the name of the local jurisdiction, is deemed to be registered as a dealing representative,		(a) column 1 of Appendix DC [new category names -- individuals], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a dealing representative,

(b) column 2 of Appendix C [new category names -- individuals], opposite the name of the local jurisdiction, is registered as an advising representative, and		(b) column 2 of Appendix D [new category names -- individuals], opposite the name of the local jurisdiction, is deemed to be registered as an advising representative, and		(b) column 2 of Appendix DC [new category names -- individuals], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as an advising representative, and

(c) column 3 of Appendix C [new category names -- individuals], opposite the name of the local jurisdiction, is registered as an associate advising representative.		(c) column 3 of Appendix D [new category names -- individuals], opposite the name of the local jurisdiction, is deemed to be registered as an associate advising representative.		(c) column 3 of Appendix DC [new category names -- individuals], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as an associate advising representative.

16.2 Change of registration categories -- firms		Change of registration categories -- firms		16.2 Change of registration categories -- firms

On the day this Instrument comes into force, a person or company registered in a category referred to in		10.1 On the date this Instrument comes into force, a person or company registered in a category referred to in		~~10.1~~ On the ~~date~~ day this Instrument comes into force, a person or company registered in a category referred to in

(a) column 1 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as an investment dealer,		(a) column 1 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as an investment dealer,		(a) column 1 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as an investment dealer,

(b) column 2 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a mutual fund dealer,		(b) column 2 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as a mutual fund dealer,		(b) column 2 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a mutual fund dealer,

(c) column 3 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a scholarship plan dealer,		(c) column 3 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as a scholarship plan dealer,		(c) column 3 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a scholarship plan dealer,

(d) column 4 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a restricted dealer,

(e) column 5 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a portfolio manager, and		(d) column 4 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as a restricted dealer,		(d) column 4 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a restricted dealer,

(f) column 6 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a restricted portfolio manager.		(e) column 5 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as a portfolio manager, and		(e) column 5 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a portfolio manager, and

		(f) column 6 of Appendix C [new category names -- firms], opposite the name of the local jurisdiction, is deemed to be registered as a restricted portfolio manager.		(f) column 6 of Appendix CD [new category names -- firms], opposite the name of the local jurisdiction, is ~~deemed to be~~ registered as a restricted portfolio manager.

16.3 Change of registration categories -- limited market dealers		Change of registration categories -- firms		16.3 Change of registration categories -- ~~firms~~ limited market dealers

(1) This section applies in Ontario and Newfoundland and Labrador.		10.1 (2) In Ontario and Newfoundland and Labrador, a person or company registered as a limited market dealer or an international dealer on the date this Instrument comes into force is deemed to be registered as an exempt market dealer.		~~10.1~~ (21) InThis section applies in Ontario and Newfoundland and Labrador.

(2) On the day this Instrument comes into force, a person or company registered as a limited market dealer is registered as an exempt market dealer.				(2) On the day this Instrument comes into force, a person or company registered as a limited market dealer ~~or an international dealer on the date this Instrument comes into force is deemed to be registered as an exempt market dealer.~~ is registered as an exempt market dealer.

(3) On the day this Instrument comes into force, an individual registered to trade on behalf of a limited market dealer is registered as a dealing representative of the dealer.				(3) On the day this Instrument comes into force, an individual registered to trade on behalf of a limited market dealer is registered as a dealing representative of the dealer.

(4) Sections 12.1 [capital requirements] and 12.2 [notifying the regulator of a subordination agreement] do not apply to a person or company registered as an exempt market dealer under subsection (2) until one year after this Instrument comes into force.				(4) Sections 12.1 [capital requirements] and 12.2 [notifying the regulator of a subordination agreement] do not apply to a person or company registered as an exempt market dealer under subsection (2) until one year after this Instrument comes into force.

(5) Sections 12.3 [insurance -- dealer] and 12.7 [notifying the regulator of a change, claim or cancellation] do not apply to a person or company registered as an exempt market dealer under subsection (2) until 6 months after this Instrument comes into force.				(5) Sections 12.3 [insurance -- dealer] and 12.7 [notifying the regulator of a change, claim or cancellation] do not apply to a person or company registered as an exempt market dealer under subsection (2) until 6 months after this Instrument comes into force.

