Section 1.1 definition of "interim period" was added by BC Reg 382/2010, effective January 1, 2011.

 Section 1.1 definition of "NI 45-106" BEFORE repealed by BC Reg 121/2011, effective July 11, 2011.

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

 Section 1.1 definition of "permitted client" paragraphs (d), (m), (n) and (o) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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;

(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

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

(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;

 Section 1.1 definitions of "Canadian financial institution", "debt security" and "subsidiary" BEFORE amended by BC Reg 121/2011, effective July 11, 2011

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

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

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

 Section 1.1 definitions "IROC Provision" and "MFDA Provision" were added by BC Reg 27/2012, effective February 22, 2012.

 Section 1.1 definitions of "operating charge" and "transaction charge" were added by BC Reg 193/2013, effective July 15, 2013.

 Section 1.1 definition of "trailing commission" was added by BC Reg 193/2013, effective July 15, 2014.

 Section 1.1 definitions of "designated rating", "designated rating organization", "DRO affiliate", "principal regulator" and "sub-adviser" were added by BC Reg 238/2014, effective January 11, 2015.

 Section 1.1 definition of "sponsoring firm" BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

"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;

 Section 1.1 definitions of "Canadian financial institution", "debt security" and "subsidiary" BEFORE amended by BC Reg 67/2015, effective May 5, 2015.

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

"debt security" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;

"subsidiary" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;

 Section 1.1 definition of "permitted client", paragraphs (m), (n) and (o) BEFORE amended by BC Reg 67/2015, effective May 5, 2015.

(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, 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 the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, 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 National Instrument 45-106 Prospectus and Registration Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;

 Section 1.1 definitions of "book cost" and "original cost" were added by BC Reg 193/2013, effective July 15, 2015.

 Section 1.1 definition of "total percentage return" was added by BC Reg 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 1.1 definitions of "Canadian custodian", "foreign custodian" and "qualified custodian" were added BC Reg 210/2017, effective June 4, 2018.

 Section 1.1 definitions of "designated rating" and "designated rating organization" BEFORE amended BC Reg 111/2018, effective June 12, 2018.

"designated rating" has the same meaning as in National Instrument 81-102 Investment Funds;

"designated rating organization" has the same meaning as in National Instrument 81-102 Investment Funds;

 Section 1.1 definition of "successor credit rating organization" was added BC Reg 111/2018, effective June 12, 2018.

 Section 1.1 definitions of "financial exploitation", "temporary hold", "trusted contact person" and "vulnerable client" were added by BC Reg 341/2021, effective December 31, 2021.

 Section 1.1 definition of "designated rating" BEFORE amended by BC Reg 344/2021, effective January 5, 2022.

"designated rating" has the same meaning as in paragraph (b) of the definition of "designated rating" in National Instrument 81-102 Investment Funds;

 Section 1.1 definition of "Canadian financial institution" BEFORE repealed by BC Reg 209/2023, effective September 13, 2023.

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

 Section 1.2 BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

 Section 1.2 (1) and (2) BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

(1) Subject to sections 8.2 and 8.26, in British Columbia, a reference to "securities" in this Instrument includes "exchange contracts", unless the context otherwise requires.

(2) Subject to sections 8.2 and 8.26, in Alberta, New Brunswick, Nova Scotia and Saskatchewan, a reference to "securities" in this Instrument includes "derivatives", unless the context otherwise requires.

 Section 1.3 (1) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

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

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

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

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

 Section 1.3 (1) and (3) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

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

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

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

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

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

(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.

 Section 1.3 (2) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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].

 Section 1.3 (4) and (5) were added by BC Reg 238/2014, effective January 11, 2015.

 Section 2.2 (1) (e) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 3.1 definition of "Canadian Investment Funds Exam" BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.1 definition of "PDO Exam" paragraph (a) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.1 the definition of "Chief Compliance Officers Qualifying Exam" was added by BC Reg 121/2011, effective July 11, 2011.

 Section 3.3 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.3 (4) was added by BC Reg 238/2014, effective January 11, 2015.

 Section 3.4 (1) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 3.4 (1) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(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, including understanding the structure, features and risks of each security the individual recommends.

 Section 3.5 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.5 (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Section 3.6 (a) (i) and (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(i)  the Canadian Investment Funds 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;

 Section 3.6 (c) was added by BC Reg 121/2011, effective July 11, 2011.

 Section 3.6 (a) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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, the Mutual Fund Dealers Compliance Exam or the Chief Compliance Officers Qualifying Exam;

 Section 3.7 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.7 BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Section 3.8 (c) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(c) the PDO Exam.

