Ontario Securities Commission Bulletin

Issue 33/25s2 - June 25, 2010

Ont. Sec. Bull. Issue 33/25s2

Table of Contents

NOTICE AND REQUEST FOR COMMENTS PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 31-103, NATIONAL INSTRUMENT 33-109 AND ONTARIO SECURITIES COMMISSION RULE 33-506

CSA Notice and Request for Comments -- National Instrument 31-103 Registration Requirements and Exemptions, National Instrument 33-109 Registration Information and to Related Policies and Forms

Appendix A: Amendments to National Instrument 31-103 Registration Requirements And Exemptions

Appendix B: National Instrument 31-103 Registration Requirements And Exemptions, Blacklined To Show Changes To N 31-103

Appendix C: Companion Policy 31-103 Registration Requirements and Exemptions, Blacklined to Show Changes to the Current Companion Policy 31-103CP

Appendix D: Amendments To National Instrument 33-109 Registration Information

Appendix E: National Instrument 33-109 Registration Information, Blacklined To Show Changes To NI 33-109

Appendix F: Companion Policy 33-109CP Registration Information, Blacklined To Show Changes To The Current Companion Policy 33-109CP

Appendix G: CSA Staff Notice 31-315 Omnibus / Blanket Orders Exempting Registrants From Certain Provisions Of National Instrument 31-103 Registration Requirements And Exemptions

Notice of and Request for Comment on Proposed Amendments to OSC Rule 33-506 (Commodity Futures Act) Registration Information

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CSA Notice and Request for Comments -- National Instrument 31-103 Registration Requirements and Exemptions, National Instrument 33-109 Registration Information and to Related Policies and Forms

NOTICE OF AND REQUEST FOR COMMENT ON

PROPOSED AMENDMENTS TO

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS,

NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION

AND TO RELATED POLICIES AND FORMS

Introduction

The Canadian Securities Administrators (the CSA or we) are seeking comments on proposals to amend the current regulatory framework for dealers, advisers and investment fund managers contained in National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103 or the Rule) and in Companion Policy 31-103 CP Registration Requirements and Exemptions (the Companion Policy). We refer to the Rule and Companion Policy as the "Instrument".

The Instrument, together with amendments to National Instrument 31-102 National Registration Database (NI 31-102) and to National Instrument 33-109 Registration Information (NI 33-109), came into force on September 28, 2009 and introduced a new national registration regime that is harmonized, streamlined and modernized.

We indicated in the Notice dated July 17, 2009 (the 2009 Notice) that we would propose amendments to the Instrument if investor protection, market efficiency or other regulatory concerns arose. We are now proposing amendments following our monitoring of the implementation of the Instrument and our continuing dialogue with stakeholders about questions and concerns that have arisen with practical experience of working with the Instrument.

We are also seeking comments on proposals to amend NI 33-109, as well as related policies and forms (collectively, the NRD Amendments). We are not proposing amendments to NI 31-102.

The proposed amendments are indicated in the appendices to this Notice and the more significant among them are summarized below. We are soliciting comments on all of the proposed amendments, as well as some additional proposals that are discussed in this Notice.

We think the effect of the amendments we are proposing, which range from technical adjustments to more substantive matters, would be to enhance investor protection and improve the day-to-day operation of the Instrument for both industry and regulators.

The comment period will end on September 30, 2010.

Contents of this Notice

This Notice consists of the following sections

1. Impact on investors

2. Summary and purpose of the proposed amendments to the Instrument

3. Summary and purpose of the proposed NRD Amendments

4. Ongoing CSA work on the framework for registrant regulation

5. Authority for the proposed amendments

6. Alternatives considered

7. Unpublished materials

8. Anticipated costs and benefits

9. Request for comments

10. Where to find more information

This Notice contains the following appendices:

• Appendix A -- Amendments to National Instrument 31-103 Registration Requirements and Exemptions

• Appendix B -- National Instrument 31-103 Registration Requirement and Exemptions, blacklined to show changes to NI 31-103

• Appendix C -- Companion Policy 31-103 Registration Requirements and Exemptions, blacklined to show changes to the current Companion Policy 31-103CP

• Appendix D -- Amendments to National Instrument 33-109 Registration Information

• Appendix E -- National Instrument 33-109 Registration Information, blacklined to show changes to NI 33-109

• Appendix F -- Companion Policy 33-109CP Registration Information, blacklined to show changes to the current Companion Policy 33-109CP, and

• Appendix G -- CSA Staff Notice 31-315 Omnibus / blanket orders exempting registrants from certain provisions of NI 31-103 Registration Requirements and Exemptions

1. Impact on investors

We expect that the following proposed amendments will be of particular interest to investors:

• the proposed guidance in the Companion Policy on the firm's complaint handling policies and procedures and the proposed changes to the dispute resolution service requirements (summarized under "Complaints"), and

• our request for comments on the question as to what securities should be included in account statements sent to clients (see the discussion under "Account activity reporting").

2. Summary and purpose of the proposed amendments to the Instrument

The amendments we propose include proposals to

• make various minor drafting changes to the Rule and clarifications to the guidance in the Companion Policy in order to give better effect to our original intent and to codify staff administrative practice that is in keeping with the original intent of NI 31-103 and NI 33-109

• give effect to omnibus / blanket relief orders described in CSA Staff Notice 31-315 Omnibus / blanket orders exempting registrants from certain provisions of NI 31-103 Registration Requirements and Exemptions (attached as Appendix G to this Notice); most of these relief orders address issues relating to the transition from the old registration regime to the new regime introduced with the Instrument

• incorporate into the Companion Policy some of the guidance which we published on December 18, 2009 and February 5, 2010 as Frequently Asked Questions (FAQ); these FAQs are available on the websites of most of the CSA members

• add an obligation for registered representatives to understand the structure, features and risks of each security they recommend

• propose guidance in the Companion Policy which would guide registrants in meeting the requirement to document complaints and to fairly and effectively respond to them

• amend the requirement to the obligation of the registered firm to ensure independent resolution or mediation services in cases where the complaint relates to a trading or advising activity, a breach of client confidentiality, theft, fraud, misappropriation or forgery, misrepresentation, an undisclosed or prohibited conflict of interest or personal financial dealings with a client

• add obligations for investment fund managers to deliver trade confirmations and account statements to investors who deal directly with them, rather than through a dealer

• address the impact of the coming introduction of International Financial Reporting Standards (IFRS) on the valuation of securities for purposes of NI 31-103

• remove certain non harmonized provisions with respect to the mutual fund dealer category

• grant additional exemptions to members of self regulatory organizations (SROs) where the SRO rules adequately cover the same regulatory risks, and

• extend certain exemptions to circumstances that are consistent with the original policy intent of the rule

We summarize in this section and in section 3 of this Notice the more significant proposed amendments and additional matters for which we would like to receive comments. We follow, in this section, the same order as the provisions in the Instrument.

Title of the Rule

We intend to change the title of NI 31-103 to Registration Requirements, Exemptions and Ongoing Registrant Obligations in order to better reflect its breadth and scope, which extends beyond initial registration.

Amendments relating to International Financial Reporting Standards (IFRS)

We are proposing to update the terminology used in NI 31-103 and the Companion Policy by replacing the term market value with the term fair value in view of the upcoming changeover to IFRS. As a result of this change, where a person or company is required in NI 31-103 to determine the fair value of a security, the fair value must be determined in accordance with IFRS.

This change is proposed in

• section 8.22 [Small security holder selling and purchase arrangements] of NI 31-103

• section 14.14 [Account statements] of NI 31-103

• Form 31-103 F1 Calculation of excess working capital, and

• section 1.2 of the Companion Policy, in the guidance relating to the determination of assets under paragraph (o) of the definition of permitted clients

See Account activity reporting -- Fair value in account statements in this Notice for a detailed discussion of the proposed changes to section 14.14 of NI 31-103 and of the guidance we propose to add in the Companion Policy.

See also section 3 of this Notice, Summary and purpose of the proposed NRD Amendments, for a description of the change to fair value in

• Form 33-109F4 Registration of Individuals and Review of Permitted Individuals

• Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals

Proficiency requirements

(a) Section 3.3 -- Time limits on examination requirements

Elimination of the 12 month period within the 36 month time limit

We do not propose to change the 36 month time limit for the currency of the examinations but we do propose clarifications to this regime. We have received comments on the level of complexity of section 3.3 of NI 31-103, for which we propose a new formulation. We have also considered a recommendation that the individual be registered at any time during the 36 months before the date the individual applied for registration, rather than for any 12 months during the 36 month period. We agree and propose to amend section 3.3(2)(a) of NI 31-103 accordingly.

Suspensions during the 36 month period

We also propose to add a new subsection (3) to section 3.3 of NI 31-103 which would clarify that for purposes of calculating the 36 month time limit, an individual would not be considered to have been registered during any period in which the individual's registration was suspended. Our intent remains that the individual was actively registered at any time during the 36 month period.

We propose to add guidance in the Companion Policy to the effect that the regulator may consider the length of time between any suspension and reinstatement of registration during the 36 month period.

CFA Charter and Canadian Investment Manager (CIM) designation

We also received comments indicating that it is not practical to expect an individual who currently holds the CFA Charter or the CIM designation to complete these programs again after the expiry of the 36 month period. We agree and propose to amend section 3.3 of NI 31-103 in order to repeal references to these programs. The time limits would therefore not apply to the CFA Charter or the CIM designation.

(b) Proficiency -- initial and on going

We propose to add in section 3.4 of NI 31-103 a requirement that the registered representative understand the structure, features and risks of each security the individual recommends to the client. This proposed change reflects the CSA's view that in depth knowledge of all securities a registrant recommends is a fundamental component of the proficiency requirement.

(c) Codification of February 26, 2010 omnibus / blanket relief orders relating to the proficiency transition provisions in sections 16.9(2) and 16.10(1)

We propose to codify the omnibus / blanket relief order issued by each member of the CSA on February 26, 2010 in order to entrench the proficiencies which are the object of the transition provisions in sections 16.9(2) and 16.10(1) of NI 31-103.

These changes would apply to chief compliance officers of mutual fund dealers and exempt market dealers, and to their dealing representatives, and would continue the transition/grandfathering provisions for certain chief compliance officers and certain dealing or advising representatives where their firm adds registration in another jurisdiction.

See Appendix G to this Notice for details of the relief order.

(d) Proposed exemption from the Canadian Securities Course (CSC) Exam for chief compliance officers of portfolio managers and investment fund managers

Under this proposal, individuals having the CFA Charter would not be required to pass the CSC Exam in order to meet the proficiency requirements of the chief compliance officer of a portfolio manager or an investment fund manager. We consider that substantially all matters covered by the CSC are also covered in the CFA Charter. We therefore propose to amend sections 3.13 and 3.14 of NI 31-103 accordingly.

Restrictions on registered individuals

We propose to include in section 4.1 of NI 31-103 a new sub-paragraph (2)(b), which would prohibit an advising, associate advising and dealing representative from being registered with another registered firm.

Our view is that the conflicts of interest in such cases are generally too serious to permit an individual to be sponsored by different firms, and our intent is not to allow for such multiple registrations except in exceptional circumstances. This was the case in some jurisdictions before NI 31-103 was adopted.

We are proposing guidance in the Companion Policy on how we would deal with exemption applications from section 4.1(2)(b) on a case by case basis, noting that affiliation of the firms may be a relevant factor in our evaluation.

Categories of registration for firms -- mutual fund dealers

(a) Labour-sponsored investment fund corporations and labour-sponsored capital corporations in Québec

We propose to repeal the exception for Québec mutual fund dealers in section 7.1(2)(b)(ii), in order to harmonize with the other CSA jurisdictions in this area.

(b) Scholarship plans, educational plans and educational trusts in British Columbia

We propose to repeal section 7.1(3) of NI 31-103 since we are now confident that no members of the Mutual Fund Dealers Association of Canada (MFDA) in British Columbia employ salespersons who trade scholarship or educational plans without the dealer also being registered as a scholarship plan dealer, and that no mutual fund dealers who are not MFDA members employ any salespersons who also trade scholarship or educational plans. This change would be made to harmonize with the other CSA jurisdictions in this area.

Registration exemptions

We are proposing amendments to the following registration exemptions:

(a) Section 8.6 [Adviser -- non-prospectus qualified investment fund]

We propose to eliminate the restriction of this exemption to non-prospectus qualified investment funds, and allow all investment fund securities to be traded by an adviser to managed accounts of the adviser's clients without the adviser having to register as a dealer. We have concluded that there is not a sufficient distinction between prospectus-qualified funds and pooled funds in the context of a managed account relationship to warrant treating them differently for purposes of this exemption. The section would be re-titled Investment fund trades by adviser to managed accounts. We do not propose to change the other conditions to the exemption.

(b) Section 8.18 [International dealer]

Technical change

We propose to repeal sub-paragraphs (e) and (f) from section 8.18(2) since we think these sub-paragraphs are redundant with sub-paragraphs (b), (c) and (d) of section 8.18(2) which deal with permitted clients, including by definition an investment dealer.

Clarifying the Canadian residency requirement for permitted clients

We propose to add an express Canadian residency requirement in the conditions of this exemption, by reformulating subsection 8.18(3)(d) to add that the permitted client must be a resident of Canada; this change is proposed to clarify our intent that the exemption may not be relied upon to trade with foreign clients. A corresponding change is also proposed in section 8.26 [International adviser] of NI 31-103.

Client notice requirement

We seek to clarify the contents of the notice which must be provided to clients before any advice can be given to the client. The changes we propose are indicated in the following chart:

Corresponding changes are also proposed in section 8.26 [International adviser] of NI 31-103.

Annual notice

We propose changing the date on which the regulator must be notified annually of the reliance on this exemption, to December 1. We are of the view that this change would simplify the administrative process. A corresponding change is also proposed in section 8.26 [International adviser] of NI 31-103.

Adviser registration exemption for advice given in connection with an activity or trade under the international dealer exemption

We propose to add, in a new subsection 8.18(7) of NI 31-103, an adviser registration exemption for the person or company relying on the section 8.18 dealer registration exemption. This exemption would be restricted to advice provided to the client in connection with trading activity permitted under section 8.18, and would not extend to a managed account of a client.