16.4 Registration for investment fund managers active when this Instrument comes into force		Registration of investment fund managers		16.4 Registration of for investment fund managers active when this Instrument comes into force

(1) The requirement to register as an investment fund manager does not apply to a person or company that is acting as an investment fund manager on the day this Instrument comes into force		10.3 (1) The requirement to register as an investment fund manager does not apply to a person or company that is acting as an investment fund manager on the date this Instrument comes into force		~~10.3~~ (1) The requirement to register as an investment fund manager does not apply to a person or company that is acting as an investment fund manager on the ~~date~~ day this Instrument comes into force

(a) until one year after this Instrument comes into force, or		(a) until six months after this Instrument comes into force, or		(a) until ~~six months~~ one year after this Instrument comes into force, or

(b) if the person or company applies for registration as an investment fund manager within one year after this Instrument comes into force, until the regulator has accepted or refused the registration.		(b) if the person or company applies for registration as an investment fund manager within six months of this Instrument coming into force, until the regulator has accepted or refused the registration.		(b) if the person or company applies for registration as an investment fund manager within ~~six months of~~one year after this Instrument ~~coming~~comes into force, until the regulator has accepted or refused the registration.

(2) Subsection (1) is repealed one year after this Instrument comes into force.		(2) Despite paragraph 4.18(2)(c) [capital requirement], for the purpose of calculating excess working capital, the minimum capital is $50,000 for a registered dealer or registered adviser that is acting as an investment fund manager on the date this Instrument comes into force.		(2) Despite paragraph 4.18(2)(c) [capital requirement], for the purpose of calculating excess working capital, the minimum capital is $50,000 for a registered dealer or registered adviser that is acting as an investment fund manager on the date this Instrument comes into force.

(3) Section 12.5 [insurance -- investment fund manager] does not apply to a registered dealer or registered adviser that is acting as an investment fund manager on the day this Instrument comes into force.		(3) Subsection (2) expires six months after this Instrument comes into force.

(4) Subsection (3) is repealed one year after this Instrument comes into force.		(4) Section 4.23 [insurance -- investment fund manager] does not apply to a registered dealer or registered adviser that is acting as an investment fund manager on the date this Instrument comes into force.		(3) 2) Subsection (~~2) expires six months~~ 1) is repealed one year after this Instrument comes into force.

		(5) Subsection (4) expires six months after this Instrument comes into force.		(43) Section ~~4.23~~12.5 [insurance -- investment fund manager] does not apply to a registered dealer or registered adviser that is acting as an investment fund manager on the ~~date~~ day this Instrument comes into force.

				(54) Subsection (~~4) expires six months~~ 3) is repealed one year after this Instrument comes into force.

16.5 Temporary exemption for Canadian investment fund manager registered in its principal jurisdiction		New Provision		16.5 Temporary exemption for Canadian investment fund manager registered in its principal jurisdiction

(1) An investment fund manager is not required to register in the local jurisdiction if it is registered, or has applied for registration, in the jurisdiction of Canada in which its head office is located.				(1) An investment fund manager is not required to register in the local jurisdiction if it is registered, or has applied for registration, in the jurisdiction of Canada in which its head office is located.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .				(2) Subsection (1) is repealed 2 years after this Instrument comes into force .

16.6 Temporary exemption for foreign investment fund managers		New Provision		16.6 Temporary exemption for foreign investment fund managers

(1) The investment fund manager registration requirement does not apply to a person or company that is acting as an investment fund manager if its head office is in not in a jurisdiction of Canada.				(1) The investment fund manager registration requirement does not apply to a person or company that is acting as an investment fund manager if its head office is in not in a jurisdiction of Canada.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .				(2) Subsection (1) is repealed 2 years after this Instrument comes into force .

16.7 Registration of exempt market dealers		Registration of exempt market dealers		16.7 Registration of exempt market dealers

(1) This section does not apply in Ontario and Newfoundland and Labrador.		10.4 (1) In this section, "a dealer in the exempt market" means		~~10.4~~ (1) This section does not apply in Ontario and Newfoundland and Labrador.