 Section 3.8 BEFORE re-enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 3.9 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.9 (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Section 3.10 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.10 (a) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(a) the individual has passed the following:

(i) the Exempt Market Products Exam or the Canadian Securities Course Exam; and

(ii) the PDO Exam or the Chief Compliance Officers Qualifying Exam;

 Section 3.11 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.12 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 3.13 (a) (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.13 (a) (iii) (B) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.13 (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.13 (b) (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.13 (c) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.14 (a) (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.14 (a) (iii) (B) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 3.14 (b) (i) and (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

(ii)  passed the PDO Exam, and

 Section 3.14 (d) was added by BC Reg 121/2011, effective July 11, 2011.

 Section 3.15 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 3.16 (3) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(3)  In Québec, the requirements listed in subsection (2) do not apply to a registered individual who is a dealing representative of a mutual fund dealer if the registered individual complies with the applicable regulations on mutual fund dealers in Québec.

 Section 3.16 (1.1) and (2.1) were added by BC Reg 27/2012, effective February 28, 2012.

 Section 3.16 (2.1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(2.1) Subsection (2) only applies to a registered individual who is a dealing representative of a member of the MFDA in respect of a requirement specified in paragraphs (2) (a) or (b) if the registered individual complies with the corresponding MFDA Provisions that are in effect.

 Section 3.16 (1) (part), (1.1), (2) (part) and (2.1) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

(1.1) Subsection (1) only applies to a registered individual who is a dealing representative of a member of IIROC in respect of a requirement specified in any of paragraphs (1) (a) to (c) if the registered individual complies with the corresponding IIROC Provisions that are in effect.

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

(2.1) Subsection (2) only applies to a registered individual who is a dealing representative of a member of the MFDA in respect of a requirement specified in paragraph (2) (a) or (b) if the registered individual complies with the corresponding MFDA Provisions that are in effect.

 Section 3.16 (1) (b) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(b) section 13.3 [suitability];

 Section 3.16 (2) (a) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(a) section 13.3 [suitability];

 Section 4.1 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 4.1 (1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(1) A registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual

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

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

 Section 4.2 (3) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 4.2 (3) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(3) No later than the 7th day following the date of a designation under subsection (2), a registered adviser must provide the regulator or, in Québec, the securities regulatory authority with the names of the advising representative and the associate advising representative who are the subject of the designation.

 Section 6.7 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 6.7 BEFORE re-enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 7.1 (2) (b) (ii) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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,

 Section 7.1 (3) BEFORE repealed by BC Reg 121/2011, effective July 11, 2011.

(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:

(a) scholarship plans;

(b) educational plans;

(c) educational trusts.

 Section 7.1 (2) (d) (ii) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 7.1 (2) (d) (iii) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

(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

 Section 7.1 (5) was added by BC Reg 238/2014, effective July 11, 2015.

 Section 7.1 (2) (d) (i) and (ii) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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) subject to subsection (5), act as a dealer by trading a security that, if the trade were a distribution, would be exempt from the prospectus requirement, or

 Section 7.1 (5) BEFORE repealed by BC Reg 210/2017, effective December 4, 2017.

(5) An exempt market dealer must not trade a security if

(a) the security is listed, quoted or traded on a marketplace, and

(b) the trade in the security does not require reliance on a further exemption from the prospectus requirement.

 Section 8.0.1 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.2 BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

 Section 8.5 (part) and (a) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Section 8.5.1 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.6 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 8.6 (1) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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 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.

 Section 8.6 (1) (a.1) was added by BC Reg 210/2017, effective December 4, 2017.

 Section 8.7 (4) (a) BEFORE amended by BC Reg 343/2021, effective June 1, 2022.

(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

 Section 8.9 (a) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

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

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

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

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

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

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

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

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

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

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

(xi) in Québec, former sections 51 and 155.1 (2) of the Securities Act (Québec);

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

 Section 8.12 (3) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

 Section 8.12 (3) BEFORE amended by BC Reg 49/2021, effective March 1, 2021.

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

 Section 8.12 (4) BEFORE repealed by BC Reg 49/2021, effective March 1, 2021.

(4) This section does not apply in Ontario.

 Section 8.12 note BEFORE struck out by BC Reg 49/2021, effective March 1, 2021.

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

 Section 8.14 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 8.14 (1) BEFORE amended by BC Reg 67/2015, effective May 5, 2015.

(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 National Instrument 45-106 Prospectus and Registration Exemptions;

"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.

 Section 8.15 (2) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(2) This section does not apply in Ontario.

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

 Section 8.16 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 8.16 (1) definitions of "consultant", "executive officer", "permitted assign" and "related entity" BEFORE amended by BC Reg 67/2015, effective May 5, 2015.

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

"executive officer" has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions;

"permitted assign" has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus and Registration Exemptions;

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

 Section 8.16 (3) (b) BEFORE amended BC Reg 112/2018, effective June 12, 2018.

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

 Section 8.16 (3) (b) (iii) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(iii) in Alberta, exemptions similar to the exemptions set out in subparagraph (i) as made by the securities regulatory authority in Alberta.