This new exemption parallels the adviser registration exemption for a registered dealer in section 8.23 of NI 31-103 and is proposed to provide greater certainty that it is not our intention for a dealer relying on section 8.18 to have to register as an adviser only because there is an element of advising associated with recommending trades made on reliance upon this exemption.

Exemption from other NI 31-103 requirements if the other requirements apply only to activities or trades under the international dealer exemption

We propose to clarify, in a new subsection 8.18(8) of NI 31-103, our intent that if a person or company relies on the registration exemption in section 8.18 for trades with permitted clients, but is also registered to conduct other activities in Canada, requirements applicable to its registration do not apply where it acts in reliance on the exemption.

For example, a foreign firm might register as a portfolio manager and also conduct trades contemplated under section 8.18. In respect of its portfolio management activities, the foreign firm would be required to provide the notice to clients required under section 14.5, and like all portfolio managers, to provide account statements to the clients.

However, the foreign firm would not be required to do so for the permitted clients on whose behalf it trades under the international dealer exemption, so long as it complied with the conditions of section 8.18.

A corresponding change is also proposed in section 8.26 [International adviser] of NI 31-103.

(c) Section 8.22 [Small security holder selling and purchase arrangements]

As indicated above, we propose to replace the term market value with fair value in section 8.22(2)(d) in view of the upcoming changeover to IFRS.

(d) Section 8.26 [International adviser]

Aggregate consolidated gross revenue

We propose to clarify, in section 8.26(4)(d) of NI 31-103, our intent that the adviser's aggregate consolidated gross revenue is to be determined as at the end of its most recently completed financial year, rather than on an ongoing basis during that year.

Clarifying Canadian residency requirement for permitted clients

We propose to add a Canadian residency requirement in the conditions of this exemption, by adding subsection 8.26(4)(g) of NI 31-103. Expressly stating that the permitted client must be a resident of Canada clarifies our intent that the exemption may not be relied upon to trade with foreign clients.

A corresponding change is also proposed in section 8.18 [International dealer] of NI 31-103.

Client notice requirement

We seek to clarify the contents of the notice which must be provided to clients before any advice can be given to the client. The changes we propose are indicated in the following chart:

Corresponding changes are also proposed in section 8.18 [International dealer] of NI 31-103.

Annual notice

We propose changing the date on which the regulator must be notified annually of the reliance on this exemption, to December 1. We are of the view that this change would simplify the administrative process. A corresponding change is also proposed in section 8.18 [International dealer] of NI 31-103.

Incidental advice on Canadian securities

We are proposing additional guidance on section 8.26(3) in the Companion Policy concerning what is meant by advice with respect to Canadian securities which is "incidental" to providing advice on a foreign security. We clarify that this is not a 'carve out' that allows some portion of a permitted client's portfolio to be made up of Canadian securities chosen by the international adviser without restriction.

Membership in a self regulatory organization (SRO)

(a) Expanding the exemptions from certain requirements of NI 31-103 for SRO members

Lending to clients

We propose to provide the MFDA with the same exemption provided to members of the Investment Industry Regulatory Association of Canada (IIROC) relating to the prohibition on lending to clients set out in section 13.12 on NI 31-103. This proposal is made on the basis that MFDA has a member rule prohibiting lending to clients except in very limited circumstances.

Handling complaints

As stated in the 2009 Notice, we take the view that SROs have a critical role in setting registration requirements and standards for their members. Following recent SRO rule amendments, we propose expanding the exemptions for SRO members by adding section 13.15 [Handling complaints] to sections 9.3 and 9.4 of NI 31-103.

Client accounts

We are considering providing an exemption from the application of section 14.14 [Client statements] for SRO members. Our final recommendation will depend on whether the SROs have rule amendments, which correlate with the amendments we are proposing to section 14.14, in force by the time the proposed amendments to NI 31-103 would come into force. We discuss the alternatives for changes to section 14.14 in this Notice (see Account Statements in this Notice).

(b) MFDA member firms registered in other categories

General principle

We remind firms that if an SRO member is registered in another category, sections 9.3 and proposed section 9.4 do not exempt them from their obligations as a registrant in that other category. To make this intent clear, we propose to add a Rule provision which would provide that a firm that is a member of the MFDA and is also registered as an exempt market dealer, investment fund manager or scholarship plan dealer, is not exempt from certain sections of Part 12 Financial Condition of NI 31-103.

Specific exemption

We propose to allow SRO members to use the Financial Questionnaire and Report of their SRO instead of Form 31-103F1 Calculation of Excess Working Capital for the purpose of their annual and quarterly financial filings (subsections 12.12(2.1), 12.14(4) and 12.14(5)) and for the purpose of calculating excess working capital (subsections 12.1(5) and (6)) provided certain conditions are met.

(c) Mutual fund dealers registered in Québec

We propose to amend the drafting of section 9.3(6) (which would be renumbered 9.4(5)) to clarify the non application of certain provisions of the Rule to mutual fund dealers registered in Québec (Québec mutual fund dealers). Québec mutual fund dealers are not required to be members of the MFDA. The requirements listed in subsection 9.3(1) do not apply to Québec mutual fund dealers if equivalent requirements are applicable to them under the regulations in Québec. If no such equivalent requirements are applicable, they must comply with the provisions of NI 31-103.

Compliance system

Proposed revised guidance

We are proposing enhanced guidance in the Companion Policy on the risks that may be mitigated by a firm's internal controls and the distinction between monitoring and supervision.

Designating an ultimate designated person (UDP)

We propose to amend section 11.2 of NI 31-103 by adding a new subsection which would clarify that if the firm does not have a chief executive officer (CEO), the firm may designate, as its UDP, an individual acting in a capacity similar to a CEO.

We are also proposing to clarify in section 11.2 that the officer in charge of a division of the firm may be designated as the firm's UDP, but only to the extent that the firm has significant other business activities.

Finally, we propose enhanced guidance in the Companion Policy on the UDP designation.

Know your client (KYC)

Paragraph 13.2(2)(b) of NI 31-103 provides that a registrant must take reasonable steps to establish whether a client is an insider of a reporting issuer or any other issuer whose securities are publicly traded. We propose to

• codify in section 13.2 of NI 31-103 the omnibus / blanket relief order granted on February 26, 2010 by each CSA member in respect of mutual fund dealers and mutual fund dealer representatives; see Appendix G to this Notice for additional information on the omnibus / blanket relief order

• extend this exemption to scholarship plan dealers as well as their representatives, and

• include as a condition of the exemption that the registrant not be registered in any other category, as indicated in proposed section 13.2(7) of NI 31-103

The purpose of the omnibus / blanket relief order and the proposed amendment is to recognize that only in very rare circumstances will a trade in mutual fund or scholarship plan securities give rise to insider trading concerns. We think it would be a good practice when selling highly concentrated pooled funds to enquire whether a client is an insider of securities in the fund, notwithstanding this exemption, and we propose this practice as guidance in the Companion Policy.

Suitability

We propose to amend the Companion Policy to set out expressly our view that in all cases, we expect registrants to be able to demonstrate a process for making suitability determinations that are appropriate in the circumstances.

Conflicts of interest

We propose to amend section 13.5 of NI 31-103 by deleting the word registered before the word adviser in order for this section to apply to all advisers, including registered dealers that are members of IIROC and that conduct advising activities (IIROC advisers). IIROC advisers are not necessarily registered in the adviser category but we are of the view that they should be held to the same standards and restrictions on managed account transactions. Section 13.5 of NI 31-103 would therefore apply to both registered advisers and IIROC advisers. We expect that the IIROC rules would be amended to reflect this change.

We propose amending the Companion Policy by adding guidance on individuals who serve on a board of directors, by including guidance on section 4.1 of NI 31-103.

Referral arrangements

We propose to amend sections 13.8, 13.9 and 13.10 of NI 31-103 in order to

• clarify section 13.8(a) by stating that a registered firm, or a registered individual whose registration is sponsored by the registered firm (instead of the registrant), must not participate in a referral arrangement with another person or company

• clarify the contractual arrangement requirements: our intent is that only the registered firm is required to be a party to a written agreement, and therefore paragraph (a) of section 13.8 would require only a written agreement between the registered firm and the person or company

• provide in paragraph (b) of section 13.8 that the registered firm is required to record all referral fees, but repeal the words on its records in paragraph (b) of section 13.8 in favour of additional guidance on keeping records of referral fees

• adjusting the due diligence requirements in section 13.9 by providing that the registered firm, and not the registrant, is held to the due diligence requirement with respect of the qualifications of the person or company to whom the referral is made

• replacing the words referral arrangement with agreement in section 13.10 of NI 31-103, which better reflects our intent

We propose to further amend the guidance on referral arrangements in the Companion Policy in order to indicate that registered firms are responsible for monitoring and supervising all of their referral arrangements to ensure that they are compliant with the requirements of NI 31-103 and other applicable securities laws, and continue to be compliant for so long as they remain in place.

Complaints

Handling complaints

We stated in the 2009 Notice that the CSA was working with the SROs on a harmonized complaint handling regime. We indicated that once this harmonization work was completed, we would propose amendments to the Rule and the Companion Policy to give effect to the harmonized framework for handling complaints for non-SRO members.

We have now completed our development work with the SROs, whose rules and policies on complaints are now in force, and are proposing amendments to the Companion Policy which would guide registrants in meeting the requirement to document complaints and to fairly and effectively respond to them.

This guidance covers what the firm's complaint handling policies and procedures should include, recommendations as to the manner of responding to both verbal complaints and complaints in writing, as well as the time within which the complaint should be dealt with.

We are currently preparing a proposal for reporting complaints to the regulator, which we will publish subsequently.

Dispute resolution service

We propose an amendment to section 13.16 of NI 31-103 which would change the obligation of the registered firm to ensure independent dispute resolution or mediation services. These services would need to be made available with respect to complaints relating to the following matters:

• a trading or advising activity

• a breach of client confidentiality

• theft, fraud, misappropriation or forgery

• misrepresentation

• an undisclosed or prohibited conflict of interest

• personal financial dealings with a client

Québec registrants

We remind Québec registrants that they must comply at all times with sections 168.1.1 to 168.1.3 of the Securities Act (Québec).

Notice to clients by non-resident registrants

We propose to amend section 14.5 of NI 31-103 to codify the omnibus / blanket relief order issued by each member of the CSA on February 26, 2010 in order to exempt firms whose head office is in Canada from the requirement to provide the notice to clients required in section 14.5 if the firm has a physical place of business in the jurisdiction where the client resides.

The notice requirement in this section is more appropriate to a registrant that does not have a physical place of business in the jurisdiction.

See Appendix G to this Notice for details of the omnibus / blanket relief order.

Account activity reporting

(a) Trade confirmations and account statements

We propose to amend section 14.12(1) of NI 31-103 in order to allow a registered dealer to send a trade confirmation directly to the adviser acting for the client, if the client consents in writing to this arrangement.

We also propose to require, by adding subsection (5) to section 14.12, that a registered investment fund manager send a trade confirmation to a security holder when the investment fund manager executes a redemption order received directly from the security holder.

We think these changes would reflect current industry practice since security holders can address redemption orders to investment fund managers directly and there is, in our opinion, no policy rationale for clients not to receive a trade confirmation from the investment fund manager in these circumstances. We propose new guidance on section 14.12 in the Companion Policy.

Finally, we propose to require, by adding section 14.14(3.1) that the investment fund manager send an account statement to the security holder, at least once every 12 months, if there is no dealer of record for the security holder on the records of the investment fund manager.

We specifically invite comments on whether investment fund managers do or can have systems in place to send an account statement to the security holder if there is no dealer of record for the security holder on the records of the investment fund manager.

(b) Fair value in account statements

We propose to amend section 14.14 by adding subsection (5.1) in order to require registered firms, except in limited circumstances, to use fair value under IFRS for valuing securities in client statements. We are proposing detailed guidance in the Companion Policy on how we expect this requirement to be met, including the limited circumstances where a registered dealer or adviser concludes it is not able to determine a reliable fair value after using all reasonable efforts to apply IFRS valuation techniques.

We are also considering amending NI 31-103 in the future to codify that where the fair value of a security in an account statement is determined other than by reference to an active market, registered firms should provide additional disclosure concerning the valuation methodology used, including an explanation that fair value is not market value and is not necessarily representative of the amount that the client will receive should they sell the security. This is currently proposed as guidance in the Companion Policy.

(c) Reporting on each security position in the account

Should registered firms be required to include client name securities on account statements?

Section 14.14 requires a registered firm to deliver periodic account statements to each of its clients. The statements list the securities owned by a client that have been purchased through the registered firm. Currently, all registered firms report on securities they hold or control. They may or may not also report on securities that they have sold to clients, but do not hold or control, for example, securities registered in a client's name on an issuer's books ("client name" securities) or securities held in certificate form by the client.

Mutual fund dealers and scholarship plan dealers typically provide statements to clients that include all securities sold to them, regardless of how the securities are held. This is also the common practice for portfolio managers. Investment dealers do not usually include client name securities in their account statements. Currently, there is no established practice for the new category of exempt market dealer. Exempt market securities are typically held in client name.

We are considering amending section 14.14 to clarify whether client statements only need to include securities held or controlled by a firm or whether they need to also include client name securities.

Requiring registered firms to report on client name securities would provide investors with more complete information about the securities sold to them by a registered firm, including the fair value of their portfolio. It would also standardize client account reporting among registered firms.

We recognize that including client name securities in account statements would place a burden on registered firms to collect and send information about securities that they do not hold or control. We are seeking comments on how to balance what is a potential benefit to investors with the anticipated costs to industry of requiring client name securities to be included in account statements.

We would like your feedback on the following questions. We also welcome your comments on any other factors that we should consider and on this proposal in general. Until any new requirements relating to this issue come into force, we encourage registered firms that currently report on client name securities to continue to do so according to their existing practice. We will not consider registered firms that do not currently report on client name securities to have a compliance deficiency if they continue not to report on client name securities.

While our questions are directed with reference to dealers and advisers, investment fund managers are encouraged to comment on this issue as well, as we are also proposing to add a new requirement for them to provide account statements where there is no dealer of record for a security holder (see section 14.14(3.1)). Depending on the outcome of these amendments, we may need to revise the requirement for investment fund managers to provide account statements where there is no dealer of record to ensure the requirement meets its objective.