(2) In this section, "the exempt market" means those trading and underwriting activities listed in subparagraph 7.1(2)(d) [dealer categories].		(a) a dealer who trades in securities referred to in subparagraph 2.1(1)(d)(i) (A), (B) or (C), or		(2) In this section, " ~~a dealer in~~ the exempt market" meansthose trading and underwriting activities listed in subparagraph 7.1(2)(d) [dealer categories].

(3) The requirement to register as an exempt market dealer does not apply to a person or company that acts as a dealer in the exempt market on the day this Instrument comes into force		(b) a person or company who acts as an underwriter in respect of a distribution of securities that may be made under an exemption from the prospectus requirement.		~~(a) a dealer who trades in securities referred to in subparagraph 2.1(1)(d)(i) (A), (B) or (C), or~~

(a) until one year after this Instrument comes into force, or		(2) Despite section 2.1 [dealer and underwriter categories], a person or company that is a registered firm on the date this Instrument comes into force and is a dealer in the exempt market on that date, is not required to register as an exempt market dealer		~~(b) a person or company who acts as an underwriter in respect of a distribution of securities that may be made under an exemption from the prospectus requirement.~~

(b) if the person or company applies for registration as an exempt market dealer within one year after this Instrument comes into force, until the regulator has accepted or refused the registration.		(a) until six months after this Instrument comes into force, or		(2) Despite section 2.1 [dealer and underwriter categories], a person or company that is a registered firm on the date this Instrument comes into force and is a dealer in the exempt market on that date, is not required to register as an exempt market dealer

(4) The requirement to register as a dealing representative of an exempt market dealer does not apply to an individual who acts as a dealer in the exempt market on the day this Instrument comes into force		(b) if the dealer applies for registration as an exempt market dealer within six months of this Instrument coming into force, until the regulator has accepted or refused the registration.		~~(a) until six months after this Instrument comes into force, or~~

(a) until one year after this Instrument comes into force, or		(3) Despite section 2.7 [individual categories], an individual who is a registered individual on the date this Instrument comes into force and is a dealer in the exempt market on that date, is not required to register as a dealing representative of an exempt market dealer		~~(b) if the dealer applies for registration as an exempt market dealer within six months of this Instrument coming into force, until the regulator has accepted or refused the registration.~~

(b) if the individual applies to be registered as a dealing representative of an exempt market dealer within one year after this Instrument comes into force, until the regulator has accepted or refused the registration.		(a) until six months after this Instrument comes into force, or		(3) Despite section 2.7 [individual categories], an individual who is a registered individual on the date this Instrument comes into force and is a dealer in the exempt market on that date, is not required to register as a dealing representative of an exempt market dealer

		(b) if the individual applies to be registered as a dealing representative of an exempt market dealer within six months of this Instrument coming into force, until the regulator has accepted or refused the registration.		(3) The requirement to register as an exempt market dealer does not apply to a person or company that acts as a dealer in the exempt market on the day this Instrument comes into force

		(4) A person or company that is not registered under securities legislation and is a dealer in the exempt market on the date this Instrument comes into force, is exempt from the dealer registration requirement and the underwriter registration requirement		(a) until ~~six months~~ one year after this Instrument comes into force, or

		(a) until six months after this Instrument comes into force, or		(b) if the ~~individual~~ person or company applies ~~to be registered as a dealing representative of~~ for registration as an exempt market dealer within ~~six months of~~ one year after this Instrument ~~coming~~ comes into force, until the regulator has accepted or refused the registration.

		(b) if the person or company applies for registration as an exempt market dealer, or a dealing representative of an exempt market dealer within six months of this Instrument coming into force, until the regulator has accepted or refused the registration.		(4) ~~A person or company that is not registered under securities legislation and is~~The requirement to register as a dealing representative of an exempt market dealer does not apply to an individual who acts as a dealer in the exempt market on the ~~date~~ day this Instrument comes into force~~, is exempt from the dealer registration requirement and the underwriter registration requirement~~

		(5) Despite section 4.16 [grandfathered registrants], an individual who is a dealer in the exempt market on the date this Instrument comes into force is exempt from section 4.9 [exempt market dealer -- dealing representative] until 12 months after this Instrument comes into force.		(a) until ~~six months~~ one year after this Instrument comes into force, or

				(b) if the ~~person or company~~ individual applies ~~for registration as an exempt market dealer, or~~ to be registered as a dealing representative of an exempt market dealer within ~~six months of~~ one year after this Instrument ~~coming~~ comes into force, until the regulator has accepted or refused the registration.