 Section 8.17 (5) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 8.17 (2) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 8.17 (5) BEFORE amended by BC Reg 67/2015, effective May 5, 2015.

(5) Subject to section 8.4 [transition — reinvestment plan] of National Instrument 45-106 Prospectus and Registration Exemptions, 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.

 Section 8.18 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 8.18 (1) definition of "Canadian permitted client" BEFORE deleted by BC Reg 238/2014, effective January 11, 2015.

"Canadian permitted client" means a permitted client referred to in any of paragraphs (a) to (e), (g) or (i) to (r) of the definition of "permitted client" in section 1.1 if

(a) in the case of an individual, the individual is a resident of Canada;

(b) in the case of a trust, the terms of the trust expressly provide that those terms are governed by the laws of a jurisdiction of Canada;

(c) in any other case, the permitted client is incorporated, organized or continued under the laws of Canada or a jurisdiction of Canada;

 Section 8.18 (2) (b), (c), (d), and (f) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(b) a trade in a debt security with a Canadian 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 Canadian permitted client, other than during the security's distribution;

(d) a trade in a foreign security with a Canadian 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;

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

 Section 8.18 (3) (d) (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 8.18 (4) (part) (a) and (b) (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(4) The exemption under subsection (2) is not available to a person or company in respect of a trade with a Canadian permitted client unless one of the following applies:

(a) the Canadian 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 Canadian permitted client of all of the following:

 Section 8.18 (5) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(5) A person or company that relied on the exemption in subsection (2) during the 12 month period preceding December 1 of a year must notify the regulator or, in Québec, the securities regulatory authority of that fact by December 1 of that year.

 Section 8.18 (2) (b) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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;

 Section 8.19 (2) (a) (i) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(i)  a dealing representative of a mutual fund dealer who is acting on behalf of the mutual fund dealer;

 Section 8.19 (2) (a) (i) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(i) a dealing representative of a mutual fund dealer who is acting on behalf of the mutual fund dealer in respect of securities listed in section 7.1 (2) (b);

 Section 8.19 (2) (a) (iii) BEFORE repealed by BC Reg 209/2023, effective September 13, 2023.

(iii) in Ontario, a financial intermediary;

 Section 8.20 (1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 8.20 (2) and (3) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 8.20 (1) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(1) In Alberta, British Columbia, New Brunswick and Saskatchewan, the dealer registration requirement does not apply to a person or company in respect of a trade in an exchange contract by the person or company if one of the following applies:

 Section 8.20.1 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.20.1 BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

 Section 8.21 (1) definition of "approved credit rating" BEFORE changed to "designated rating" by BC Reg 179/2013, effective May 31, 2013.

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

 Section 8.21 (1) definition of "approved credit rating organization" BEFORE changed to "designated rating organization" by BC Reg 179/2013, effective May 31, 2013.

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

 Section 8.21 (1) definition of "DRO affiliate" was added by BC Reg 179/2013, effective May 31, 2013.

 Section 8.21 (2) (b) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

(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;

 Section 8.21 (1) definitions of "designated rating" and "designated rating organization" BEFORE amended by BC Reg 176/2014, effective September 22, 2014.

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

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

 Section 8.21 (1) definitions of "designated rating", "designated rating organization" and "DRO affiliate" before deleted by BC Reg 238/2014, effective January 11, 2015.

"designated rating" has the same meaning as in National Instrument 81-102 Investment Funds;

"designated rating organization" has the same meaning as in National Instrument 81-102 Investment Funds;

"DRO affiliate" has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;

 Section 8.22.1 was enacted by BC Reg 238/2014, effective July 11, 2015.

 Section 8.22 (2) (d) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

 Section 8.22 (3) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 8.22.2 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.24 BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

 Section 8.26 the definition of "permitted client" BEFORE repealed by BC Reg 121/2011, effective July 11, 2011.

"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.

 Section 8.26 the definition of "Canadian permitted client" was added by BC Reg 121/2011, effective July 11, 2011.

 Section 8.26 (3), (4) and (5) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

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

(i)  the adviser is not registered in Canada;

(ii)  the jurisdiction of residence of the adviser;

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

(iv)  that there may be difficulty enforcing legal rights against the adviser because it is resident outside Canada and all or substantially all of its assets may be situated outside of Canada;

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

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

 Section 8.26 (2) definition of "Canadian permitted client" BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

"Canadian permitted client" means a permitted client referred to in any of paragraphs (a) to (c), (e), (g) or (i) to (r) of the definition of "permitted client" in section 1.1 if

(a) in the case of an individual, the individual is a resident of Canada;

(b) in the case of a trust, the terms of the trust expressly provide that those terms are governed by the laws of a jurisdiction of Canada; and

(c) in any other case, the permitted client is incorporated, organized or continued under the laws of Canada or a jurisdiction of Canada;

 Section 8.26 (3) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 8.26 (4) (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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;

 Section 8.26 (1) and (3) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

(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, other than a permitted client that is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, if the adviser does not advise that client on securities of Canadian issuers, unless providing that advice is incidental to its providing advice on a foreign security.