Questions

1. Investors may not be aware that securities are held in different ways or understand the implications for account reporting of holding securities in one way or another. To what extent would investors benefit from including client name securities on their account statements? For example, would including client name securities ensure that account statements provide investors with a more complete picture of their portfolio?

2. If client name securities were required in account statements we would require registered firms to use IFRS to determine the fair value of client name securities. Some securities held in client name are illiquid and do not have a value that can be determined by reference to an active market. Would including the fair value of illiquid securities on account statements be useful to investors?

3. We understand that many registered firms that currently include client name securities in their account statements have arrangements with the issuer to regularly update them on the securities owned by a client. In what circumstances does this practice work? In what circumstances might this practice be impractical or unduly burdensome? How common are those circumstances?

4. Other than entering into an arrangement with the issuer, how else could registered firms collect information on what client name securities a client owns? How would these alternatives work and what costs would be involved?

5. What changes would registered firms need to make to their account statement procedures to include client name securities? How difficult or costly would these be?

6. Under section 14.14, registered firms are only required to provide account statements to "clients". When do you consider a client relationship to start and end? What factors should be considered in determining whether a client relationship has ended?

7. If client name securities were required in account statements, are there any circumstances where a registered firm should be exempt from the requirement to provide reporting on client name securities? For example, should certain types of clients, investment products or transactions be exempt? Why? (We would expect to exempt client name securities held in certificate form by the client, in Delivery against Payment (DAP) accounts and in Receipt against Payment (RAP) accounts.)

8. If client name securities were required in account statements, should there be a transition period to give registered firms time to change their account statement procedures? How long should the transition period be?

3. Summary and purpose of the proposed NRD Amendments

Definition of permitted individuals

Except in Québec and Alberta where this amendment is not necessary because it was made on September 28, 2009, we propose an amendment to the definition of permitted individual in section 1.1 of NI 33-109, by removing the word and between paragraphs (a) and (b), since a permitted individual who has beneficial ownership of, or direct or indirect control or direction over, 10 percent or more of the voting securities of a firm can also be a director, chief executive officer, chief financial officer, or chief operating officer of a firm, or who performs the functional equivalent of any of those positions.

Voluntary resignation

We propose to add the words "resigned voluntarily" in section 2.3(2)(b) to correlate with Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals.

Amendments to certain forms

Fair value

We propose to amend question b) in new Schedule N to Form 33-109F4 Registration of Individuals and Review of Permitted Individuals as well as question b) in Schedule E of Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals in order to replace market value with fair value, in view of the upcoming changeover to IFRS.

The question would therefore read as follows: State the fair value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm.

Other proposed amendments

We also propose certain technical changes to the following forms to add clarity:

• Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals

• Form 33-109F2 Change or Surrender of Individual Categories

• Form 33-109F4 Registration of Individuals and Review of Permitted Individuals

• Form 33-109F6 Firm Registration, and

• Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals

4. Ongoing CSA work on the framework for registrant regulation

We continue our work on the matters that we indicated in the 2009 Notice would be addressed separately, including

• the application of the investment fund manager registration requirement with respect to an entity that directs the operation of an investment fund, from a head office or other physical location that is outside the jurisdiction

• the exemption for sub-advisers; for the time being, the exemption remains in section 7.3 of OSC Rule 35-502 Non Resident Advisers, and discretionary relief on a similar basis will continue to be granted in other jurisdictions

• the exemption for capital accumulation plans, and

• the requirements and guidance on cost disclosure and performance reporting to clients as part of our development of the client relationship model (CRM)

We may publish CSA staff notices or propose amendments to the Instrument with respect to these specific projects in the future.

5. Authority for the proposed amendments

In Ontario, the rule making authority for the proposed amendments is in the following paragraphs of subsection 143(1) of the Securities Act: 1, 1.1, 2, 3, 5, 7, 8, and 8.1.

6. Alternatives considered

The alternative to many of the proposed amendments is to not change the Instrument but continue to issue exemptive relief, whether on an omnibus / blanket basis or on a case by case basis, and to issue frequently asked questions (FAQs). We however think this alternative would be inappropriate considering the cost of exemptive relief and the immediate need to update the Instrument. As stated in this Notice, we are continuing to work on the framework for registrant regulation, and anticipate making further proposals to amend the Instrument.

7. Unpublished materials

In developing the proposed amendments, we have not relied on any significant unpublished study, report or other written materials.

8. Anticipated costs and benefits

The proposed amendments will make the Instrument clearer and the ongoing requirements more targeted, to the benefit of registrants and the investors they serve. The NRD Amendments will create efficiencies in the registration regime. We also anticipate that the proposed amendments will reduce the necessity to request exemptive relief.

Except where noted, the proposed amendments should not result in any additional costs to registrants. We are of the view that the reduced need for regulatory exemptions will result in reduced regulatory costs.

9. Request for comments

We would like your input on the Instrument and related amendments. We need to continue our open dialogue with all stakeholders if we are to achieve our regulatory objectives while balancing the interests of investors and registrants.

All comments will be posted on the Ontario Securities Commission website at www.osc.gov.on.ca and on the Autorité des marchés financiers website at www.lautorite.qc.ca.

All comments will be made publicly available.

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Please note that we cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. In this context, you should be aware that some information which is personal to you, such as your e-mail and residential or business address, may appear in the websites. It is important that you state on whose behalf you are making the submission.

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Thank you in advance for your comments.

Deadline for comments

Your comments must be submitted in writing by September 30, 2010.

Please send your comments electronically in Word, Windows format.

Where to send your comments

Please address your comments to all CSA members, as follows:

Please send your comments only to the addresses below. Your comments will be forwarded to the remaining CSA member jurisdictions.

Questions

Please refer your questions to any of:

10. Where to find more information

We are publishing the proposed amendments with this Notice, as well as a blackline version of the Instrument, the NRD Amendments and the forms. The proposed amendments are also available on websites of CSA members, including:

June 25, 2010

Appendix A: Amendments to National Instrument 31-103 Registration Requirements And Exemptions

APPENDIX A

AMENDMENTS TO

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS

1. National Instrument 31-103 Registration Requirements and Exemptions is amended by this Instrument.

2. The title is amended by replacing "Registration Requirements and Exemptions" with "Registration Requirements, Exemptions and Ongoing Registrant Obligations".

3. Paragraph (f) in the definition of "permitted client" under section 1.1 is amended by replacing "analogous" with "similar".

4. Subsection 1.3 (1) is amended

(a) in paragraphs (a) and (b) by replacing "registered firm" with "person or company",

(b) in subparagraph (b)(i) by replacing wherever it occurs "firm" with "person or company", and

(c) in subparagraph (b)(ii) by replacing "firm's" with "person or company's".

5. Part 1 is amended by adding the following after section 1.3:

1.4 Use IFRS to determine a security's fair value

In this Instrument, where a person or company is required to determine the fair value of a security, the fair value must be determined in accordance with International Financial Reporting Standards.

6. Section 3.1 is amended

(a) by replacing "Canadian Investment Funds Exam" with "Canadian Investment Funds Course Exam", and

(b) by replacing "Investment Funds Institute of Canada" wherever it occurs with "IFSE Institute".

7. Section 3.3 is replaced with the following:

3.3 Time limits on examination requirements

(1) An individual applying for registration or reinstatement of registration must have passed an examination required under this Part not more than 36 months before the date of his or her application.

(2) Subsection (1) does not apply if the individual passed the examination more than 36 months before the date of his or her application and has met one of the following conditions:

(a) the individual was registered in the same category in any jurisdiction of Canada at any time during the 36-month period before the date of his or her application;

(b) the individual has gained 12 months of relevant securities industry experience during the 36-month period before the date of his or her application.

(3) For the purpose of paragraph (2)(a), an individual is not considered to have been registered during any period in which the individual's registration was suspended.

8. Subsection 3.4 (1) is amended by adding "and to understand the structure, features and risks of each security the individual recommends" after "competently".

9. Section 3.5 is amended

(a) by replacing "one or both" with "any",

(b) in paragraph (a) by replacing "Canadian Investment Funds Exam" with "Canadian Investment Funds Course Exam",

(c) by adding the following after paragraph (b):

(c) the representative is exempt from section 3.11 [portfolio manager -- advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives].

10. Section 3.6 is amended

(a) in subparagraph (a)(i) by replacing "Canadian Investment Funds Exam" with "Canadian Investment Funds Course Exam",

(b) by adding the following after paragraph (b):

(c) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

11. Section 3.9 is amended

(a) by replacing "individual" wherever it occurs with "representative" ,

(b) by adding the following after paragraph (c):

(d) the representative is exempt from section 3.11 [portfolio manager -- advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives].

12. Section 3.10 is amended

(a) by adding the following after paragraph (b):

(c) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

13. Section 3.13 is amended

(a) by replacing subparagraph (a)(ii) with the following:

(ii) passed the PDO Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam, and

(b) in clause (a)(iii)(B) by replacing "in" with "to",

(c) in clause (a)(iii)(B) by adding "also" after "and", and

(d) in subparagraph (b)(ii) by adding "also" after "and".

14. Section 3.14 is amended

(a) by replacing subparagraph (a)(ii) with the following:

(ii) passed the PDO Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam, and

(b) in clause (a)(iii)(B) by replacing "in" with "to",

(c) in clause (a)(iii)(B) by adding "also" after "and",

(d) in subparagraph (b)(i) by replacing "Canadian Investment Funds Exam" with "Canadian Investment Funds Course Exam", and

(e) by adding the following after paragraph (c):

(d) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

15. Section 3.15 is amended

(a) in subsection (1) by adding "that is a member of IIROC" after "dealer", and

(b) in subsection (2) by adding "that is a member of the MFDA" after "dealer".

16. Subsection 3.16 (3) is replaced with the following:

(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 to the extent equivalent requirements to those listed in subsection (2) are applicable to the registered individual under the regulations in Québec.

17. Section 4.1 is replaced with the following:

4.1 Restriction on acting for another registered firm

(1) An individual registered as a dealing, advising or associate advising representative of a registered firm must not

(a) act as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned registered firm, or

(b) be registered as a dealing, advising or associate advising representative of another registered firm.

(2) Paragraph (1)(b) does not apply to a representative in respect of a registration that was granted before [the date this amendment comes into force].

18. Section 6.7 is replaced with the following:

6.7 Exception for individuals involved in a hearing or proceeding

Despite section 6.6, if a hearing or proceeding concerning a suspended registrant is commenced under securities legislation or under the rules of an SRO, the registrant's registration remains suspended.

19. Section 7.1 is amended

(a) in subparagraph (2)(b)(ii) by striking out "except in Quebec,", and

(b) by repealing subsection (3).

20. Section 8.6 is amended

(a) by replacing the heading with "Investment fund trades by adviser to managed account",

(b) in subsection (1) by replacing "a non-prospectus qualified" with "an", and

(c) in subsection (2) by striking out "a non-prospectus qualified".

21. Subsection 8.16 (1) is amended by striking out " "control person" has the same meaning as in section 1.1 of NI 45-106;".

22. Subsection 8.17 (5) is amended by replacing "8.3.1" with "8.4".

23. Section 8.18 is amended

(a) in subsection (2) by repealing paragraph (e),

(b) in subsection (2) by repealing paragraph (f),

(c) by replacing paragraph (3)(d) with the following:

(d) the person or company is acting as principal or as agent for

(i) the issuer of the securities

(ii) a permitted client who is a resident of Canada, or

(iii) a person or company that is not a resident of Canada;

(d) by replacing paragraph (4)(b) with the following:

(b) the person or company has notified the permitted client of all of the following:

(i) the person or company is not registered in the local jurisdiction to make the trade;

(ii) the foreign jurisdiction in which the head office or principal place of business of the person or company is located;

(iii) all or substantially all of the assets of the person or company may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against the person or company because of the above;

(v) the name and address of the agent for service of process of the person or company in the local jurisdiction.

(e) by replacing subsection (5) with the following:

(5) By December 1 of each year, a person or company must notify the regulator if it is relying on an exemption available in this section.

(f) by repealing subsection (6), and

(g) by adding the following after subsection (6):

(7) The adviser registration requirement does not apply to a person or company that is exempt from the dealer registration requirement under this section if the person or company provides advice to a client and the advice is

(a) in connection with an activity or trade described under subsection (2), and

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

(8) If a registered firm is exempt from the dealer registration requirement under this section, the firm is exempt from a requirement of this Instrument if the requirement applies only because the firm performs an activity or trade described under subsection (2).

24. Paragraph 8.22 (2)(d) is amended

(a) by replacing "market" with "fair", and

(b) by replacing "$25 000" with "$25,000".

25. The note to section 8.25 is amended by replacing "7.24" with "8.25".

26. Section 8.26 is amended

(a) in paragraph (4)(d) by replacing "during" with "as at the end of",

(b) by replacing paragraph (4)(e) with the following:

(e) before advising a client, the adviser notifies the client of all of the following:

(i) the adviser is not registered in the local jurisdiction to provide the advice described under subsection (3);

(ii) the foreign jurisdiction in which the adviser's head office or principal place of business is located;

(iii) all or substantially all of the adviser's assets may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against the adviser because of the above;

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

(c) in subsection (4) by adding the following after paragraph (f):

(g) the permitted client is a resident of Canada.

(d) by replacing subsection (5) with the following:

(5) By December 1 of each year, a person or company must notify the regulator if it is relying on an exemption available in this section.

(e) by repealing subsection (6), and

(f) by adding the following after subsection (6):

(7) If a registered firm is exempt from the adviser registration requirement under this section, the firm is exempt from a requirement of this Instrument if the requirement applies only because the firm advises in the manner described under subsection (3).

27. Section 8.29 is amended by adding the following after subsection (2):

(3) This section does not apply in Ontario.

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Note: In Ontario, subsection 35.1 of the Securities Act (Ontario) provides a general exemption from the registration requirement for trust companies, trust corporations and other specified financial institutions.

