Regulation 14-101 Respecting Definitions

Regulation 14-101 September 13, 2023 Page 1 Last amendment in force on September 13, 2023 This document has official status
chapter V-1.1, r. 3
REGULATION 14-101 RESPECTING DEFINITIONS
Decision 2001-C-0274, Title; M.O. 2008-06. s. 1.
Securities Act
(chapter V-1.1, s. 331.1)
PART I
DEFINITIONS AND INTERPRETATION
1.1. Definitions and Interpretation

1. Every term that is defined or interpreted in the statute of the local jurisdiction
   referred to in Appendix B, the definition or interpretation of which is not restricted to a specific portion of the statute, has, if used in a regulation, the meaning ascribed to it in that statute unless the context otherwise requires.
2. A provision or reference within a provision of a regulation that specifically refers by
   name to one or more jurisdictions other than the local jurisdiction shall not have any effect in the local jurisdiction, unless otherwise stated in the regulation.
3. In a regulation
   "1933 Act" means the Securities Act of 1933 of the United States of America, as amended from time to time; "1934 Act" means the Securities Exchange Act of 1934 of the United States of America, as amended from time to time; "adviser registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an adviser unless the person or company is registered in the appropriate category of registration under securities legislation; "blanket rulings and orders" means rulings and orders issued under Canadian securities legislation in certain jurisdictions that are applicable to a class of persons, trades, intended trades, securities, exchange contracts or transactions;

Regulation 14-101 September 13, 2023 Page 2 “Canadian financial institution” means (a) a bank listed in Schedule I or II to the Bank Act (S.C., 1991, c. 46), (b) a body corporate, as defined in the Trust and Loan Companies Act (S.C., 1991, chapter 45) and to which that Act applies, (c) an association, as defined in the Cooperative Credit Associations Act (S.C., 1991, c. 48) and to which that Act applies, (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act (S.C. 1991, c. 47), (e) a trust, loan or insurance corporation authorized to carry on business by or under an Act of the legislature of a jurisdiction of Canada, (f) a credit union, central credit union, caisse populaire, financial services cooperative or credit union league or federation that is incorporated or otherwise authorized to carry on business by or under an Act of the legislature of a jurisdiction of Canada, or (g) a treasury branch established by or under an Act of the legislature of a jurisdiction of Canada "Canadian GAAP" means generally accepted accounting principles determined with reference to the Handbook; "Canadian GAAS" means generally accepted auditing standards determined with reference to the Handbook; "Canadian securities directions" means the instruments listed in Appendix A; "Canadian securities legislation" means the statutes and the other instruments listed in
Appendix B;
"Canadian securities regulatory authorities" means the securities commissions and similar regulatory authorities listed in Appendix C; "CIPF" means the Canadian Investor Protection Fund; "CSA" means the Canadian Securities Administrators; "dealer registration requirement" means:
(a) in every jurisdiction except British Columbia, Manitoba and New Brunswick, the requirement in securities legislation that prohibits a person or company from acting as a dealer unless that person or company is registered in the appropriate category of registration under securities legislation, and

Regulation 14-101 September 13, 2023 Page 3 (b) in British Columbia, Manitoba and New Brunswick, the requirement in securities legislation that prohibits a person or company from trading in a security unless that person or company is registered in the appropriate category of registration under securities legislation; "equity security" has the meaning ascribed to that term in securities legislation; “exchange contract” means, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a derivative:
(a) that is traded on an exchange;
(b) that has standardized terms and conditions determined by that exchange; and (c) for which a clearing agency substitutes, through novation or otherwise, the credit of the clearing agency for the credit of the parties to the derivative. "foreign jurisdiction" means a country other than Canada or a political subdivision of a country other than Canada; “Handbook” means (a) the Chartered Professional Accountants of Canada Handbook - Accounting, as amended from time to time, and (b) the Chartered Professional Accountants of Canada Handbook - Assurance, as amended from time to time; "IFRS" means the standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time; "implementing law of a jurisdiction" means, for a local jurisdiction, a regulation, rule, ruling or order of the Canadian securities regulatory authority that implements a regulation in the local jurisdiction; "insider reporting requirement" means (a) a requirement to file insider reports under Parts 3 and 4 of Regulation 55-104 respecting Insider Reporting Requirements and Exemptions (c. V-1.1, r. 31); (b) a requirement to file insider reports under any provisions of Canadian securities legislation substantially similar to Parts 3 and 4 of Regulation 55-104 respecting Insider Reporting Requirements and Exemptions; and (c) a requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) (c. V-1.1, r. 30)