 Section 8.26.1 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.26.2 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.28 BEFORE re-enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 8.29 (3) was added by BC Reg 121/2011, effective July 11, 2011.

 Section 9.1 BEFORE amended by 238/2014, effective January 11, 2015.

 Section 9.3 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 9.3 (1.1) and (2.1) were added by BC Reg 27/2012, effective February 28, 2012.

 Section 9.3 (1) (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 9.3 (1) (part), (1.1), (2) (part) and (2.1) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(1) Unless it is also registered as an investment fund manager, a registered firm that is a member of IIROC is exempt from the following requirements:

(1.1) Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1) (a) to (q) if the registered firm complies with the corresponding IIROC Provisions that are in effect.

(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:

(2.1) Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2) (a) to (m) if the registered firm complies with the corresponding IIROC Provisions that are in effect.

 Section 9.3 (1) (m) and (q) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

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

 Section 9.3 (1) (m.1), (p.1) and (r) to (x) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 9.3 (2) (i) and (m) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

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

 Section 9.3 (2) (i.1), (l.1) and (n) to (q) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 9.3 (1) (m.2) and (m.3) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.3 (1) (n) BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

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

 Section 9.3 (1) (n.1) and (n.2) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.3 (1) (o) and (p) BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

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

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

 Section 9.3 (2) (i.2) and (i.3) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.3 (2) (j) BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

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

 Section 9.3 (2) (j.1) and (j.2) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.3 (2) (k) and (l) BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

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

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

 Section 9.3 (1) (j) and (k) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(j) section 13.3 [suitability];

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

 Section 9.3 (1) (j.1) and (2) (e.1) were added by BC Reg 288/2019, effective December 31, 2021.

 Section 9.3 (2) (e) and (f) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(e) section 13.3 [suitability];

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

 Section 9.4 was enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 9.4 is amended by adding the following subsections (1.1) and (2.1) by BC Reg 27/2012, effective February 28, 2012.

 Section 9.4 (1) (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 9.4 (1) (part), (1.1), (2) (part), (2.1) and (4) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(1) Unless it is also registered as an exempt market dealer, a scholarship plan dealer or an investment fund manager, a registered firm that is a member of the MFDA is exempt from the following requirements:

(1.1) Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1) (a) to (q) if the registered firm complies with the corresponding MFDA Provisions that are in effect.

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

(2.1) Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2) (a) to (k) if the registered firm complies with the corresponding MFDA Provisions that are in effect.

(4) 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.

 Section 9.4 (1) (m) and (q) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

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

 Section 9.4 (1) (m.1), (p.1) and (r) to (x) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 9.4 (2) (g) and (k) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

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

 Section 9.4 (2) (g.1), (j.1) and (l) to (o) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 9.4 (1) (m.2) and (m.3) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.4 (1) (n) BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

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

 Section 9.4 (1) (n.1) and (n.2) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.4 (1) (o) and (p) BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

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

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

 Section 9.4 (2) (g.2) and (g.3) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.4 (2) (h) BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

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

 Section 9.4 (2) (h.1) and (h.2) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 9.4 (2) (i) and (j) BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

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

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

 Section 9.4 (1) (i) and (j) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(i) section 13.3 [suitability];

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

 Section 9.4 (1) (i.1), (1.2), (1.3) and (2) (c.1) were added by BC Reg 288/2019, effective December 31, 2021.

 Section 9.4 (2) (c) and (d) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(c) section 13.3 [suitability];

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

 Section 9.4 (3) and (4) BEFORE repealed by BC Reg 288/2019, effective December 31, 2021.

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

(4) In Québec, the requirements listed in subsection (1), other than paragraph (1) (h), 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.

 Section 10.1 (1) (k) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(k) in Saskatchewan, the annual registration fees required to be paid by a registrant under section 176 of The Securities Regulations (Saskatchewan), and

 Section 10.1 (1) (a) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

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

 Section 10.6 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 11.1 was renumbered as Section 11.1 (1) by BC Reg 288/2019, effective December 31, 2021.

 Section 11.1 (2) was added by BC Reg 288/2019, effective December 31, 2021.

 Section 11.2 (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

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

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

(c) an individual acting in a capacity similar to that of an officer described in paragraph (a) or (b).

 Section 11.5 (2) (o) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

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

 Section 11.5 (2) (p) to (r) were added by BC Reg 288/2019, effective December 31, 2021.

 Section 11.5 (2) (l) BEFORE amended by BC Reg 341/2021, effective December 31, 2021.