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28. Section 9.3 is amended

(a) in the heading by replacing "SRO" with "IIROC",

(b) in subsection (1) by replacing "An investment dealer" with "Subject to subsection (2), a registered firm",

(c) in subsection (1) by inserting the following after paragraph (l):

(l.1) section 13.15 [handling complaints];

(d) by replacing subsection (2) with the following:

(2) If a registered firm is a member of IIROC and is registered as an investment fund manager, the firm is exempt from the following requirements:

(a) section 12.3 [insurance -- dealer];

(b) section 12.6 [global bonding or insurance];

(c) section 12.12 [delivering financial information -- dealer];

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

(e) section 13.3 [suitability];

(f) section 13.12 [restriction on lending to clients];

(g) section 13.13 [disclosure when recommending the use of borrowed money];

(h) section 13.15 [handling complaints];

(i) subsection 14.2(2) [relationship disclosure information];

(j) section 14.6 [holding client assets in trust];

(k) section 14.8 [securities subject to a safekeeping agreement];

(l) section 14.9 [securities not subject to a safekeeping agreement];

(m) section 14.12 [content and delivery of trade confirmation].

(e) by repealing subsection (3),

(f) by repealing subsection (4), and

(g) by repealing subsection (5).

29. Part 9 is amended by adding the following after section 9.3:

9.4 Exemptions from certain requirements for MFDA members

(1) Subject to subsections (2) and (3), a registered firm that is a member of the MFDA is exempt from the following requirements to the extent the provisions apply to the activities of a mutual fund dealer:

(a) section 12.1 [capital requirements];

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

(c) section 12.3 [insurance -- dealer];

(d) section 12.6 [global bonding or insurance];

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

(f) section 12.10 [annual financial statements];

(g) section 12.11 [interim financial information];

(h) section 12.12 [delivering financial information -- dealer];

(i) section 13.3 [suitability];

(j) section 13.12 [restriction on lending to clients];

(k) section 13.13 [disclosure when recommending the use of borrowed money];

(l) section 13.15 [handling complaints];

(m) subsection 14.2(2) [relationship disclosure information];

(n) section 14.6 [holding client assets in trust];

(o) section 14.8 [securities subject to a safekeeping agreement];

(p) section 14.9 [securities not subject to a safekeeping agreement];

(q) section 14.12 [content and delivery of trade confirmation].

(2) If a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is exempt from the following requirements:

(a) section 12.3 [insurance -- dealer];

(b) section 12.6 [global bonding or insurance];

(c) section 12.12 [delivering financial information -- dealer];

(d) section 13.3 [suitability];

(e) section 13.12 [restriction on lending to clients];

(f) section 13.13 [disclosure when recommending the use of borrowed money];

(g) section 13.15 [handling complaints];

(h) subsection 14.2(2) [relationship disclosure information];

(i) section 14.6 [holding client assets in trust];

(j) section 14.8 [securities subject to a safekeeping agreement];

(k) section 14.9 [securities not subject to a safekeeping agreement];

(l) section 14.12 [content and delivery of trade confirmation].

(3) If a registered firm is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, the firm is exempt from the following requirements:

(a) section 12.3 [insurance -- dealer];

(b) section 12.6 [global bonding or insurance];

(c) section 13.3 [suitability];

(d) section 13.12 [restriction on lending to clients].;

(e) section 13.13 [disclosure when recommending the use of borrowed money];

(f) section 13.15 [handling complaints];

(g) subsection 14.2(2) [relationship disclosure information];

(h) section 14.6 [holding client assets in trust];

(i) section 14.8 [securities subject to a safekeeping agreement];

(j) section 14.9 [securities not subject to a safekeeping agreement];

(k) section 14.12 [content and delivery of trade confirmation].

(4) Subsections (1), (2) and (3) do not apply in Québec.

(5) In Québec, the requirements listed in subsection (1) do not apply to a mutual fund dealer to the extent equivalent requirements to those listed in subsection (1) are applicable to the mutual fund dealer under the regulations in Québec.

30. Section 10.6 is amended

(a) in the heading by adding "or proceeding" after "hearing",

(b) by adding "or proceeding" after "hearing".

31. Subsection 11.2 (2) is replaced with the following:

(2) A registered firm must designate an individual under subsection (1) who is one of the following:

(a) the chief executive officer of the registered firm or, if the firm does not have a chief executive officer, an individual acting in a capacity similar to a chief executive officer;

(b) the sole proprietor of the registered firm;

(c) the officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division and the firm has significant other business activities.

32. The heading of s. 11.4 is amended by replacing "board" with "the board of directors".

33. The note to s. 11.6 is amended by replacing "require" with "required".

34. Subsection 11.9 (3) is amended

(a) in paragraph (a) by striking out "in connection with an amalgamation, merger, arrangement, reorganization or treasury issue", and

(b) in paragraph (b) by striking out "that are listed and posted for trading on an exchange".

35. Section 11.10 is amended

(a) in subsection (3) by replacing "amalgamation, merger, arrangement, reorganization or treasury issue" with "acquisition",

(b) in subsection (3) by adding ", or direct or indirect control or direction over," after "of", and

(c) in subsection (4) by replacing "transaction" with "acquisition".

36. Section 12.1 is amended

(a) in subsection (4) by replacing "Section 8.6 [advisor -- non prospectus qualified investment fund]" with "Section 8.6 [investment fund trades by advisor to managed account]" , and

(b) by adding the following after subsection (4):

(5) This section does not apply to a registered firm that is a member of IIROC and is registered as an investment fund manager if all of the following apply:

(a) the firm is required under IIROC rules to have minimum capital of not less than $100,000 for the purpose of completing IIROC Form 1 Joint Regulatory Financial Questionnaire and Report;

(b) the firm notifies the regulator as soon as possible if, at any time, the firm's risk adjusted capital, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report is less than zero;

(c) the firm ensures that its risk adjusted capital, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, is not less than zero for 2 consecutive days.

(6) This section does not apply to a mutual fund dealer that is a member of the MFDA if it is also registered as an exempt market dealer, a scholarship plan dealer or an investment fund manager and if all of the following apply:

(a) for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report, the firm is required under MFDA rules to have minimum capital of not less than

(i) $50,000, if the firm is registered as an exempt market dealer or scholarship plan dealer,

(ii) $100,000, if the firm is registered as an investment fund manager;

(b) the firm notifies the regulator as soon as possible if, at any time, the firm's risk adjusted capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report is less than zero;

(c) the firm ensures that its risk adjusted capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report, is not less than zero for 2 consecutive days.

37. Subsection 12.3 (2) is amended

(a) by striking out "and" after "Appendix A",

(b) in paragraph (a) by replacing "or $200,000, whichever is less" with "to a maximum of $200,000", and

(c) by replacing "or $25,000,000, whichever is less" wherever it occurs with "to a maximum of $25,000,000".

38 Section 12.4 is amended

(a) by striking out "and" wherever it occurs after "Appendix A", and

(b) by replacing "or $25,000,000, whichever is less" wherever it occurs with "to a maximum of $25,000,000".

39. Subsection 12.5 (2) is amended

(a) by striking out "and" after "Appendix A", and

(b) by replacing "or $25,000,000, whichever is less" wherever it occurs with "to a maximum of $25,000,000".

40. Section 12.8 is amended by replacing "submit" with "deliver".

41. Section 12.12 is amended

(a) by inserting the following after subsection (2):

(2.1) If a registered firm is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, the firm is exempt from paragraphs (1)(b) and (2)(b) if all of the following apply:

(a) the firm is required under MFDA rules to have minimum capital of not less than $50,000 for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report;

(b) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any;

(c) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

(b) in subsection (3) by adding "unless it is also registered in another category" after "dealer".

42. Section 12.14 is amended by adding the following after subsection (3):

(4) If a registered firm is a member of IIROC and is registered as an investment fund manager, the firm is exempt from paragraphs (1)(b) and (2)(b) if

(a) the firm is required under IIROC rules to have minimum capital of not less than $100,000 for the purpose of completing IIROC Form 1 Joint Regulatory Financial Questionnaire and Report,

(b) the firm delivers to the regulator a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any, and

(c) the firm delivers to the regulator a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

(5) If a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is exempt from paragraphs (1)(b) and (2)(b) if

(a) the firm is required under MFDA rules to have minimum capital of not less than $100,000 for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report,

(b) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any, and

(c) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

43. Section 13.1 is amended by adding "in respect of its activities as an investment fund manager" after "manager".

44. Section 13.2 is amended by adding the following after subsection (6):

(7) Paragraph (2)(b) does not apply to a registrant if the registrant is registered in only one or more of the following categories:

(a) a mutual fund dealer or a dealing representative, chief compliance officer or ultimate designated person of a mutual fund dealer;

(b) a scholarship fund dealer or a dealing representative, chief compliance officer or ultimate designated person of a scholarship fund dealer;

(c) an investment fund manager or a chief compliance officer or ultimate designated person of an investment fund manager.

45. Section 13.5 is amended

(a) in subsection (1) by replacing "a registered adviser" with "an adviser",

(b) in subsection (2) by adding ", or a registered dealer that is a member of IIROC and conducts advising activities in accordance with the rules of IIROC," after "registered advisor".

46. Paragraph 13.6 (b) is amended by adding ", or is managed by an affiliate of," after "affiliate of".

47. Section 13.8 is replaced with the following:

13.8 Permitted referral arrangements

A registered firm, or a registered individual whose registration is sponsored by the registered firm, must not participate in a referral arrangement with another person or company 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 the registered firm and the person or company;

(b) the registered firm records all referral fees, 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 party receiving the referral either opens an account for the client or provides services to the client.

48. Section 13.9 is amended

(a) by replacing "registrant that refers" with "registered firm, or a registered individual whose registration is sponsored by the registered firm, must not refer",

(b) by replacing "must take" with "unless the firm first takes", and

(c) by striking out "himself, herself, or".

49. Subsection 13.10 (1) is amended

(a) in paragraph (a) by replacing "referral arrangement" with "agreement referred to in paragraph 13.8(a)",

(b) in paragraph (b) by replacing "referral arrangement" with "agreement", and

(c) in paragraph (c) by replacing "referral arrangement" with "agreement".

50. Subsection 13.13 (2) is amended

(a) by adding "one of the following applies" after "if",

(b) by repealing paragraph (b).

51. Subsection 13.14 (1) is amended by adding "an investment fund manager in respect of its activities as" after "to".

52. Section 13.16 is amended

(a) in subsection (1) by striking out "any trading or advising activity of",

(b) in subsection (1) by replacing "representatives." with the following:

representatives in respect of any of the following:

(a) a trading or advising activity;

(b) a breach of client confidentiality;

(c) theft, fraud, misappropriation or forgery;

(d) misrepresentation;

(e) an undisclosed or prohibited conflict of interest;

(f) personal financial dealings with the client.

(c) in subsection (2) by striking out "any trading or advising activity of", and

(d) in subsection (2) by adding "in respect of any activity listed in subsection (1)" after "representatives".

53. Section 14.1 is replaced with the following:

14.1 Investment fund managers exempt from Part 14

Other than sections 14.6 [holding client assets in trust], 14.12(5) [content and delivery of trade confirmation] and 14.14 [account statements], this Part does not apply to an investment fund manager in respect of its activities as an investment fund manager.

54. Subsection 14.2 (2) is amended

(a) in paragraph (j) by adding "registered" after "at the", and

(b) in paragraph (k) by adding "registered" after "that the".

55. Section 14.5 is replaced by the following:

14.5 Notice to clients by non-resident registrants

(1) 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:

(a) the non-resident status of the firm;

(b) the firm's jurisdiction of residence;

(c) the name and address of the agent for service of process of the firm in the local jurisdiction;

(d) the nature of risks to clients that legal rights may not be enforceable in the local jurisdiction.

(2) This section does not apply to a registered firm whose head office is in Canada if the firm has a physical place of business in the local jurisdiction.

56. Section 14.12 is amended

(a) in subsection (1) by replacing "Subject to subsection (2), a" with "A",

(b) in subsection (1) by adding "or, if the client consents in writing, to a registered adviser acting for the client," after"deliver to the client", and

(c) by adding the following after subsection (4):

(5) A registered investment fund manager that has executed a redemption order received directly from a security holder must promptly deliver to the security holder a written confirmation of the redemption, setting out the following:

(a) the quantity and description of the security redeemed;

(b) the price per security received by the client;

(c) the commission, sales charge, service charge and any other amount charged in respect of the redemption;

(d) the settlement date of the redemption.

57. Section 14.13 is amended

(a) in the heading by replacing "Semi-annual confirmations" with "Confirmations", and

(b) by repealing paragraph (d).

58. Section 14.14 is amended

(a) in the heading by replacing"Client" with"Account",

(b) by adding the following after subsection (3):

(3.1) If there is no dealer of record for a security holder on the records of a registered investment fund manager, the investment fund manager must deliver a statement to the security holder at least once every 12 months.

(c) by replacing subsection (4) with the following:

(4) A statement delivered under subsection (1), (2), (3) or (3.1) must include all of the following information for each transaction made for the client or security holder during the period covered by the statement:

(a) the date of the transaction;

(b) the type of transaction;

(c) the name of the security;

(d) the number of securities;

(e) the price per security;

(f) the total value of the transaction.

(d) by replacing subsection (5) with the following:

(5) A statement delivered under subsection (1), (2), (3) or (3.1) must include all of the following information about the client's or security holder'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 fair value of each security in the account;

(c) the total fair value of each security position in the account;

(d) any cash balance in the account;

(e) the total fair value of all cash and securities in the account.

(e) by adding the following after subsection (5):

(5.1) After having determined the fair value of a security, if the registered firm, acting reasonably, determines that the fair value is not reliable, the registrant must do both of the following:

(a) for the purpose of paragraphs (5)(b) and (c), indicate that the fair value of the security is not determinable;

(b) exclude the security from the calculation described under paragraph (5)(e) and indicate that the security has been excluded from this calculation.

(5.2) Despite the requirement under subsection (5) to use the fair value of a security as at the end of the period for which the statement is made, a registered firm may use a fair value that was determined not more than 3 months before the end of the period for which the statement is made if both of the following apply:

(a) the security does not trade on an active market, as that term is defined in International Financial Reporting Standards;

(b) on a statement delivered to the client within the last 3 months, the firm used the fair value of the security as at the end of the period for which that statement was made.

59. Section 16.4 is amended

(a) by repealing subsection (2), and

(b) in subsection (3) by adding "a" after "or".

60. Subsection 16.9 (2) is amended by adding "in a jurisdiction of Canada" before "on the date".

61. Subsection 16.10 (1) is amended by adding "in a jurisdiction of Canada" after "is registered".

62. Subsection 16.16(1) is amended by adding "in a jurisdiction of Canada" after "registered firm".

63. Section 16.17 is replaced by the following:

16.17 Account statements -- mutual fund dealers

(1) Section 14.14 [account statements] does not apply to a person or company that was, on September 28, 2009, either of the following:

(a) a member of the MFDA;

(b) a mutual fund dealer in Québec, unless it was also a portfolio manager in Québec.