				(5) Despite section 4.16 [grandfathered registrants], an individual who is a dealer in the exempt market on the date this Instrument comes into force is exempt from section 4.9 [exempt market dealer -- dealing representative] until 12 months after this Instrument comes into force.

16.8 Registration of ultimate designated persons		Registration of ultimate designated persons		16.8 Registration of ultimate designated persons

If a person or company is a registered firm on the day this Instrument comes into force, section 11.2 [designating an ultimate designated person] does not apply to the firm		10.5 If a person or company is a registered firm on the date this Instrument comes into force, section 2.9 [ultimate designated person] does not apply to the firm		~~10.5~~ If a person or company is a registered firm on the ~~date~~ day this Instrument comes into force, section ~~2.9 [~~11.2 [designating an ultimate designated person] does not apply to the firm

(a) until 3 months after this Instrument comes into force, or		(a) until one month after this Instrument comes into force, or		(a) until ~~one month~~ 3 months after this Instrument comes into force, or

(b) if an individual applies to be registered as the ultimate designated person of the firm within 3 months after this Instrument comes into force, until the regulator has accepted or refused the registration.		(b) if an individual applies to be registered as the ultimate designated person of the firm within one month of this Instrument coming into force, until the regulator has accepted or refused the registration.		(b) if an individual applies to be registered as the ultimate designated person of the firm within ~~one month of~~ 3 months after this Instrument ~~coming~~ comes into force, until the regulator has accepted or refused the registration.

16.9 Registration of chief compliance officers		Registration of chief compliance officers		16.9 Registration of chief compliance officers

(1) If a person or company is a registered firm on the date this Instrument comes into force, section 11.3 [designating a chief compliance officer] does not apply to the firm		10.6 (1) If a person or company is a registered firm on the date this Instrument comes into force, section 2.10 [chief compliance officer] does not apply to the firm		~~10.6 (1) If a person or company is a registered firm on the date this Instrument comes into force, section 2.10 [chief compliance officer] does not apply to the firm~~

(a) until 3 months after this Instrument comes into force, or		(a) until one month after this Instrument comes into force, or		~~(a) until one month after this Instrument comes into force, or~~

(b) if an individual applies to be registered as the chief compliance officer of the firm within 3 months after this Instrument comes into force, until the regulator has accepted or refused the registration.		(b) if an individual applies to be registered as the chief compliance officer of the firm within one month of this Instrument coming into force, until the regulator has accepted or refused the registration.		(b) if an individual applies to be registered as the chief compliance officer of the firm within one month of this Instrument coming into force, until the regulator has accepted or refused the registration.

(2) If an individual applies to be registered as the chief compliance officer of a registered firm within 3 months after this Instrument comes into force and the individual was identified on the National Registration Database as the firm's compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual so long as he or she remains registered as the firm's chief compliance officer:		(2) If an individual applies, within one month of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is a registered firm on the date this Instrument comes into force, Division 1 [proficiency requirements] of Part 4 does not apply in respect of the individual.		(1) If a person or company is a registered firm on the date this Instrument comes into force, section 11.3 [designating a chief compliance office] does not apply to the firm

				(a) until 3 months after this Instrument comes into force, or

(a) section 3.6 [mutual fund dealer -- chief compliance officer], if the registered firm is a mutual fund dealer;		(3) Despite subsection (2), if an individual applies, within six months of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is acting as an investment fund manager on the date this Instrument comes into force, section 4.15 [investment fund manager -- chief compliance officer] does not apply in respect of the individual until 12 months after this Instrument comes into force.		(b) if an individual applies to be registered as the chief compliance officer of the firm within 3 months after this Instrument comes into force, until the regulator has accepted or refused the registration.
(b) section 3.8 [scholarship plan dealer -- chief compliance officer], if the registered firm is a scholarship plan dealer;				(2) If an individual applies, within one month of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is a registered firm on the date this Instrument comes into force, Division 1 [proficiency requirements] of Part 4 does not apply in respect of the individual.