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

 Section 11.5 (2) (s) was added by BC Reg 341/2021, effective December 31, 2021.

 Section 11.6 (1) and (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 11.9 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 11.9 (1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(1) A registrant must give the regulator or, in Québec, the securities regulatory authority 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.

 Section 11.9 (3) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

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

(a) a proposed acquisition 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.

 Section 11.9 (4), (5) and (6) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(4) Except in Ontario and British Columbia, if, within 30 days of the regulator's, or, in Québec, the securities regulatory authority's receipt of a notice under subsection (1), the regulator or the securities regulatory authority notifies the registrant making the acquisition that the regulator or the securities regulatory authority objects to the acquisition, the acquisition must not occur until the regulator or the securities regulatory authority 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 or, in Québec, the securities regulatory authority may request an opportunity to be heard on the matter.

 Section 11.10 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 11.10 (1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(1) A registered firm must give the regulator or, in Québec, the securities regulatory authority 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.

 Section 11.10 (2) (c) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(c) after the registered firm has applied reasonable efforts to gather all relevant facts, include facts regarding the acquisition sufficient to enable the regulator or the securities regulatory authority 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.

 Section 11.10 (3) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

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

 Section 11.10 (5), (6) and (7) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(5) Except in British Columbia and Ontario, if, within 30 days of the regulator's or, in Québec, the securities regulatory authority's receipt of a notice under subsection (1), the regulator or the securities regulatory authority notifies the person or company making the acquisition that the regulator or the securities regulatory authority objects to the acquisition, the acquisition must not occur until the regulator or the securities regulatory authority 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.

 Section 12.1 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 12.1 (5) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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:

 Section 12.2 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 12.2 BEFORE re-enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 12.3 (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(2)  A registered dealer must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:

(a) $50,000 per employee, agent and dealing representative or $200,000, whichever is less;

(b) one per cent of the total client assets that the dealer holds or has access to, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;

(c) one per cent of the dealer's total assets, as calculated using the dealer's most recent financial records, or $25,000,000, whichever is less;

(d) the amount determined to be appropriate by a resolution of the dealer's board of directors, or individuals acting in a similar capacity for the firm.

 Section 12.4 (2) and (3) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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 less;

(b) one per cent of the adviser's total assets, as calculated using the adviser's most recent financial records, or $25,000,000, whichever is less;

(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.

 Section 12.5 (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(2)  A registered investment fund manager must maintain bonding or insurance in respect of each clause set out in Appendix A and in the highest of the following amounts for each clause:

(a) one per cent of assets under management, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;

(b) one per cent of the investment fund manager's total assets, as calculated using the investment fund manager's most recent financial records, or $25,000,000, whichever is less;

(c) $200,000;

(d) the amount determined to be appropriate by a resolution of the investment fund manager's board of directors or individuals acting in a similar capacity for the firm.

 Section 12.6 BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Section 12.7 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 12.7 BEFORE re-enacted by BC Reg 126/2022, effective June 6, 2022.

 Section 12.8 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 12.10 (1) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(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.

 Section 12.10 (3) BEFORE repealed by BC Reg 382/2010, effective January 1, 2011.

(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.

 Section 12.10 (1) and (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(1)  Annual financial statements delivered to the regulator under this Division for financial years beginning on or after January 1, 2011 must include the following:

(a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows, 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 statement of financial position, 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.

 Section 12.11 BEFORE re-enacted by BC Reg 382/2010, effective January 1, 2011.

 Section 12.11 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 12.12 (2) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(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.

 Section 12.12 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 12.12 (3) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Section 12.13 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 12.14 (2) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(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.

 Section 12.14 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 12.14 (1) (c) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 12.14 (2) (c) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(c) a description of any net asset value adjustment made in respect of an investment fund managed by the investment fund manager during the interim period.

 Section 12.14 (3) BEFORE repealed by BC Reg 238/2014, effective January 11, 2015.

(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.

 Section 12.14 (4) (part) and (5) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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

(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

 Section 12.15 was enacted by BC Reg 382/2010, effective January 1, 2011.

 Part 13, Division 1 heading BEFORE re-enacted by BC Reg 288/2019, effective December 31, 2021.

Division 1 — Know Your Client and Suitability

 Section 13.1 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 13.2 (3) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 13.2 (7) was added by BC Reg 121/2011, effective July 11, 2011.

 Section 13.2 (2) (c) (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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:

 Section 13.2 (1), (4), (6) and (7) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(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".

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

(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 in respect of a client for which the registrant only trades securities referred to in paragraphs 7.1 (2) (b) and (2) (c).

 Section 13.2 (2) (c) (i) and (iii) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

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

(iii) the client's risk tolerance, and

 Section 13.2 (2) (c) (iv) to (vi), (3.1) and (4.1) were added by BC Reg 288/2019, effective December 31, 2021.