(2) Subsection (1) is repealed on September 28, 2011.

64. Form 31-103F1 is amended by replacing "market value" wherever it occurs with "fair value".

65. The notes to Form 31-103F1 are amended by adding the following after "basis.":

Line 5. Related-party debt -- Refer to the CICA Handbook for the definition of "related party" for publicly accountable enterprises..

66. Schedule 1 of Form 31-103F1 is amended

(a) in paragraph (d) by replacing "Where securities" with "Securities",

(b) in paragraph (d) by striking out ", the margin required is",

(c) after the heading in paragraph (e) by replacing "On securities (other than bonds and debentures) including rights and warrants listed on any exchange in Canada or the United States" with the following:

In this paragraph, "securities" includes rights and warrants and does not include bonds and debentures."

(i) On securities listed on any exchange in Canada or the United States:

(d) by replacing subparagraph (e)(ii) with the following:

(ii) For positions in securities that are constituent securities on a major broadly-based index of one of the following exchanges, 50% of the fair value:

(a) Australian Stock Exchange Limited

(b) Bolsa de Valores de Sao Paulo

(c) Borsa Italiana

(d) Euronext Amsterdam

(e) Euronext Brussels

(f) Euronext Paris S.A.

(g) Frankfurt Stock Exchange

(h) London International Financial Futures and Options Exchange

(i) London Stock Exchange

(j) New Zealand Exchange Limited

(k) Swiss Exchange

(l) The Stock Exchange of Hong Kong Limited

(m) Tokyo Stock Exchange

67. Form 31-103F3 is amended by replacing "Registration Requirements and Exemptions" with "Registration Requirements, Exemptions and Ongoing Registrant Obligations".

68. Appendix B is amended by replacing "Registration Requirements and Exemptions" with "Registration Requirements, Exemptions and Ongoing Registrant Obligations".

Appendix B: National Instrument 31-103 Registration Requirements and Exemptions, Blacklined To Show Changes To N 31-103

APPENDIX B

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS,

BLACKLINED TO SHOW CHANGES TO NI 31-103

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

Part 1 Interpretation

1.1 Definitions of terms used throughout this Instrument

In this Instrument

"Canadian financial institution" has the same meaning as in section 1.1 of NI 45-106;

"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;

"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;

(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;

"exempt market dealer" means a person or company registered in the category of exempt market dealer;

"IIROC" means the Investment Industry Regulatory Organization of Canada;

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

"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;

"marketplace" has the same meaning as in section 1.1 of National Instrument 21-101 Marketplace Operation;

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

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

"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions;

"permitted client" means any of the following:

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

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (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;

(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;

(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;

(f) an entity organized in a foreign jurisdiction that is analogoussimilar to any of the entities referred to in paragraphs (a) to (e);

(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;

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(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;

(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;

(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;

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

(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;

(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;

(m) in respect of a dealer, a registered charity under theIncome 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;

(n) in respect of an adviser, a registered charity under theIncome 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;

(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;

(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;

(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;

(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);

"portfolio manager" means a person or company registered in the category of portfolio manager;

"principal jurisdiction" means

(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

(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;

"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,

(b) as ultimate designated person, or

(c) as chief compliance officer;

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

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

"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);

"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" 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

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

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

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

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

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

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

(2) (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];

(b) section 8.26 [international adviser];

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

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

(3) (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.

1.4 Use IFRS to determine a security's fair value

In this Instrument, where a person or company is required to determine the fair value of a security, the fair value must be determined in accordance with International Financial Reporting Standards.

Part 2 Categories of registration for individuals

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:

(a) dealing representative;

(b) advising representative;

(c) associate advising representative;

(d) ultimate designated person;

(e) chief compliance officer.

(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,

(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

(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.

- - - - - - - - - - - - - - - - - - - -

[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

(1) The registration requirement does not apply to an individual if all of the following apply:

(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;

(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;

(d) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction other than for 5 or fewer eligible clients;

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

(f) the individual deals fairly, honestly and in good faith in the course of his or her dealings with an eligible client;

(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,

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

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

(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

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

In this 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;

"Canadian Investment Funds Course Exam" means the examination prepared and administered by the Investment FundsIFSE 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 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 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;

"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;

"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;

"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;

"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;

"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;

"PDO Exam" means

(a) the Officers', Partners' and Directors' Exam prepared and administered by the Investment FundsIFSE 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

(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;

"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;

"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.

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.

3.3 Time limits on examination requirements

(1) For the purposes of this Part, anAn 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.applying for registration or reinstatement of registration must have passed an examination required under this Part not more than 36 months before the date of his or her application.

(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 bothof his or her application and has met one of the following applyconditions:

(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 aany jurisdiction of Canada at any time during the 36-month period before the date of his or her application;

(b) the individual has gained 12 months of relevant securities industry experience during the 36-month period before the date the individual applied for registrationof his or her application.

(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).

(3) For the purpose of paragraph (2)(a), an individual is not considered to have been registered during any period in which the individual's registration was suspended.

Division 2 Education and experience requirements

3.4 Proficiency -- 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 and to understand the structure, features and risks of each security the individual recommends.

(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

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

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

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

(c) the representative is exempt from section 3.11 [portfolio manager -- advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives].

3.6 Mutual fund dealer -- chief compliance officer

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

(a) the individual has passed

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

(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];

(c) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

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.

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:

(a) the Sales Representative Proficiency Exam;

(b) the Branch Manager Proficiency Exam;

(c) the PDO Exam.

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:

(a) the individualrepresentative has passed the Canadian Securities Course Exam;

(b) the individualrepresentative has passed the Exempt Market Products Exam;

(c) the individualrepresentative satisfies the conditions set out in section 3.11 [portfolio manager -- advising representative].;

(d) the representative is exempt from section 3.11 [portfolio manager -- advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives].

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:

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

(i) the Canadian Securities Course Exam;

(ii) the Exempt Market Products Exam;

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

(c) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

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:

(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;

(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

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:

(a) the representative has completed Level 1 of the Chartered Financial Analyst program 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

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:

(a) the individual 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,

(ii) passed the PDO Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam and the PDO Exam, and

(iii) either

A) gained 36 months of relevant securities experience while working at an investment dealer, a registered adviser or an investment fund manager, or

B) provided professional services into the securities industry for 36 months and also worked at a registered dealer, a registered adviser or an investment fund manager for 12 months;

(b) the individual has passed the Canadian Securities Course Exam and the PDO Exam and any of the following apply:

(i) the individual has worked at an investment dealer or a registered adviser for 5 years, including for 36 months in a compliance capacity;

(ii) the individual has worked for 5 years at a Canadian financial institution in a compliance capacity relating to portfolio management and also worked 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

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:

(a) the individual 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,

(ii) passed the PDO Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam and the PDO Exam, and

(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

B) provided professional services into the securities industry for 36 months and also worked in a relevant capacity at an investment fund manager for 12 months;

(b) the individual has

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

(ii) passed the PDO Exam, and

(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.;

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

(d) section 3.13 [portfolio manager -- chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers].

Division 3 Membership in a self-regulatory organization

3.15 Who must be approved by an SRO before registration

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

(2) Except in Québec, a dealing representative of a mutual fund dealer that is a member of the MFDA must be an "approved person" as defined under the rules of the MFDA.

3.16 Exemptions from certain requirements for SRO-approved persons

(1) The following sections do not apply to a registered individual who is a dealing representative of a member of IIROC:

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

(b) section 13.3 [suitability];

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

(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 requirements listed in subsection (2) do not apply to a registered individual who is a dealing representative of a mutual fund dealer ifto the extent equivalent requirements to those listed in subsection (2) are applicable to the registered individual complies withunder the applicable regulations on mutual fund dealers in Québec.

Part 4 Restrictions on registered individuals

4.1 Restriction on acting for another registered firm

(1) An individual registered as a dealing, advising or associate advising representative of a registered firm must not

(a) 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., or

(b) be registered as a dealing, advising or associate advising representative of another registered firm.

(2) Paragraph (1)(b) does not apply to a representative in respect of a registration that was granted before [the date this amendment comes into force].

4.2 Associate advising representatives -- pre-approval of advice

(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) A registered adviser must designate, for an associate advising representative, an advising representative to review the advice of the associate advising representative.

(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

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;

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

5.2 Responsibilities of the chief compliance officer

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;

(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:

(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;

(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.

Part 6 Suspension and revocation of registration -- individuals

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.

6.2 If IIROC approval is 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.

6.3 If MFDA approval is 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.

6.4 If sponsoring firm is 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.

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.

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 2^nd anniversary of the suspension.

6.7 Exception for individuals involved in a hearing or proceeding

Despite section 6.6, if a hearing or proceeding 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.

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.

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

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Part 7 Categories of registration for firms

7.1 Dealer 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:

(a) investment dealer;

(b) mutual fund dealer;

(c) scholarship plan dealer;

(d) exempt market dealer;

(e) restricted dealer.

(2) A person or company registered in the category of

(a) investment dealer may act as a dealer or an underwriter in respect of any security,

(b) mutual fund dealer may act as a dealer in respect of any security of

(i) a mutual fund, or

(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,

(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,

(d) exempt market dealer may

(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,

(ii) act as a dealer by trading a security that, if the trade were a distribution, would be exempt from the prospectus requirement,

(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

(iv) act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement;

(e) restricted dealer may act as a dealer or an underwriter in accordance with the terms, conditions, restrictions or requirements applied to its registration.

(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:[repealed]

(a) scholarship plans;

(b) educational plans;

(c) educational trusts.

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

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[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).]

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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:

(a) portfolio manager;

(b) restricted portfolio manager.

(2) A person or company registered in the category of

(a) portfolio manager may act as an adviser in respect of any security, and

(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.

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[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).]

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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".

Part 8 Exemptions from the requirement to register

Division 1 Exemptions from dealer and underwriter registration

8.1 Interpretation of "trade" in Québec

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:

(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;

(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.

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".

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.

8.4 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

(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.

(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

(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

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 Investment fund trades by adviser to managed account

(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 an investment fund if both of the following apply:

(a) the adviser acts as the fund's adviser and investment fund manager;

(b) the trade is to a managed account of a client of the adviser.

(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) 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.

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:

(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;

(b) the security holder makes an optional cash payment to purchase the security of the investment fund 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 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) The exemption in subsection (1) is not available if a sales charge is payable on a trade described in the subsection.

(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

(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.

(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

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;

(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);

(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:

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

(ii) 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

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 45-501Prospectus 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

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:

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

(b) the fund does not seek and has never sought to borrow money from the public;

(c) the fund does not distribute and has never distributed its securities to 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;

(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.

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:

(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;

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

(c) 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).

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.

(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.

(4) This section does not apply in Ontario.

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[Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(4) of the Securities Act (Ontario).]

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8.13 Personal 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.

(2) This section does not apply in Ontario.

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

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8.14 Variable insurance contract

(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;

"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

(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,

(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.

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

(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.

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[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).]

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8.16 Plan administrator

(1) In this section

"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;

"permitted assign" has the same meaning as in section 2.22 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;

"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;

"related entity" has the same meaning as in section 2.22 of 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:

(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

(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;

(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.

(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.

(5) Subject to section 8.3.18.4 [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.

8.18 International dealer

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

(a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction, or

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

(2) Subject to subsections (3) and (4), the dealer registration requirement does not apply in respect of the following:

(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 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;

(c) a trade in a debt security that is a foreign security with a permitted client, other than during the security's distribution;

(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;.

(e) a trade in a foreign security with an investment dealer;

(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:

(a) the head office or principal place of business of the person or company is in a foreign jurisdiction;

(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;

(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;

(d) the person or company is acting as principal or as agent for

(i) the issuer of the securities, for

(ii) a permitted client, or for who is a resident of Canada, or

(iii) a person or company that is not a resident of Canada;

(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) 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:

(a) the permitted client is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

(b) the person or company has notified the permitted client of all of the following:

(i) the person or company is not registered in Canadathe local jurisdiction to make the trade;

(ii) the foreign jurisdiction in which the head office or principal place of business of the person or company 's jurisdiction of residence is located;

(iii) all or substantially all of the assets of the person or company may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against the person or company because of the above;

(v) (iii) the name and address of the agent for service of process of the person or company in the local jurisdiction;.

(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.

(5) A person or company relying on subsection (2)By December 1 of each year, a person or company 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)if it is relying on an exemption available in this section.

(6) [repealed]

(7) (6) In Ontario, subsection (5)The adviser registration requirement 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.is exempt from the dealer registration requirement under this section if the person or company provides advice to a client and the advice is

(a) in connection with an activity or trade described under subsection (2), and

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

(8) If a registered firm is exempt from the dealer registration requirement under this section, the firm is exempt from a requirement of this Instrument if the requirement applies only because the firm performs an activity or trade described under subsection (2).

8.19 Self-directed registered education savings plan

(1) In this section

"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

(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:

(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;

(ii) a Canadian financial institution;

(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 trades the self-directed RESP is permitted to trade.

8.20 Exchange contract --- Alberta, British Columbia, New Brunswick and Saskatchewan

(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

(1) In this section

"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;

"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;

(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;

(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;

(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);

(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:

(a) a debt security 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;

(c) a debt security issued by or guaranteed by a municipal corporation in Canada;

(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) 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;

(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.

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[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).]

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8.22 Small security holder selling and purchase arrangements

(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 marketfair 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 $ 25 000.25,000.

(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

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

(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,

(b) provided by the representative, and

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

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.

8.25 Advising generally

(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;

(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;

(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.

(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.

(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) the person or company;

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

(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.

(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.

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[Note: In Ontario, measures similar to those in section 7.248.25 are in section 34 of the Securities Act (Ontario).]

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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".

(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;

"foreign security" means

(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;

"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.

(4) The exemption under subsection (3) is not available unless all of the following apply:

(a) the adviser's head office or principal place of business is in a foreign jurisdiction;

(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;

(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;

(d) duringas at the end of 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;

(e) before advising a client, the adviser notifies the client of all of the following:

(i) the adviser is not registered in Canadathe local jurisdiction to provide the advice described under subsection (3);

(ii) the foreign jurisdiction of residence ofin which the adviser's head office or principal place of business is located;

(iii) all or substantially all of the adviser's assets may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against the adviser because of the above;

(v) 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;

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

(g) the permitted client is a resident of Canada.