(c) section 3.10 [exempt market dealer -- chief compliance officer], if the registered firm is an exempt market dealer;		(4) Despite subsection (2), if an individual applies, within six months of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is a dealer in the exempt market on the date this Instrument comes into force, section 4.10 [exempt market dealer -- chief compliance officer] does not apply in respect of the individual until 12 months after this Instrument comes into force.		(2) If an individual applies to be registered as the chief compliance officer of a registered firm within 3 months after this Instrument comes into force and the individual was identified on the National Registration Database as the firm's compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual so long as he or she remains registered as the firm's chief compliance officer;

(d) section 3.13 [portfolio manager -- chief compliance officer], if the registered firm is a portfolio manager.

(3) If an individual applies to be registered as the chief compliance officer of a registered firm within 3 months after this Instrument comes into force and the individual was not identified on the National Registration Database as the firm's compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual until one year after this Instrument comes into force:		(5) In subsection (4), "a dealer in the exempt market" means

		(a) a dealer who trades in securities referred to in subparagraph 2.1(1)(d)(i) (A), (B) or (C), or		(a) section 3.6 [mutual fund dealer -- chief compliance officer], if the registered firm is a mutual fund dealer;

		(b) a person or company who acts as an underwriter in respect of a distribution of securities that may be made under an exemption from the prospectus requirement.		(b) section 3.8 [scholarship plan dealer -- chief compliance officer], if the registered firm is a scholarship plan dealer;

(a) section 3.6 [mutual fund dealer -- chief compliance officer], if the registered firm is a mutual fund dealer;				(c) section 3.10 [exempt market dealer -- chief compliance officer], if the registered firm is an exempt market dealer;

(b) section 3.8 [scholarship plan dealer -- chief compliance officer], if the registered firm is a scholarship plan dealer;				(d) section 3.13 [portfolio manager -- chief compliance officer], if the registered firm is a portfolio manager.

(c) section 3.10 [exempt market dealer -- chief compliance officer], if the registered firm is an exempt market dealer;

(d) section 3.13 [portfolio manager -- chief compliance officer], if the registered firm is a portfolio manager.				(3) Despite subsection (2), if an individual applies, within six months of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is acting as an investment fund manager on the date this Instrument comes into force, section 4.15 [investment fund manager -- chief compliance efficer] does not apply in respect of the individual until 12 months after this instrument comes into force.

(4) In Ontario and Newfoundland and Labrador, despite paragraphs (2)(c) and (3)(c), if an individual applies to be registered as the chief compliance officer of an exempt market dealer within 3 months after this Instrument comes into force, section 3.10 [exempt market dealer -- chief compliance officer] does not apply in respect of the individual until one year after this Instrument comes into force.				(3) If an individual applies to be registered as the chief compliance officer of a registered firm within 3 months after this Instrument comes into force and the individual was not identified on the National Registration Database as the firm's compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual until one year after this Instrument comes into force:

				(a) section 3.6 [mutual fund dealer -- chief compliance officer], if the registered firm is a mutual fund dealer;

				(b) section 3.8 [scholarship plan dealer -- chief compliance officer], if the registered firm is a scholarship plan dealer;

				(c) section 3.10 [exempt market dealer -- chief compliance officer], if the registered firm is an exempt market dealer;

				(d) section 3.13 [portfolio manager -- chief compliance officer], if the registered firm is a portfolio manager.

				(4) Despite subsection (2), if an individual applies, within six months of this Instrument coming into force, to be registered as the chief compliance officer of a person or company that is a dealer in the exempt market on the date this Instrument comes into force, section 4.10 [exempt market dealer chief compliance officer] does not apply in respect of the individual until 12 months after this Instrument comes into force.

				(4) In Ontario and Newfoundland and Labrador, despite paragraphs (2)(c) and (3)(c), if an individual applies to be registered as the chief compliance officer of an exempt market dealer within 3 months after this Instrument comes into force, section 3.10 [exempt market dealer -- chief compliance officer] does not apply in respect of the individual until one year after this Instgrument comes into force.