Regulation 14-101 September 13, 2023 Page 4 "International Standards on Auditing" means auditing standards set by the International Auditing and Assurance Standards Board, as amended from time to time; "investment fund manager registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an investment fund manager unless the person or company is registered in the appropriate category of registration under securities legislation; "issuer bid" has the meaning ascribed to that term in securities legislation; "ITA" means the Income Tax Act (Canada); "jurisdiction" or "jurisdiction of Canada" means a province or territory of Canada except when used in the term foreign jurisdiction; "local jurisdiction" means, in a regulation adopted or made by a Canadian securities regulatory authority, the jurisdiction in which the Canadian securities regulatory authority is situate; "networking notice requirement" means the requirement in securities legislation that a registrant give written notice to the securities regulatory authority or regulator before entering into a networking arrangement; "person or company", for the purpose of a regulation, means, (a) in British Columbia, a "person" as defined in section 1(1) of the Securities Act (R.S.B.C. 1996, c. 418); (b) in New Brunswick, a "person" as defined in section 1(1) of the Securities Act (S.N.B. 2004, c. S-5.5); (c) in the Northwest Territories, a "person" as defined in section 1 of the Securities Act (Northwest Territories); (c.1) in Nunavut, a "person" as defined in section 1 of the Seucrities Act (S.Nu. 2008, c. 12); (d) in Prince Edward Island, a "person" as defined in section 1 of the Securities Act (R.S.P.E.I. 1988, c. S-3); (e) in Québec, a "person" as defined in section 5.1 of the Securities Act (R.S.Q.,
c. V-1.1); and
(f) in Yukon Territory, a "person" as defined in section 1 of the Securities Act (R.S.Y. 2002, c. 201); "prospectus requirement" means the requirement in securities legislation that prohibits a person or company from distributing a security unless a preliminary prospectus

Regulation 14-101 September 13, 2023 Page 5 and prospectus for the security have been filed and the regulator or, in Québec, the securities regulatory authority has issued receipts for them; "provincial and territorial securities directions" means the instruments listed in
Appendix A;
"provincial and territorial securities legislation" means the statutes and the other instruments listed in Appendix B; "provincial and territorial securities regulatory authorities" means the securities commissions and similar regulatory authorities listed in Appendix C; "registration requirement" means all of the following:
(a) the adviser registration requirement,
(b) the dealer registration requirement,
(c) the investment fund manager registration requirement, and (d) the underwriter registration requirement; "regulator" means, for the local jurisdiction, the person referred to in Appendix D opposite the name of the local jurisdiction; "SEC" means the Securities and Exchange Commission of the United States of America; "securities directions" means, for the local jurisdiction, the instruments listed in
Appendix A opposite the name of the local jurisdiction;
"securities legislation" means, for the local jurisdiction, the statute and other instruments listed in Appendix B opposite the name of the local jurisdiction; "securities regulatory authority" means, for the local jurisdiction, the securities commission or similar regulatory authority listed in Appendix C opposite the name of the local jurisdiction; "SRO" means a self-regulatory organization, a self-regulatory body or an exchange. "take-over bid" has the meaning ascribed to that term in securities legislation; "underwriter registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an underwriter unless the person or company is registered in the appropriate category of registration under securities legislation; and

Regulation 14-101 September 13, 2023 Page 6 "U.S. federal securities law" means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time; Decision 2001-C-0274, s. 1.1; Decision 2002-C-0234, s. 1; M.O. 2008-06, s. 2; M.O. 2009-05, s. 1; M.O. 2010-08, s. 1; M.O. 2010-17, s. 1; I.N. 2017-05-01; I.N. 2020-05-01 ; M.O. 2023-14, s. 1.
PART II
EFFECTIVE DATE
2.1. Effective Date
(Omis)
Decision 2001-C-0274, s. 2.1; M.O. 2008-06, s. 3.