(5) ABy December 1 of each year, 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)if it is relying on an exemption available in this section.

(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.If a registered firm is exempt from the adviser registration requirement under this section, the firm is exempt from a requirement of this Instrument if the requirement applies only because the firm advises in the manner described under subsection (3).

Division 3 Exemptions from investment fund manager registration

8.27 Private investment club

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:

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

(b) the fund does not seek and has never sought to borrow money from the public;

(c) the fund does not distribute and has never distributed its securities to 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;

(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.

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.

(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

(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:

(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;

(b) the fund has no promoter or investment fund manager other than the trust company or trust corporation;

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

(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.

(3) This section does not apply in Ontario.

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Note: In Ontario, subsection 35.1 of the Securities Act (Ontario) provides a general exemption from the registration requirement for trust companies, trust corporations and other specified financial institutions.

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Division 4 Mobility exemption -- firms

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:

(a) the person or company 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;

(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;

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

(e) the person or company 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

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.

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.

9.3 Exemptions from certain requirements for SROIIROC members

(1) An investment dealerSubject to subsection (2), a registered firm 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:

(a) section 12.1 [capital requirements];

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

(c) section 12.3 [insurance -- dealer];

(d) section 12.6 [global bonding or insurance];

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

(f) section 12.10 [annual financial statements];

(g) section 12.11 [interim financial information];

(h) section 12.12 [delivering financial information -- dealer];

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

(j) section 13.3 [suitability];

(k) section 13.12 [restriction on lending to clients];

(l) section 13.13 [disclosure when recommending the use of borrowed money];

(l.1) section 13.15 [handling complaints];

(m) subsection 14.2(2) [relationship disclosure information];

(n) section 14.6 [holding client assets in trust];

(o) section 14.8 [securities subject to a safekeeping agreement];

(p) section 14.9 [securities not subject to a safekeeping agreement];

(q) section 14.12 [content and delivery of trade confirmation].

(2) Despite subsection (1), ifIf 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:

(a) section 12.1 [capital requirements 12.3 [insurance -- dealer];

(b) section 12.2 [notifying the regulator of a subordination agreement]; 12.6 [global bonding or insurance];

(c) section 12.7 [notifying the regulator of a change, claim or cancellation];12.12 [delivering financial information -- dealer];

(d) section 12.10 [annual financial statements];subsection 13.2(3) [know your client];

(e) section 12.11 [interim financial information].13.3 [suitability];

(f) section 13.12 [restriction on lending to clients];

(g) section 13.13 [disclosure when recommending the use of borrowed money];

(h) section 13.15 [handling complaints];

(i) subsection 14.2(2) [relationship disclosure information];

(j) section 14.6 [holding client assets in trust];

(k) section 14.8 [securities subject to a safekeeping agreement];

(l) section 14.9 [securities not subject to a safekeeping agreement];

(m) section 14.12 [content and delivery of trade confirmation].

(3) [repealed]

(4) [repealed]

(5) [repealed]

9.4 Exemptions from certain requirements for MFDA members

(1) Subject to subsections (2) and (3), a registered firm that is a member of the MFDA is exempt from each requirement listed in subsection (1) that applies tothe following requirements to the extent the provisions apply to the activities of a mutual fund dealer other than the following:

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

(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 12.3 [insurance -- dealer];

(d) section 12.6 [global bonding or insurance];

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

(f) (d) section 12.10 [annual financial statements];

(g) (e) section 12.11 [interim financial information];

(h) section 12.12 [delivering financial information -- dealer];

(i) section 13.3 [suitability];

(j) section 13.12 [restriction on lending to clients];

(k) section 13.13 [disclosure when recommending the use of borrowed money];

(l) section 13.15 [handling complaints];

(m) subsection 14.2(2) [relationship disclosure information];

(n) section 14.6 [holding client assets in trust];

(o) section 14.8 [securities subject to a safekeeping agreement];

(p) section 14.9 [securities not subject to a safekeeping agreement];

(q) section 14.12 [content and delivery of trade confirmation].

(5) Subsection (3) does2) If a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is exempt from the following requirements:

(a) section 12.3 [insurance -- dealer];

(b) section 12.6 [global bonding or insurance];

(c) section 12.12 [delivering financial information -- dealer];

(d) section 13.3 [suitability];

(e) section 13.12 [restriction on lending to clients];

(f) section 13.13 [disclosure when recommending the use of borrowed money];

(g) section 13.15 [handling complaints];

(h) subsection 14.2(2) [relationship disclosure information];

(i) section 14.6 [holding client assets in trust];

(j) section 14.8 [securities subject to a safekeeping agreement];

(k) section 14.9 [securities not subject to a safekeeping agreement];

(l) section 14.12 [content and delivery of trade confirmation].

(3) If a registered firm is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, the firm is exempt from the following requirements:

(a) section 12.3 [insurance -- dealer];

(b) section 12.6 [global bonding or insurance];

(c) section 13.3 [suitability];

(d) section 13.12 [restriction on lending to clients];

(e) section 13.13 [disclosure when recommending the use of borrowed money];

(f) section 13.15 [handling complaints];

(g) subsection 14.2(2) [relationship disclosure information];

(h) section 14.6 [holding client assets in trust];

(i) section 14.8 [securities subject to a safekeeping agreement];

(j) section 14.9 [securities not subject to a safekeeping agreement];

(k) section 14.12 [content and delivery of trade confirmation].

(4) Subsections (1), (2) and (3) do not apply in Québec.

(65) 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 onto the extent equivalent requirements to those listed in subsection (1) are applicable to the mutual fund dealer under the regulations in Québec.

Part 10 Suspension and revocation of registration -- firms

Division 1 When a firm's registration is suspended

10.1 Failure to pay fees

(1) In this section, "annual fees" means

(a) (a) in Alberta, the fees required under section 2.1 of the Schedule -- Fees in Alta. Reg. 115/95 -- Securities Regulation,

(b) in British Columbia, the annual fees required under section 22 of the Securities Regulation, B.C. Reg. 196/97,

(c) in Manitoba, the fees required under paragraph 1.(2)(a) of the Manitoba Fee Regulation, M.R 491\88R,

(d) in New Brunswick, the fees required under section 2.2 (c) of Local Rule 11-501 Fees,

(e) in Newfoundland and Labrador, the fees required under section 143 of the Securities Act,

(f) in Nova Scotia, the fees required under Part XIV of the Regulations,

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

(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,

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

(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

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.

10.3 If MFDA 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.

10.4 Activities not permitted while a firm's registration 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.

Division 2 Revoking a firm's 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 2^nd anniversary of the suspension.

10.6 Exception for firms involved in a hearing or proceeding

Despite section 10.5, if a hearing or proceeding concerning a suspended registrant is commenced under securities legislation or under the rules of an SRO, the registrant's registration remains suspended.

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.

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

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Part 11 Internal controls and systems

Division 1 Compliance

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

(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.

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) A registered firm must not designate an individual to act as the firm's ultimate designated person unless the individualunder subsection (1) who is one of the following:

(a) the chief executive officer orof the registered firm or, if the firm does not have a chief executive officer, an individual acting in a capacity similar to a chief executive officer;

(b) the sole proprietor of the registered firm;

(bc) anthe officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division ;(c) an individual acting in a capacity similar to that of an officer described in paragraph (a) or (b)and the firm has significant other business activities.

(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

(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) 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:

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

(b) the sole proprietor of 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 the board of directors

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.

Division 2 Books and records

11.5 General requirements for records

(1) A registered firm must maintain records to

(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.

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

(a) permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority;

(b) permit determination of the registered firm's capital position;

(c) demonstrate compliance with the registered firm's capital and insurance requirements;

(d) demonstrate compliance with internal control procedures;

(e) demonstrate compliance with the firm's policies and procedures;

(f) permit the identification and segregation of client cash, securities, and other property;

(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

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

(i) permit the generation of account activity reports for clients;

(j) provide securities pricing as may be required by securities legislation;

(k) document the opening of client accounts, including any agreements with clients;

(l) demonstrate compliance with sections 13.2 [know your client] and 13.3 [suitability];

(m) demonstrate compliance with complaint-handling requirements;

(n) document correspondence with clients;

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

11.6 Form, accessibility and retention of records

(1) A registered firm must keep a record that it is required to keep under securities legislation

(a) for 7 years from the date the record is created,

(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.

(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.

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

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

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Division 3 Certain business transactions

11.7 Tied settling of 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.

11.8 Tied selling

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

(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.

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:

(a) beneficial ownership of, or direct or indirect control or direction over, a security of a registered firm;

(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;

(c) all or a substantial part of the assets of a registered firm.

(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

(a) likely to give rise to a conflict of interest,

(b) likely to hinder the registered firm in complying with securities legislation,

(c) inconsistent with an adequate level of investor protection, or

(d) otherwise prejudicial to the public interest.

(3) Subsection (1) does not apply to the following:

(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) 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.

(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.

(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.

(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.

11.10 Registered firm whose securities are acquired

(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:

(a) the registered firm;

(b) a person or company of which the registered firm is a subsidiary.

(2) The notice required under subsection (1) must,

(a) be delivered to the regulator as soon as possible,

(b) include the name of each person or company involved in the acquisition, and

(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

(i) likely to give rise to a conflict of interest,

(ii) likely to hinder the registered firm in complying with securities legislation,

(iii) inconsistent with an adequate level of investor protection, or

(iv) otherwise prejudicial to the public interest.

(3) This section does not apply to an amalgamation, merger, arrangement, reorganization or treasury issueacquisition in which the beneficial ownership of, or direct or indirect control or direction over, a registered firm does not change.

(4) This section does not apply if notice of the transactionacquisition 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 (5) or (6), the person or company proposing to make the acquisition may request an opportunity to be heard on the matter.

Part 12 Financial condition

Division 1 Working capital

12.1 Capital 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.

(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.

(3) For the purpose of completing Form 31-103F1 Calculation of Excess Working Capital, the minimum capital is

(a) $25,000, for 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.

(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 trades by adviser to managed account] in respect of all investment funds for which it acts as adviser.

(5) This section does not apply to a registered firm that is a member of IIROC and is registered as an investment fund manager if all of the following apply:

(a) the firm is required under IIROC rules to have minimum capital of not less than $100,000 for the purpose of completing IIROC Form 1 Joint Regulatory Financial Questionnaire and Report;

(b) the firm notifies the regulator as soon as possible if, at any time, the firm's risk adjusted capital, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report is less than zero;

(c) the firm ensures that its risk adjusted capital, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, is not less than zero for 2 consecutive days.

(6) This section does not apply to a mutual fund dealer that is a member of the MFDA if it is also registered as an exempt market dealer, a scholarship plan dealer or an investment fund manager and if all of the following apply:

(a) for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report, the firm is required under MFDA rules to have minimum capital of not less than

(i) $50,000, if the firm is registered as an exempt market dealer or scholarship plan dealer,

(ii) $100,000, if the firm is registered as an investment fund manager;

(b) the firm notifies the regulator as soon as possible if, at any time, the firm's risk adjusted capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report is less than zero;

(c) the firm ensures that its risk adjusted capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report, is not less than zero for 2 consecutive days.

12.2 Notifying the regulator of a subordination agreement

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

(a) repays the loan or any part of the loan, or

(b) terminates the agreement.

Division 2 Insurance

12.3 Insurance -- dealer

(1) A registered dealer must maintain bonding or insurance

(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 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 lessto a maximum of $200,000;

(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 lessto a maximum of $25,000,000;

(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 lessto a maximum of $25,000,000;

(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.

(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

(1) A registered adviser must maintain bonding or insurance

(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 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.

(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:

(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 lessto a maximum of $25,000,000;

(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 lessto a maximum of $25,000,000;

(c) $200,000;

(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.

12.5 Insurance -- investment fund manager

(1) A registered investment fund manager must maintain bonding or insurance

(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:

(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 lessto a maximum of $25,000,000;

(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 lessto a maximum of $25,000,000;

(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.

12.6 Global 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:

(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;

(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

(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

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.

Division 3 Audits

12.8 Direction 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 submitdeliver a copy of the direction to the regulator

(a) with its application for registration, and

(b) no later than the 7th day after the registered firm changes its auditor.

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.

Division 4 Financial reporting

12.10 Annual financial statements

(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;

(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;

(c) notes to the financial statements.

(2) The annual financial statements delivered to the regulator under this Division must be audited.

(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.

12.11 Interim financial information

(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;

(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.

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:

(a) its annual financial statements for the financial year;

(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.

(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:

(a) its interim financial information for the quarter;

(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.

(2.1) If a registered firm is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, the firm is exempt from paragraphs (1)(b) and (2)(b) if all of the following apply:

(a) the firm is required under MFDA rules to have minimum capital of not less than $50,000 for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report;

(b) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any;

(c) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

(3) Subsection (2) does not apply to an exempt market dealerunless it is also registered in another category.

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:

(a) its annual financial statements for the financial year;

(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.

12.14 Delivering financial information -- investment fund manager

(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:

(a) its annual financial statements for the 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;

(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.

(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 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, 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 the following:

(a) the name of the fund;

(b) assets under administration of the fund;

(c) the cause of the adjustment;

(d) the dollar amount 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.

(4) If a registered firm is a member of IIROC and is registered as an investment fund manager, the firm is exempt from paragraphs (1)(b) and (2)(b) if

(a) the firm is required under IIROC rules to have minimum capital of not less than $100,000 for the purpose of completing IIROC Form 1 Joint Regulatory Financial Questionnaire and Report,

(b) the firm delivers to the regulator a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any, and

(c) the firm delivers to the regulator a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

(5) If a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is exempt from paragraphs (1)(b) and (2)(b) if

(a) the firm is required under MFDA rules to have minimum capital of not less than $100,000 for the purpose of completing MFDA Form 1 MFDA Financial Questionnaire and Report,

(b) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 90^th day after the end of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any, and

(c) the firm delivers to the regulator a completed MFDA Form 1 MFDA Financial Questionnaire and Report no later than the 30^th day after the end of the first, second and third quarter of its financial year that shows the calculation of the firm's risk adjusted capital as at the end of the quarter and as at the end of the immediately preceding month, if any.