				~~(5) In subsection (4), "a dealer in the exempt market" means~~

				~~(a) a dealer who trades in securities referred to in subparagraph 2.1(1)(d)(i)(A), (B) or (C), or~~

				~~(b) a person or company who acts as an underwriter in respect of a distribution of securities that may be made under an exemption from the prospectus requirement.~~

16.10 Proficiency for dealing and advising representatives		Grandfathered registrants		~~Grandfathered registrants~~ 16.10 Proficiency for dealing and advising representatives

(1) Subject to subsections (2) and (3), if an individual is registered as a dealing or advising representative in a category referred to in a section of Division 2 of Part 3 [education and experience requirements] on the day this Instrument comes into force, that section does not apply to the individual so long as the individual remains registered in the category.		4.16 (1) If, on the date this Instrument comes into force, an individual is registered in a category referred to in a section of this Division, the individual is exempt from that section.		~~4.16 (1) If, on the date this Instrument comes into force,~~ (1) Subject to subsections (2) and (3), if an individual is registeredas a dealing or advising representative in a category referred to in a section of ~~this Division, the individual is exempt from that section~~ Division 2 of Part 3 [education and experience requirements] on the day this Instrument comes into force, that section does not apply to the individual so long as the individual remains registered in the category.

		(2) Despite subsection (1), an individual who is a dealing representative of a scholarship plan dealer on the date this Instrument comes into force is exempt from section 4.7 [scholarship plan dealer -- dealing representative] until 12 months after this Instrument comes into force.

(2) Section 3.7 [scholarship plan dealer -- dealing representative] does not apply to an individual until one year after this Instrument comes into force if the individual is registered as a dealing representative of a scholarship plan dealer on the day this Instrument comes into force.				(2) ~~Despite subsection (1), an individual who is~~Section 3.7 [scholarship plan dealer -- dealing representative] does not apply to an individual until one year after this Instrument comes into force if the individual is registered as a dealing representative of a scholarship plan dealer on the ~~date~~ day this Instrument comes into force ~~is exempt from section 4.7 [scholarship plan dealer -- dealing representative] until 12 months after this Instrument comes into force~~.

(3) In Ontario and Newfoundland and Labrador, section 3.9 [exempt market dealer -- dealing representative] does not apply to an individual until one year after this Instrument comes into force if the individual is registered as a dealing representative of an exempt market dealer on the day this Instrument comes into force.

				(3) In Ontario and Newfoundland and Labrador, section 3.9 [exempt market dealer -- dealing representative] does not apply to an individual until one year after this Instrument comes into force if the individual is registered as a dealing representative of an exempt market dealer on the day this Instrument comes into force.

16.11 Capital requirements		Capital requirements		16.11 Capital requirements

(1) A person or company that is a registered firm on the day this Instrument comes into force is exempt from sections 12.1 [capital requirements] and 12.2 [notifying the regulator of a subordination agreement] if it complies with each provision listed in Appendix E [non-harmonized capital requirements] across from the name of the firm's principal jurisdiction.		10.10 (1) A person or company that is a registered firm on the date this Instrument comes into force is exempt from sections 4.18 [capital requirement] to 4.20 [subordination agreement -- notice requirement] if it complies with each provision listed in Appendix E [non-harmonized capital requirements] across from the name of the local jurisdiction.		~~10.10~~ (1) A person or company that is a registered firm on the ~~date~~ day this Instrument comes into force is exempt from sections ~~4.18~~12.1 [capital ~~requirement] to 4.20 [~~requirements] and 12.2 [notifying the regulator of a subordination agreement ~~- notice requirement~~] if it complies with each provision listed in Appendix E [non-harmonized capital requirements] across from the name of the ~~local~~ firm's principal jurisdiction.

(2) Subsection (1) is repealed one year after this Instrument comes into force.		(2) Subsection (1) expires 12 months after this Instrument comes into force.		(2) Subsection (1) ~~expires 12 months~~ is repealed one year after this Instrument comes into force.

16.12 Continuation of existing discretionary relief		New Provision		16.12 Continuation of existing discretionary relief

A person or company that was entitled to rely on an exemption, waiver or approval granted to it by a regulator or securities regulatory authority relating to a requirement under securities legislation or securities directions existing immediately before this Instrument came into force is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval.				A person or company that was entitled to rely on an exemption, waiver or approval granted to it by a regulator or securities regulatory authority relating to a requirement under securities legislation or securities directions existing immediately before this Instrument came into force is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval.