Regulation 14-101 September 13, 2023 Page 7
APPENDIX A
PROVINCIAL AND TERRITORIAL SECURITIES DIRECTIONS/ CANADIAN SECURITIES DIRECTIONS LOCAL JURISDICTION INSTRUMENTS ALBERTA The policy statements and the written interpretations issued by the securities regulatory authority. BRITISH COLUMBIA The policy statements and the written interpretations issued by the securities regulatory authority. MANITOBA The policy statements and the written interpretations issued by the securities regulatory authority. NEW BRUNSWICK The policy statements and the written interpretations issued by the securities regulatory authority. NEWFOUNDLAND The policy statements and the written interpretations issued by the securities regulatory authority. NORTHWEST TERRITORIES The policy statements and the written interpretations issued by the securities regulatory authority. NOVA SCOTIA The policy statements and the written interpretations issued by the securities regulatory authority. NUNAVUT The policy statements and the written interpretations issued by the securities regulatory authority. ONTARIO None. PRINCE EDWARD ISLAND The policy statements and the written interpretations issued by the securities regulatory authority. QUEBEC The policy statements and the written interpretations issued by the securities regulatory authority. SASKATCHEWAN The policy statements and the written interpretations issued by the securities regulatory authority. YUKON TERRITORY The policy statements and the written interpretations issued by the securities regulatory authority. Decision 2001-C-0274, App. A; Decision 2002-C-0234, s. 2.

Regulation 14-101 September 13, 2023 Page 8
APPENDIX B
PROVINCIAL AND TERRITORIAL SECURITIES LEGISLATION/CANADIAN SECURITIES LEGISLATION LOCAL JURISDICTION STATUTE AND OTHER INSTRUMENTS ALBERTA Securities Act and the regulations and rules under that Act and the blanket rulings and orders issued by the securities regulatory authority. BRITISH COLUMBIA Securities Act and the regulations, rules and forms under that Act and the blanket rulings and orders issued by the securities regulatory authority. MANITOBA The Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. NEW BRUNSWICK Securities Act and the regulations under that Act and the orders issued by the securities regulatory authority. NEWFOUNDLAND Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. NORTHWEST TERRITORIES Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. NOVA SCOTIA Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. NUNAVUT Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. ONTARIO Securities Act and the regulations and rules under that Act. PRINCE EDWARD ISLAND Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. QUEBEC Securities Act (QSLR, c. V-1.1), Act respecting the Regulation of the Financial Sector (QSLR, c. E-6.1), Derivatives Act (QSLR, c. I￾14.01), the regulations under those Acts, and the blanket rulings and orders issued by the securities regulatory authority SASKATCHEWAN The Securities Act, 1988 and the regulations and rules under that Act and the blanket rulings and orders issued by the securities regulatory authority. YUKON TERRITORY Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority. Decision 2001-C-0274, App. B; Decision 2002-C-0234, s. 3; M.O. 2008-06, s. 4; M.O. 2009-05, s. 2.