 Section 13.2.01 was enacted by BC Reg 341/2021, effective December 31, 2021.

 Section 13.2.1 was enacted by BC Reg 288/2019, effective December 31, 2021.

 Section 13.3 (1), (2) and (4) BEFORE amended by BC Reg 288/2019, effective December 31, 2021.

(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.

(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.

 Section 13.3 (2.1) was added by BC Reg 288/2019, effective December 31, 2021.

 Section 13.3.1 was enacted by BC Reg 288/2019, effective December 31, 2021.

 Section 13.4 BEFORE re-enacted by BC Reg 288/2019, effective December 31, 2020.

 Section 13.4.1 was enacted by BC Reg 288/2019, effective December 31, 2020.

 Section 13.4.2 was enacted by BC Reg 288/2019, effective December 31, 2020.

 Section 13.4.3 was enacted by BC Reg 126/2022, effective June 6, 2022.

 Section 13.6 (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(b) the recommendation is in respect of a security of a mutual fund, a scholarship plan, an educational plan or an educational trust that is an affiliate of the registered firm and the names of the registered firm and the fund, plan or trust, as the case may be, are sufficiently similar to indicate that they are affiliated.

 Section 13.7 definitions of "referral arrangement" and "referral fee" BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

"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.

 Section 13.8 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 13.8 (c) BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

(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.

 Section 13.9 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 13.10 (1) (a), (b) and (c) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(a) the name of each party to the referral arrangement;

(b) the purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party;

(c) any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement;

 Section 13.10 (1) (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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

 Part 13, division 4 heading BEFORE re-enacted by BC Reg 288/2019, effective December 31, 2020.

Division 4 — Loans and Margin

 Section 13.12 (2) was added by BC Reg 121/2011, effective July 11, 2011.

 Section 13.12 BEFORE re-enacted by BC Reg 288/2019, effective December 31, 2020.

 Section 13.13 (2) and (2) (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(2)  Subsection (1) does not apply if

(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

 Section 13.14 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 13.16 BEFORE re-enacted by BC Reg 73/2014, effective May 1, 2014.

 Section 13.16 (1) definition of "complaint", paragraph (a) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(a) relates to trading or advising activity of a registered firm or a representative of the firm, and

 Part 13, division 6 was enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 13.17 (1) (g) to (j) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 13.17 (1) (part) BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

(1) A registered sub-adviser is exempt from the following requirements in respect of its activities as a sub-adviser:

 Section 13.17 (1) (a) BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

(a) section 13.4 [identifying and responding to conflicts of interest];

 Part 13, Division 7, section 13.18 was enacted by BC Reg 288/2019, effective December 31, 2021.

 Part 13, Division 8, section 13.19 was enacted by BC Reg 341/2021, effective December 31, 2021.

 Part 14, Division 1 heading BEFORE re-enacted by BC Reg 193/2013, effective July 15, 2013.

Division 1 - Exemption for Investment Fund Managers

 Section 14.1 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 14.1 BEFORE amended by BC Reg 193/2013, effective July 15, 2013.

 Section 14.1 BEFORE amended by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.1 BEFORE amended by BC Reg 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 14.1 BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

 Section 14.1.1 was enacted by BC Reg 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 14.1.1 BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

 Section 14.2 (2) (j) and (k) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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

(k) a statement that the firm has an obligation to assess whether a purchase or sale of a security is suitable for a client prior to executing the transaction or at any other time;

 Section 14.2 (2), (3) and (4) BEFORE amended by BC Reg 193/2013, effective July 15, 2013.

(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) if section 13.16 applies to the registered firm, disclosure that independent dispute resolution or mediation services are available at the registered firm's expense, to resolve any dispute that might arise between the client and the firm about any trading or advising activity of the firm or one of its representatives;

(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.

 Section 14.2 (5) BEFORE repealed by BC Reg 193/2013, effective July 15, 2013.

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

 Section 14.2 (5.1), (7) and (8) were added by BC Reg 193/2013, effective July 15, 2013.

 Section 14.2 (6) BEFORE replaced by BC Reg 193/2013, effective July 15, 2013.

(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.

 Section 14.2 (2) (j) BEFORE amended by BC Reg 73/2014, effective May 1, 2014.

(j) if section 13.16 [dispute resolution service] applies to the registered firm, disclosure that independent dispute resolution or mediation services are available at the firm's expense, to resolve any dispute that might arise between the client and the firm about any trading or advising activity of the firm or one of its representatives;

 Section 14.2 (2) paragraphs (m) and (n) were added by BC Reg 193/2013, effective July 15, 2014.

 Section 14.2 (2) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(2) Without limiting subsection (1), the information delivered under that subsection must include the following:

 Section 14.2 (2) (a.1) and (a.2) were added by BC Reg 210/2017, effective June 4, 2018.