16.13 Insurance requirements		Insurance requirements		16.13 Insurance requirements

(1) A person or company that is a registered firm on the day this Instrument comes into force is exempt from sections 12.3 [insurance -- dealer] to 12.7 [notifying the regulator of a change, claim or cancellation] if it complies with each provision listed in Appendix F [non-harmonized insurance requirements] across from the name of the firm's principal jurisdiction.		10.11 (1) A person or company that is a registered firm on the date this Instrument comes into force is exempt from sections 4.21 [insurance -- dealer] to 4.25 [notice of change, claim or cancellation] if it complies with each provision listed in Appendix F - [non-harmonized insurance requirements] across from the name of the local jurisdiction.		~~10.11~~ (1) A person or company that is a registered firm on the ~~date~~ day this Instrument comes into force is exempt from sections ~~4.21~~12.3 [insurance -- dealer] to ~~4.25 [notice of~~ 12.7 [notifying the regulator of a change, claim or cancellation] if it complies with each provision listed in Appendix F - [non-harmonized insurance requirements] across from the name of the ~~local~~ firm's principal jurisdiction.

(2) In Québec, subsection (1), does not apply to a registered firm that is a mutual fund dealer or a scholarship plan dealer on the day this Instrument comes into force.		(2) Subsection (1) expires 6 months after this Instrument comes into force.		(2) ~~Subsection (1) expires~~ In Québec, subsection (1), does not apply to a registered firm that is a mutual fund dealer or a scholarship plan dealer on the day this Instrument comes into force.

(3) Subsections (1) and (2) are repealed 6 months after this Instrument comes into force.				(3) Subsections (1) and (2) are repealed 6 months after this Instrument comes into force.

16.14 Relationship disclosure information		Relationship disclosure information		16.14 Relationship disclosure information

(1) Section 14.2 [relationship disclosure information] does not apply to a person or company that is a registrant on the day this Instrument comes into force.		10.7 (1) Section 5.4 [providing relationship disclosure information] does not apply to a person or company that is a registrant on the date this Instrument comes into force.		~~10.7~~ (1) Section ~~5.4~~14.2 [ ~~providing~~ relationship disclosure information] does not apply to a person or company that is a registrant on the ~~date~~ day this Instrument comes into force.

(2) Subsection (1) is repealed one year after this Instrument comes into force.		(2) Subsection (1) expires 6 months after this Instrument comes into force.		(2) Subsection (1) ~~expires 6 months~~ is repealed one year after this Instrument comes into force.

16.15 Referral arrangements		Referral arrangements		16.15 Referral arrangements

(1) Division 3 [referral arrangements] of Part 13 does not apply to a person or company that is a registrant on the day this Instrument comes into force.		10.9 (1) Division 2 [referral arrangements] of Part 6 does not apply to a person or company that is a registrant on the date this Instrument comes into force.		~~10.9~~ (1) Division 23 [referral arrangements] of Part 613 does not apply to a person or company that is a registrant on the ~~date~~ day this Instrument comes into force.

(2) Subsection (1) is repealed 6 months after this Instrument comes into force.		(2) Subsection (1) expires 6 months after this Instrument comes into force.		(2) Subsection (1) ~~expires~~ is repealed 6 months after this Instrument comes into force.

16.16 Complaint handling		Complaint handling		16.16 Complaint handling

(1) In each jurisdiction of Canada except Québec, section 13.16 [dispute resolution service] does not apply to a person or company that is a registered firm on the day this Instrument comes into force.		10.8 (1) In each jurisdiction of Canada except Québec, a person or company that is a registered firm on the date this Instrument comes into force is exempt from section 5.29 [dispute resolution service] and section 5.31 [reporting to the securities regulatory authority].		~~10.8~~ (1) In each jurisdiction of Canada except Québec, section 13.16 [dispute resolution service] does not apply to a person or company that is a registered firm on the ~~date~~ day this Instrument comes into force ~~is exempt from section 5.29 [dispute resolution service] and section 5.31 [reporting to the securities regulatory authority]~~.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .		(2) Subsection (1) expires 6 months after this Instrument comes into force.		(2) Subsection (1) ~~expires 6 months~~ is repealed 2 years after this Instrument comes into force.

16.17 Client statements -- mutual fund dealers		New Provision		16.17 Client statements -- mutual fund dealers

(1) Section 14.14 [client statements] does not apply to a person or company that is a mutual fund dealer on the day this Instrument comes into force.				(1) Section 14.14 [client statements] does not apply to a person or company that is a mutual fund dealer on the day this Instrument comes into force.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .				(2) Subsection (1) is repealed 2 years after this Instrument comes into force .