Part 13 Dealing with clients -- individuals and firms

Division 1 Know your client and suitability

13.1 Investment fund managers exempt from this Division

This Division does not apply to an investment fund manager in respect of its activities as an investment fund manager.

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".

(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,

(b) establish whether the client is an insider of a reporting issuer or any other issuer whose securities are publicly traded,

(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:

(i) the client's investment needs and objectives;

(ii) the client's financial circumstances;

(iii) the client's risk tolerance, and

(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:

(a) the nature of the client's business;

(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

(ii) in the case of a partnership or trust, exercises control over the affairs of the partnership or trust.

(4) A registrant must take reasonable steps to keep the information required under this section current.

(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.

(7) Paragraph (2)(b) does not apply to a registrant if the registrant is registered in only one or more of the following categories:

(a) a mutual fund dealer or a dealing representative, chief compliance officer or ultimate designated person of a mutual fund dealer;

(b) a scholarship fund dealer or a dealing representative, chief compliance officer or ultimate designated person of a scholarship fund dealer;

(c) an investment fund manager or a chief compliance officer or ultimate designated person of an investment fund manager.

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.

(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.

(3) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank.

(4) This section does not apply to a registrant in respect of a permitted client if

(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.

Division 2 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.

(2) A registered firm must respond to 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.

(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

(1) In this section, "responsible person" means, for a registeredan adviser,

(a) 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) 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.

(2) A registered adviser, or a registered dealer that is a member of IIROC and conducts advising activities in accordance with the rules of IIROC, 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:

(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

(i) this fact is disclosed to the client, and

(ii) the written consent of the client to the purchase is obtained before the purchase;

(b) purchase or sell a security from or to the investment portfolio of any of the following:

(i) a responsible person;

(ii) an associate of a responsible person;

(iii) an investment fund for which a responsible person acts as an adviser;

(c) provide a guarantee or loan to a responsible person or an associate of a responsible person.

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:

(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;

(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, or is managed by 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.

Division 3 Referral arrangements

13.7 Definitions -- referral arrangements

In this Division

"client" includes a prospective client;

"referral arrangement" means any arrangement in which a registrant agrees to pay or receive a referral fee;

"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

A registrantregistered firm, or a registered individual whose registration is sponsored by the registered firm, must not participate in a referral arrangement with another person or company 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 the registered firm and the person or company;

(i) the registrant,

(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,

(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 ofparty receiving the referral either opens an account for the client 's account or anyprovides services are provided to the client by the person or company receiving the referral.

13.9 Verifying the qualifications of the person or company receiving the referral

A registrant that refersregistered firm, or a registered individual whose registration is sponsored by the registered firm, must not refer a client to another person or company must takeunless the firm first takes 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

(1) The written disclosure of the referral arrangement required by subsection 13.8(c) [permitted referral arrangements] must include the following:

(a) the name of each party to the referral arrangementagreement referred to in paragraph 13.8(a);

(b) the purpose and material terms of the referral arrangementagreement, 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 arrangementagreement 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;

(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;

(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.

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.

(2) Subsection (1) does not apply until 6 months after this Instrument comes into force.

Division 4 Loans and margin

13.12 Restriction on lending to clients

A registrant must not lend money, extend credit or provide margin to a client.

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:

"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 one of the following applies:

(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 [repealed]

(c) the client is a permitted client.

Division 5 Complaints

13.14 Application of this Division

(1) This Division does not apply to an investment fund manager in respect of its activities as an investment fund manager.

(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).

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.

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.in respect of any of the following:

(a) a trading or advising activity;

(b) a breach of client confidentiality;

(c) theft, fraud, misappropriation or forgery;

(d) misrepresentation;

(e) an undisclosed or prohibited conflict of interest;

(f) personal financial dealings with the client.

(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 in respect of any activity listed in subsection (1), 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.

Part 14 Handling client accounts -- firms

Division 1 Exemption for investment fund managers

14.1 Investment fund managers exempt from Part 14

Other than sectionsections 14.6 [holding client assets in trust], 14.12(5) [content and delivery of trade confirmation] and 14.14 [account statements], this Part does not apply to an investment fund manager in respect of its activities as an investment fund manager.

Division 2 Disclosure to clients

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.

(2) The information required to be delivered under subsection (1) includes all of the following:

(a) a description of the nature or type of the client's account;

(b) a discussion that identifies the products or services the registered firm offers to a client;

(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;

(e) a description of the conflicts of interest that the registered firm is required to disclose to a client under securities legislation;

(f) disclosure of all costs to a client for the operation of an account;

(g) a description of the costs a client will pay in making, holding and selling investments;

(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;

(i) a description of the content and frequency of reporting for each account or portfolio of a client;

(j) disclosure that independent dispute resolution or mediation services are available to a client, at theregistered firm's expense, to mediate any dispute that might arise between the client and the firm about a product or service of the firm;

(k) a statement that the registered 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;

(l) the information a registered firm must collect about the client under section 13.2 [know your client].

(3) A registered firm must deliver to a client the information in subsection (1) before the firm first

(a) purchases or sells a security for the client, or

(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

(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) This section does not apply to a registrant in respect of a permitted client if

(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.

14.3 Disclosure to clients about the fair allocation of investment opportunities

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

(a) when the adviser opens an account for the client, and

(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) purchases or sells a security for the client, or

(ii) advises the client to purchase, sell or hold a security.

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

(a) are not insured by a government deposit insurer,

(b) are not guaranteed by the Canadian financial institution or Schedule III bank, and

(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

(a) purchases or sells a security for the client, or

(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.

14.5 Notice to clients by non-resident registrants

(1) 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:

(a) the non-resident status of the registrantfirm;

(b) the registrantfirm's jurisdiction of residence;

(c) the name and address of the agent for service of process of the registrantfirm in the local jurisdiction;

(d) the nature of risks to clients that legal rights may not be enforceable in the local jurisdiction.

(2) This section does not apply to a registered firm whose head office is in Canada if the firm has a physical place of business in the local jurisdiction.

Division 3 Client assets

14.6 Holding client assets in trust

A registered firm that holds client assets must hold the assets

(a) separate and apart from its own property,

(b) in trust for the client, and

(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.

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

(a) in the client's name,

(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

(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.

(2) Section 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

A registered firm that holds unencumbered securities for a client under a written safekeeping agreement must

(a) segregate the securities from all other securities,

(b) identify the securities as being held in safekeeping for the client in

(i) the registrant's security position record,

(ii) the client's ledger, and

(iii) the client's statement of account, and

(c) release the securities only on an instruction from the client.

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

(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

(i) the registrant's security position record,

(ii) the client's ledger, and

(iii) the client's statement of account.

(2) Securities described in subsection (1) may be segregated in bulk.

Division 4 Client accounts

14.10 Allocating investment opportunities fairly

A registered adviser must ensure fairness in allocating investment opportunities among its clients.

14.11 Selling or assigning client 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.

Division 5 Account activity reporting

14.12 Content and delivery of trade confirmation

(1) Subject to subsection (2), aA 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 or, if the client consents in writing, to a registered adviser acting for the client, a written confirmation of the transaction, setting out the following:

(a) the quantity and description of the security purchased or sold;

(b) the price per security paid or received by the client;

(c) the commission, sales charge, service charge and any other amount charged in respect of the transaction;

(d) whether the registered dealer acted as principal or agent;

(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;

(f) the name of the dealing representative, if any, in the transaction;

(g) the settlement date of 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.

(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.

(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.

(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.

(5) A registered investment fund manager that has executed a redemption order received directly from a security holder must promptly deliver to the security holder a written confirmation of the redemption, setting out the following:

(a) the quantity and description of the security redeemed;

(b) the price per security received by the client;

(c) the commission, sales charge, service charge and any other amount charged in respect of the redemption;

(d) the settlement date of the redemption.

14.13 Semi-annual confirmationsConfirmations 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:

(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;

(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);

(c) the transaction is in a security of a mutual fund, scholarship plan, educational plan or educational trust;.

(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. [repealed]

14.14 ClientAccount statements

(1) A registered dealer 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:

(a) the client has requested receiving statements on a monthly basis;

(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) Except if the client has otherwise directed, a registered adviser must deliver a statement to a client at least once every 3 months.

(3.1) If there is no dealer of record for a security holder on the records of a registered investment fund manager, the investment fund manager must deliver a statement to the security holder at least once every 12 months.

(4) A statement delivered under subsection (1), (2) or, (3) or (3.1) must include all of the following information for each transaction made for the client or security holder during the period covered by the statement:

(a) the date of the transaction;

(b) whether the type of transaction was a purchase, sale or transfer;

(c) the name of the security purchased or sold;

(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) or (3.1) must include all of the following information about the client's or security holder'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 marketfair value of each security in the account;

(c) the total marketfair value of each security position in the account;

(d) any cash balance in the account;

(e) the total marketfair value of all cash and securities in the account.

(5.1) After having determined the fair value of a security, if the registered firm, acting reasonably, determines that the fair value is not reliable, the registrant must do both of the following:

(a) for the purpose of paragraphs (5)(b) and (c), indicate that the fair value of the security is not determinable;

(b) exclude the security from the calculation described under paragraph (5)(e) and indicate that the security has been excluded from this calculation.

(5.2) Despite the requirement under subsection (5) to use the fair value of a security as at the end of the period for which the statement is made, a registered firm may use a fair value that was determined not more than 3 months before the end of the period for which the statement is made if both of the following apply:

(a) the security does not trade on an active market, as that term is defined in International Financial Reporting Standards;

(b) on a statement delivered to the client within the last 3 months, the firm used the fair value of the security as at the end of the period for which that statement was made.

(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

(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.

(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

On the 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,

(b) column 2 of Appendix C [new category names -- individuals], opposite the name of the local jurisdiction, is 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.

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

(a) column 1 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is 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,

(c) column 3 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is 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

(f) column 6 of Appendix D [new category names -- firms], opposite the name of the local jurisdiction, is registered as a restricted portfolio manager.

16.3 Change of registration categories -- limited market dealers

(1) This 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.

(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.

(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

(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

(a) until 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.

(2) Subsection (1) is [repealed one year after this Instrument comes into force.]

(3) Section 12.5 [insurance -- investment fund manager] does not apply to a registered dealer ora registered adviser that is acting as an investment fund manager on the day this Instrument comes into force.

(4) Subsection (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

(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 .

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.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .

16.7 Registration of exempt market dealers

(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].

(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

(a) until one year after this Instrument comes into force, or

(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.

(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

(a) until one year after this Instrument comes into force, or

(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.

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

(a) until 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.

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

(a) until 3 months 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.

(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 in a jurisdiction of Canada 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:

(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 3.13 [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:

(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) In Ontario and Newfoundland and Labrador, despite paragraph (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.

16.10 Proficiency for dealing and advising representatives

(1) Subject to subsections (2) and (3), if an individual is registered in a jurisdiction of Canada 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.

(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.

(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

(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.

(2) Subsection (1) is repealed one year after this Instrument comes into force.

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.

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.

(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.

(3) Subsections (1) and (2) are repealed 6 months after this Instrument comes into force.

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.

(2) Subsection (1) is repealed one year after this Instrument comes into force.

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.

(2) Subsection (1) is repealed 6 months after this Instrument comes into force.

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 firmin a jurisdiction of Canada on the day this Instrument comes into force.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .

16.17 ClientAccount statements -- mutual fund dealers

(1) Section 14.14 [ clientaccount statements] does not apply to a person or company that is a mutual fund dealer on the day this Instrument comes into force.was, on September 28, 2009, either of the following:

(a) a member of the MFDA;

(b) a mutual fund dealer in Québec, unless it was also a portfolio manager in Québec.

(2) Subsection (1) is repealed 2 years after this Instrument comes into force .on September 28, 2011.

16.18 Transition to exemption -- international dealers

(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.

(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

(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.

(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.

16.20 Transition to exemption -- portfolio manager and investment counsel (foreign)

(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.

(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.

Part 17 When this Instrument comes into force

17.1 Effective date

(1) Except in Ontario, this Instrument comes into force on September 28, 2009.

(2) In Ontario, this Instrument comes into force on the later of the following:

(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

_________________________

Firm Name

Capital Calculation

(as at ________________ with comparative figures as at ______________)

Notes:

This form must be prepared on an unconsolidated basis.

Line 5. Related-party debt -- Refer to the CICA Handbook for the definition of "related party" for publicly accountable enterprises.

Line 8. Minimum Capital -- The amount on this line must be not less than (a) $25,000 for an adviser, (b) $50,000 for a dealer, and (c) $100,000 for an investment fund manager.

Line 9. Market Risk -- The amount on this line must be calculated according to the instructions set out in Schedule 1 to this Form.

Line 11. Guarantees -- If the registered firm is guaranteeing the liability of another party, the total amount of the guarantee must be included in the capital calculation. If the amount of a guarantee is included in the firm's balance sheet as a current liability and is reflected in line 4, do not include the amount of the guarantee on line 11.

Line 12. Unresolved differences -- Any unresolved differences that could result in a loss from either firm or client assets must be included in the capital calculation.

The examples below provide guidance as to how to calculate unresolved differences:

(i) If there is an unresolved difference relating to client securities, the amount to be reported on Line 12 will be equal to the marketfair value of the client securities that are short, plus the applicable margin rate for those securities.

(ii) If there is an unresolved difference relating to the registrant's investments, the amount to be reported on Line 12 will be equal to the marketfair value of the investments (securities) that are short.

(iii) If there is an unresolved difference relating to cash, the amount to be reported on Line 12 will be equal to the amount of the shortfall in cash.

Management Certification

- - - - - - - - - - - - - - - - - - - -

Registered Firm Name: _________________________

We have examined the attached capital calculation and certify that the firm is in compliance with the capital requirements as at _________________________.

Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital

(calculating line 9 [market risk])

For each security whose value is included in line 1, Current Assets, multiply the marketfair value of the security by the margin rate for that security set out below. Add up the resulting amounts for all of the securities you hold. The total is the "market risk" to be entered on line 9.