 Section 14.2 (0.1) was added by BC Reg 288/2019, effective December 31, 2020.

 Section 14.2 (2) (b), (h), (k) and (l) BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

(b) a general description of the products and services the registered firm offers to the client;

(h) a general description of any compensation paid to the registered firm by any other party in relation to the different types of products that a client may purchase through the registered 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];

 Section 14.2 (2) (b.1) and (o) were added by BC Reg 288/2019, effective December 31, 2020.

 Section 14.2 (2) (l.1) and (p) were added by BC Reg 341/2021, effective December 31, 2021.

 Section 14.2.1 was enacted by BC Reg 193/2013, effective July 15, 2014.

 Section 14.2.1 (1) BEFORE amended by BC Reg 288/2019, effective December 31, 2020.

(1) Before a registered firm accepts an instruction from a client to purchase or sell a security in an account other than a managed account, the firm must disclose to the client

(a) the charges the client will be required to pay in respect of the purchase or sale, or a reasonable estimate if the actual amount of the charges is not known to the firm at the time of disclosure,

(b) in the case of a purchase to which deferred charges apply, that the client might be required to pay a deferred sales charge on the subsequent sale of the security and the fee schedule that will apply, and

(c) whether the firm will receive trailing commissions in respect of the security.

 Section 14.2.1 (1) (b) BEFORE repealed by BC Reg 343/2021, effective June 1, 2022.

(b) in the case of a purchase to which deferred charges apply, that the client might be required to pay a deferred sales charge on the subsequent sale of the security and the fee schedule that will apply,

 Section 14.5 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Part 14, Division 3 heading BEFORE re-enacted by BC Reg 210/2017, effective June 4, 2018.

Division 3 — Client Assets

 Section 14.2.1 (1) (b) BEFORE repealed by BC Reg 343/2021, effective June 1, 2022.

(b) in the case of a purchase to which deferred charges apply, that the client might be required to pay a deferred sales charge on the subsequent sale of the security and the fee schedule that will apply,

 Section 14.5.1 was enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.5.2 was enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.5.3 was enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.6 BEFORE re-enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.6.1 was enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.6.1 (1) and (2) BEFORE amended by BC Reg 119/2019, effective June 12, 2019.

(1) In this section, "clearing corporation option", "futures exchange", "option on futures", "specified derivative" and "standardized future" have the same meaning as in section 1.1 of National Instrument 81-102 Investment Funds.

(2) Subsection 14.5.2 (2) does not apply to a registered firm in respect of cash or securities of a client or investment fund deposited with a dealer as margin for transactions outside of Canada involving clearing corporation options, options on futures or standardized futures if

(a) in the case of standardized futures and options on futures, the dealer is a member of a futures exchange or, in the case of clearing corporation options, is a member of a stock exchange, and, as a result in either case, is subject to a regulatory audit,

(b) the dealer has a net worth, determined from its most recent audited financial statements, in excess of $50 million, and

(c) a reasonable person would conclude that using the dealer is more beneficial to the client or investment fund than using a Canadian custodian.

 Section 14.6.2 was enacted by BC Reg 210/2017, effective June 4, 2018.

 Section 14.7 (1) (b) (i) BEFORE amended by BC Reg 176/2014, effective September 22, 2014.

(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

 Section 14.7 BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

 Section 14.8 BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

 Section 14.9 BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

 Section 14.7 (1) (c) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Part 14, Division 5 heading BEFORE re-enacted by BC Reg 193/2013, effective July 15, 2013.

Division 5 - Account Activity Reporting

 Section 14.11.1 was enacted by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.11.1 (3) BEFORE amended by 193/2013 (as amended by 238/2014) effective July 15, 2016.

(3) If a registered firm reasonably believes that it cannot determine the market value of a security in accordance with subsection (1), the market value of the security must be reported in a statement delivered under section 14.14 [account statements], 14.14.1 [additional statements], 14.14.2 [position cost information], 14.15 [security holder statements] or 14.16 [scholarship plan dealer statements] as not determinable, and the market value of the security must be excluded from the calculations in paragraphs 14.14 (5) (b), 14.14.1 (2) (b) and 14.14.2 (5) (a).

 Section 14.11.1 (2) and (3) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(2) If a registered firm determines the market value of a security in accordance with subparagraph (1) (b) (iii), when it refers to the market value in a statement under section 14.14 [account statements], 14.14.1 [additional statements], 14.14.2 [position cost information], 14.15 [security holder statements] or 14.16 [scholarship plan dealer statements], the registered firm must include the following notification or a notification that is substantially similar:

"There is no active market for this security so we have estimated its market value."