Regulation 14-101 September 13, 2023 Page 9
APPENDIX C
PROVINCIAL AND TERRITORIAL SECURITIES REGULATORY AUTHORITIES/ CANADIAN SECURITIES REGULATORY AUTHORITIES LOCAL JURISDICTION SECURITIES REGULATORY AUTHORITY ALBERTA Alberta Securities Commission BRITISH COLUMBIA British Columbia Securities Commission MANITOBA The Manitoba Securities Commission NEW BRUNSWICK Financial and Consumer Services Commission NEWFOUNDLAND Securities Commission of Newfoundland NORTHWEST TERRITORIES Superintendent of Securities, Northwest Territories NOVA SCOTIA Nova Scotia Securities Commission NUNAVUT Superintendent of Securities, Nunavut ONTARIO Ontario Securities Commission PRINCE EDWARD ISLAND Superintendent of Securities, Prince Edward Island QUEBEC Autorité des marchés financiers or, where applicable, the Financial Markets Administrative Tribunal SASKATCHEWAN Saskatchewan Securities Commission YUKON TERRITORY Superintendent of Securities, Yukon Territory Decision 2001-C-0274, App. C; Decision 2002-C-0234, s. 4; M.O. 2008-06, s. 5; M.O. 2009-05, s. 3; 2016, c. 7, s. 179; I.N. 2017-10-01.

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APPENDIX D
REGULATOR
LOCAL JURISDICTION REGULATOR
ALBERTA Executive Director, as defined under section 1 of the Securities Act (Alberta). BRITISH COLUMBIA Executive Director, as defined under section 1 of the Securities Act (British Columbia). MANITOBA Director, as defined under subsection 1(1) of The Securities Act (Manitoba). NEW BRUNSWICK Executive Director as defined in section 1 of the Securities Act. NEWFOUNDLAND Director of Securities, designated under section 7 of the Securities Act (Newfoundland). NORTHWEST TERRITORIES Superintendent, as defined under section 1 of the Securities Act (Northwest Territories). NOVA SCOTIA Director, as defined under section 1 of the Securities Act (Nova Scotia). NUNAVUT Superintendent, as defined under section 1 of the Securities Act (Nunavut). ONTARIO Director, as defined under section 1 of the Securities Act (Ontario). PRINCE EDWARD ISLAND Superintendent, as defined in section 1 of the Securities Act. QUEBEC Autorité des marchés financiers SASKATCHEWAN Director, as defined in section 1 of The Securities Act, 1988 (Saskatchewan). YUKON TERRITORY Superintendent, as defined in section 1 of the Securities Act. Decision 2001-C-0274, App. D; Decision 2002-C-0234, s. 5; M.O. 2008-06, s. 6; M.O. 2009-05, s. 4. Decision 2001-C-0274, 2001-06-12 Bulletin hebdomadaire: 2001-06-29, Vol. XXXII n° 26 Amendments Decision 2002-C-0324, 2002-09-10 Bulletin hebdomadaire: 2002-10-18, Vol. XXXIII n° 41 (This Amendment comes into force on December 31, 2002)

Regulation 14-101 September 13, 2023 Page 11 Decision 2008-PDG-0058, 2008-02-22 Bulletin de l'Autorité: 2008-03-14, Vol. 5 n° 10 M.O. 2008-06, 2008 G.O. 2, 726 Decision 2009-PDG-0123, 2009-09-04 Bulletin de l'Autorité: 2009-09-25, Vol. 6 n° 38 M.O. 2009-05, 2009 G.O. 2, 3362A Decision 2010-PDG-0051, 2010-03-19 Bulletin de l'Autorité: 2009-09-25, Vol. 6 n° 38 M.O. 2009-03, 2009 G.O. 2, 923 Décision 2010-PDG-0216, 2010-11-22 Bulletin de l'Autorité: 2010-12-17, Vol. 7 n° 50 M.O. 2010-17, 2010 G.O. 2, 3918 CSA Staff Notice 11-337 Bulletin de l’Autorité: 2017-12-07, Vol. 14 n° 48 I.N. 2017-10-01 CSA Staff Notice 11-342 Bulletin de l’Autorité : 2020-08-06, Vol. 17 n° 31 I.N. 2020-05-01 Decision 2023-PDG-0037, 2023-08-09 Bulletin de l’Autorité : 2023-09-14, Vol. 20 n° 36 M.O. 2023-14, 2023 G.O. 2, 2158A