16.18 Transition to exemption -- international dealers		New Provision		16.18 Transition to exemption -- international dealers

(1) This section applies in Ontario and Newfoundland and Labrador.				(1) This section applies in Ontario and Newfoundland and Labrador.

(2) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, its registration in that category is revoked.				(2) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, its registration in that category is revoked.

(3) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, paragraphs 8.18(3)(e) and 8.18(4)(b) [international dealer] do not apply to the person or company until one month after this Instrument comes into force.				(3) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, paragraphs 8.18(3)(e) and 8.18(4)(b) [international dealer] do not apply to the person or company until one month after this Instrument comes into force.

16.19 Transition to exemption -- international advisers		New Provision		16.19 Transition to exemption -- international advisers

(1) This section applies in Ontario.				(1) This section applies in Ontario.

(2) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force.				(2) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force.

(3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked.				(3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked.

(4) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force.				(4) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force.

16.20 Transition to exemption -- portfolio manager and investment counsel (foreign)		New Provision		16.20 Transition to exemption -- portfolio manager and investment counsel (foreign)

(1) This section applies in Alberta.				(1) This section applies in Alberta.

(2) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force.				(2) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force.

(3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked.				(3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked.

(4) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force.				(4) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force.

Part 17 When this Instrument comes into force

17.1 Effective date		Effective date		17.1 Effective date

(1) Except in Ontario, this Instrument comes into force on September 28, 2009.		11.1 This instrument comes into force on [•].		~~11.1 This instrument comes into force on [•].~~

(2) In Ontario, this Instrument comes into force on the later of the following:				(1) Except in Ontario, this Instrument comes into force on September 28, 2009.

(a) September 28, 2009;				(2) In Ontario, this Instrument comes into force on the later of the following:

(b) the day on which sections 4, 5 and subsections 20(1) to (11) of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force.				(a) September 28, 2009;

				(b) the day on which sections 4, 5 and subsections 20(1) to (11) of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force.

FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL		Form 31-103F1 Calculation of excess working capital		~~Form~~ FORM 31-103F1 ~~Calculation of excess working capital~~ CALCULATION OF EXCESS WORKING CAPITAL

FORM 31-103F2 SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE		Form 31-103F2 Submission to jurisdiction and appointment of agent for service		FORM 31-103F2 SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

				~~Form 31-103F2 Submission to jurisdiction and appointment of agent for service~~

FORM 31-103F3 USE OF MOBILITY EXEMPTION		Form 31-103F3 Notice of principal regulator		~~Form~~ FORM 31-103F3 ~~Notice of principal regulator~~ USE OF MOBILITY EXEMPTION

APPENDIX A - BONDING AND INSURANCE CLAUSES		APPENDIX A -- Bonding and insurance clauses		APPENDIX A -- ~~Bonding and insurance clauses~~ BONDING AND INSURANCE CLAUSES

APPENDIX B - SUBORDINATION AGREEMENT		APPENDIX B -- Subordination Agreement		APPENDIX B -- ~~Subordination Agreement~~ SUBORDINATION AGREEMENT

APPENDIX C - NEW CATEGORY NAMES -- INDIVIDUALS		APPENDIX C - New category names -- firms		APPENDIX C -- ~~New category names -- firms~~ NEW CATEGORY NAMES - INDIVIDUALS

APPENDIX D -- NEW CATEGORY NAMES - FIRMS		APPENDIX D - New category names -- individuals		APPENDIX D -- ~~New category names -- individuals~~ NEW CATEGORY NAMES - FIRMS

APPENDIX E - NON-HARMONIZED CAPITAL REQUIREMENTS		APPENDIX E -- Non-harmonized capital requirements		APPENDIX ~~E -- Non-harmonized capital requirements~~E - NON-HARMONIZED CAPITAL REQUIREMENTS

APPENDIX F -- NON-HARMONIZED INSURANCE REQUIREMENTS		APPENDIX F -- Non-harmonized insurance requirements		APPENDIX ~~F -- Non-harmonized insurance requirements~~F -- NON-HARMONIZED INSURANCE REQUIREMENTS