(a) Bonds, Debentures, Treasury Bills and Notes

(i) Bonds, debentures, treasury bills and other securities of or guaranteed by the Government of Canada, of the United Kingdom, of the United States of America and of any other national foreign government (provided such foreign government securities are currently rated Aaa or AAA by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively), maturing (or called for redemption):

within 1 year	1% of marketfair value multiplied by the fraction determined by dividing the number of days to maturity by 365
over 1 year to 3 years	1 % of marketfair value
over 3 years to 7 years	2% of marketfair value
over 7 years to 11 years	4% of marketfair value
over 11 years	4% of marketfair value

(ii) Bonds, debentures, treasury bills and other securities of or guaranteed by any province of Canada and obligations of the International Bank for Reconstruction and Development, maturing (or called for redemption):

within 1 year	2% of marketfair value multiplied by the fraction determined by dividing the number of days to maturity by 365
over 1 year to 3 years	3 % of marketfair value
over 3 years to 7 years	4% of marketfair value
over 7 years to 11 years	5% of marketfair value
over 11 years	5% of marketfair value

(iii) Bonds, debentures or notes (not in default) of or guaranteed by any municipal corporation in Canada or the United Kingdom maturing:

within 1 year	3% of marketfair value multiplied by the fraction determined by dividing the number of days to maturity by 365
over 1 year to 3 years	5 % of marketfair value
over 3 years to 7 years	5% of marketfair value
over 7 years to 11 years	5% of marketfair value
over 11 years	5% of marketfair value

(iv) Other non-commercial bonds and debentures, (not in default):

10% of marketfair value

(v) Commercial and corporate bonds, debentures and notes (not in default) and non-negotiable and non-transferable trust company and mortgage loan company obligations registered in the registered firm's name maturing:

within 1 year	3% of marketfair value
over 1 year to 3 years	6 % of marketfair value
over 3 years to 7 years	7% of marketfair value
over 7 years to 11 years	10% of marketfair value
over 11 years	10% of marketfair value

(b) Bank Paper

Deposit certificates, promissory notes or debentures issued by a Canadian chartered bank (and of Canadian chartered bank acceptances) maturing:

within 1 year	2% of marketfair value multiplied by the fraction determined by dividing the number of days to maturity by 365
over 1 year	apply rates for commercial and corporate bonds, debentures and notes

(c) Acceptable foreign bank paper

Deposit certificates, promissory notes or debentures issued by a foreign bank, readily negotiable and transferable and maturing:

within 1 year	2% of marketfair value multiplied by the fraction determined by dividing the number of days to maturity by 365
over 1 year	apply rates for commercial and corporate bonds, debentures and notes

"Acceptable Foreign Bank Paper" consists of deposit certificates or promissory notes issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital plus reserves) of not less than $200,000,000.

(d) Mutual Funds

Where securitiesSecurities of mutual funds qualified by prospectus for sale in any province of Canada, the margin required is:

(i) 5% of the marketfair value of the fund, where the fund is a money market mutual fund as defined in National Instrument 81-102; or

(ii) the margin rate determined on the same basis as for listed stocks multiplied by the marketfair value of the fund.

(e) Stocks

(i) On In this paragraph, "securities (other than" includes rights and warrants and does not include bonds and debentures) including rights and warrants.

(i) On securities listed on any exchange in Canada or the United States:

Long Positions -- Margin Required

Securities selling at $2.00 or more -- 50% of marketfair value

Securities selling at $1.75 to $1.99 -- 60% of marketfair value

Securities selling at $1.50 to $1.74 -- 80% of marketfair value

Securities selling under $1.50 -- 100% of marketfair value

Short Positions -- Credit Required

Securities selling at $2.00 or more -- 150% of marketfair value

Securities selling at $1.50 to $1.99 - $3.00 per share

Securities selling at $0.25 to $1.49 -- 200% of marketfair value

Securities selling at less than $0.25 -- marketfair value plus $0.25 per shares

(ii) For positions in securities (other than bonds and debentures but including warrants and rights), 50% of the market value if the security is a constituent security that are constituent securities on a major broadly-based index of one of the following exchanges, 50% of the fair value:

(a) American Stock Exchange

(a) (b) Australian Stock Exchange Limited

(b) (c) Bolsa de Valores de Sao Paulo

(c) (d) Borsa Italiana

(e) Boston Stock Exchange

(f) Chicago Board of Options Exchange

(g) Chicago Board of Trade

(h) Chicago Mercantile Exchange

(i) Chicago Stock Exchange

(d) (j) Euronext Amsterdam

(e) (k) Euronext Brussels

(f) (l) Euronext Paris S.A.

(g) (m) Frankfurt Stock Exchange

(h) (n) London International Financial Futures and Options Exchange

(i) (o) London Stock Exchange

(p) Montreal Exchange

(q) New York Mercantile Exchange

(r) New York Stock Exchange

(j) (s) New Zealand Exchange Limited

(t) Pacific Exchange

(k) (u) Swiss Exchange

(l) (v) The Stock Exchange of Hong Kong Limited

(m) (w) Tokyo Stock Exchange

(x) Toronto Stock Exchange

(y) TSX Venture Exchange

(f) For all other securities -- 100% of marketfair value.

FORM 31-103F2 SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

(sections 8.18 [international dealer] and 8.26 [international adviser])

1. Name of person or company ("International Firm"):

2. Jurisdiction of incorporation of the International Firm:

3. Head office address of the International Firm:

4. Section of NI 31-103 the International Firm is relying on:

[ ] Section 8.18 [international dealer]

[ ] Section 8.26 [international adviser]

[ ] Other

5. Name of agent for service of process (the "Agent for Service"):

6. Address for service of process on the Agent for Service:

7. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defense in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

8. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.

9. Until 6 years after the International Firm ceases to rely on section 8.18 [international dealer] or section 8.26 [international adviser], the International Firm must submit to the securities regulatory authority

a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated; and

b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service.

10. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.

Dated: _________________________

Acceptance

The undersigned accepts the appointment as Agent for Service of (Insert name of International Firm) under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.

Dated: _________________________

FORM 31-103F3 USE OF MOBILITY EXEMPTION

(section 2.2 [client mobility exemption -- individuals])

This is to notify the securities regulatory authority that the individual named in paragraph 1 is relying on the exemption in section 2.2 [client mobility exemption -- individuals] of National Instrument 31-103 Registration Requirements and, Exemptionsand Ongoing Registrant Obligations.

1. Individual information

Name of individual: _________________________

NRD number of individual:_________________________

The individual is relying on the client mobility exemption in each of the following jurisdictions of Canada:

_________________________

2. Firm information

Name of the individual's sponsoring firm:

_________________________

NRD number of firm:_________________________

Dated: _________________________

APPENDIX A -- BONDING AND INSURANCE CLAUSES

(section 12.3 [insurance -- dealer], section 12.4 [insurance -- adviser]

and section 12.5 [insurance -- investment fund manager])

APPENDIX B -- SUBORDINATION AGREEMENT

(Line 5 of Form 31-103F1 Calculation of excess working capital)

SUBORDINATION AGREEMENT

THIS AGREEMENT is made as of the ____ day of ____________, 20___

BETWEEN:

[insert name]

(the "Lender")

AND

[insert name]

(the "Registered Firm", which term shall include all successors and assigns of the Registered Firm)

(collectively, the "Parties")

This Agreement is entered into by the Parties under National Instrument 31-103 Registration Requirements and, Exemptionsand Ongoing Registrant Obligations ("NI 31-103") in connection with a loan made on the ____day of ________, 20__ by the Lender to the Registered Firm in the amount of $ _________________(the "Loan") for the purpose of allowing the Registered Firm to carry on its business.

For good and valuable consideration, the Parties agree as follows:

1. Subordination

The repayment of the loan and all amounts owned thereunder are subordinate to the claims of the other creditors of the Registered Firm.

2. Dissolution, winding-up, liquidation, insolvency or bankruptcy of the Registered Firm

In the event of the dissolution, winding-up, liquidation, insolvency or bankruptcy of the Registered Firm:

(a) the creditors of the Registered Firm shall be paid their existing claims in full in priority to the claims of the Lender;

(b) the Lender shall not be entitled to make any claim upon any property belonging or having belonged to the Registered Firm, including asserting the right to receive any payment in respect to the Loan before the existing claims of the other creditors of the Registered Firm have been settled.

3. Terms and conditions of the Loan

During the term of this Agreement:

(a) interest can be paid at the agreed upon rate and time, provided that the payment of such interest does not result in a capital deficiency under NI 31-103;

(b) any loan or advance or posting of security for a loan or advance by the Registered Firm to the Lender, shall be deemed to be a payment on account of the Loan.

4. Notice to the Securities Regulatory Authority

The Registered Firm must notify the Securities Regulatory Authority prior to the full or partial repayment of the loan. Further documentation may be requested by the Securities Regulatory Authority after receiving the notice from the Registered Firm.

5. Termination of this Agreement

This Agreement may only be terminated by the Lender once the notice required pursuant to Section 4 of this Agreement is received by the Securities Regulatory Authority.

The Parties have executed and delivered this Agreement as of the date set out above.

[Registered Firm]

[Lender]

APPENDIX C -- NEW CATEGORY NAMES --- INDIVIDUALS

(Section 16.1 [change of registration categories -- individuals])

APPENDIX D -- NEW CATEGORY NAMES --- FIRMS

(Section 16.2 [change of registration categories -- firms])

APPENDIX E -- NON-HARMONIZED CAPITAL REQUIREMENTS

(Section 12.1 [capital requirements])

APPENDIX F -- NON-HARMONIZED INSURANCE REQUIREMENTS

(Section 16.13 [insurance requirements])

Appendix C: Companion Policy 31-103 Registration Requirements and Exemptions, Blacklined to Show Changes to the Current Companion Policy 31-103CP

APPENDIX C

COMPANION POLICY 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS, BLACKLINED

TO SHOW CHANGES TO THE CURRENT COMPANION POLICY 31-103CP

Companion Policy 31-103 CP

REGISTRATION REQUIREMENTS AND, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

Part 1 Definitions and fundamental concepts

1.1 Introduction

This Companion Policy sets out how the Canadian Securities Administrators (the CSA or we) interpret or apply the provisions of National Instrument 31-103 Registration Requirements and, Exemptions and Ongoing Registrant Obligations(NI 31-103) and related securities legislation.

Except for Part 1, the numbering of Parts, Divisions and sections in this Companion Policy correspond to the numbering in NI 31-103. Any general guidance for a Part or a Division appears immediately after the Part or Division name. Any specific guidance on sections in NI 31-103 follows any general guidance. If there is no guidance for a Part, Division or section, the numbering in this Companion Policy will skip to the next provision that does have guidance.

All references in this Companion Policy to sections, Parts and Divisions are to NI 31-103, unless otherwise noted.

For additional requirements that may apply to them, registrants should refer to:

• National Instrument 31-102 National Registration Database (NI 31-102) and the Companion Policy to NI 31-102

• National Instrument 33-109 Registration Information (NI 33-109) and the Companion Policy to NI 33-109

• National Policy 11-204 Process for Registration in Multiple Jurisdictions (NP 11-204), and

• securities and derivatives legislation in their jurisdiction

Registrants that are members of a self-regulatory organization (SRO) must also comply with their SRO's requirements.

Delivering disclosure and notices

RegistrantsUnder section 1.3, registrants must deliver all disclosure and notices required under NI 31-103 to the registrant's principal regulator, except for. This does not apply to notices under sections:

• 8.18 International dealer

• 8.26 International adviser

• 11.9 Registrant acquiring a registered firm's securities or assets, and

• 11.10 Registered firm whose securities are acquired

Registrants must deliver these notices to the regulator in each jurisdiction where they are registered.

These documents may be delivered electronically. Registrants should refer to National Policy 11-201 Delivery of Documents by Electronic Means and, in Québec, Notice 11-201 Delivery of Documents by Electronic Means.

See Appendix A for contact information for each regulator.

1.2 Definitions

Unless defined in NI 31-103, terms used in NI 31-103 and in this Companion Policy have the meaning given to them in the securities legislation of each jurisdiction or in National Instrument 14-101 Definitions. See Appendix B for a list of some terms that are not defined in NI 31-103 or this Companion Policy but are defined in other securities legislation.

In this Companion Policy , "regulator" means the regulator or securities regulatory authority in a jurisdiction.

Permitted client

The following discussion provides guidance on the term "permitted client", which is defined in section 1.1 of NI 31-103.1.1.

"Permitted client" is used in the following sections:

• 8.18 International dealer

• 8.26 International adviser

• 13.2 Know your client

• 13.3 Suitability

• 13.13 Disclosure when recommending the use of borrowed money

• 14.2 Relationship disclosure information, and

• 14.4 When the firm has a relationship with a financial institution

Exemptions from registration when dealing with permitted clients

NI 31-103 exempts international dealers and international advisers from the registration requirement if they deal with certain permitted clients and meet certain other conditions.

Exemptions from other requirements when dealing with permitted clients

Under section 13.3, permitted clients may waive their right to have a registrant determine that a trade is suitable. In order to rely on this exemption, the registrant must determine that a client is a permitted client at the time the client waives their right to suitability.

Under sections 13.13, 14.2 and 14.4, registrants do not have to provide certain disclosures to permitted clients. In order to rely on these exemptions, registrants must determine that a client is a permitted client at the time the client opens an account.

Determining assets

The definition of permitted client includes monetary thresholds based on the value of the client's assets. The monetary thresholds in paragraphs (o) and (q) of the definition are intended to create "bright-line" standards. Investors who do not satisfy these thresholds do not qualify as permitted clients under the applicable paragraph.

Paragraph (o) of the definition

Paragraph (o) refers to an individual who beneficially owns financial assets with an aggregate realizable value that exceeds $5 million, before taxes but net of any related liabilities.

In general, determining whether financial assets are beneficially owned by an individual should be straightforward. However, this determination may be more difficult if financial assets are held in a trust or in other types of investment vehicles for the benefit of an individual.

Factors indicating beneficial ownership of financial assets include:

• possession of evidence of ownership of the financial asset

• entitlement to receive any income generated by the financial asset

• risk of loss of the value of the financial asset, and

• the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit

For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual. Securities held in a group RRSP are not beneficially owned if the individual cannot acquire and deal with the securities directly.

"Financial assets" is defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

Realizable value is typically the amount that would be received by selling an asset. value may be used to estimate realizable value when a market for an asset exists. The value attributed to assets should reasonably reflect their estimated fair value.

Paragraph (q) of the definition