(3) If a registered firm reasonably believes that it cannot determine the market value of a security in accordance with subsection (1), the market value of the security must be reported in a statement delivered under section 14.14 [account statements], 14.14.1 [additional statements], 14.14.2 [position cost information], 14.15 [security holder statements] or 14.16 [scholarship plan dealer statements] and in an investment performance report delivered under section 14.18 [investment performance report] as not determinable, and the market value of the security must be excluded from the calculations in paragraphs 14.14 (5) (b), 14.14.1 (2) (b) and 14.14.2 (5) (a) and subsection 14.19 (1) [content of investment performance report].

 Section 14.12 (1) and (3) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(1)  Subject to subsection (2), a registered dealer that has acted on behalf of a client in connection with a purchase or sale of a security must promptly deliver to the client a written confirmation of the transaction, setting out the following:

(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.

 Section 14.12 (5) and (6) were added by BC Reg 121/2011, effective July 11, 2011.

 Section 14.12 (1) (f) and (h), BEFORE amended by BC Reg 193/2013, effective July 15, 2013.

(f) the name of the dealing representative, if any, in the transaction;

(h) if applicable, that the security is a security of the registrant, a security of a related issuer of the registrant or, if the transaction occurred during the security's distribution, a security of a connected issuer of the registered dealer.

 Section 14.12 (b.1) was added by BC Reg 193/2013, effective July 15, 2014.

 Section 14.12 (c.1) was added by BC Reg 193/2013, effective July 15, 2014.

 Section 14.12 (6) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(6) Section 14.12 (5) does not apply to trades in a security of an investment fund made on reliance on section 8.6.

 Section 14.12 (1) (c) BEFORE amended by BC Reg 193/2013 (as amended by 238/2014) effective July 15, 2016.

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

 Section 14.12 (7) was added by BC Reg 210/2017, effective December 4, 2017.

 Section 14.13 (d) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 14.14 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 14.14 (2) and (3) BEFORE amended by BC Reg 193/2013, effective July 15, 2013.

(2)  Despite subsection (1), a registered 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.

 Section 14.14 (4) (b), (e) and (f) BEFORE amended by BC Reg 193/2013, effective July 15, 2013.

(b) the type of transaction;

(e) the price per security;

(f) the total value of the transaction.

 Section 14.14 (2.1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(2.1) Subsection (2) does not apply to a mutual fund dealer in connection with its activities as a dealer in respect of the securities listed in section 7.1 (2) (b).

 Section 14.14 BEFORE amended by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.14 (4) (d) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(d) the number of securities;

 Section 14.14 (5) (f) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(f) whether the account is covered under an investor protection fund approved or recognized by the securities regulatory authority and, if it is, the name of the investor protection fund;

 Section 14.14.1 was enacted by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.14.1 (2) (f) and (g) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(f) the name of the party that holds or controls each security and a description of the way it is held;

(g) whether the securities are covered under an investor protection fund approved or recognized by the securities regulatory authority and, if they are, the name of the fund;

 Section 14.14.1 (2.1) was added by BC Reg 210/2017, effective December 4, 2017.

 Section 14.14.2 was enacted by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.14.2 (2) (a) and (b) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(a) for each security position in the statement opened on or after July 15, 2015,

(i) the cost of the position, determined as at the end of the period for which the information under subsection 14.14 (5) or 14.14.1 (2) is provided, presented on an average cost per unit or share basis or on an aggregate basis, or

(ii) if the security position was transferred from another registered firm, the information referred to in subparagraph (i) or the market value of the security position as at the date of the position's transfer if it is also disclosed in the statement that it is the market value as of the transfer date, not the cost of the security position, that is being disclosed;

(b) for each security position in the statement opened before July 15, 2015,

(i) the cost of the position, determined as at the end of the period for which the information under subsection 14.14 (5) or 14.14.1 (2) is provided, presented on an average cost per unit or share basis or on an aggregate basis, or

(ii) the market value of the security position as at July 15, 2015 or an earlier date, if the same date and value are used for all clients of the firm holding that security and it is also disclosed in the statement that it is the market value as of that date, not the cost of the security position, that is being disclosed;

 Section 14.14.2 (2.1) was added by BC Reg 210/2017, effective December 4, 2017.

 Section 14.15 was enacted by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.15 (c) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(c) the information required under section 14.14.2 [position cost information].

 Section 14.16 was enacted by BC Reg 193/2013, effective July 15, 2015.

B.C. Reg 193/2013 was further amended by B.C. Reg. 238/2014.

 Section 14.16 (part) BEFORE amended by BC Reg 210/2017, effective December 12, 2017.

 Section 14.17 was enacted by BC 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 14.18 was enacted by BC 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 14.18 (6) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(6) If a registered firm reasonably believes there are no securities of a client with respect to which information is required to be reported under subsection 14.14 (5) [account statements] or subsection 14.14.1 (1) [additional statements] and for which a market value can be determined, the firm is not required to deliver a report to the client for the period.

 Section 14.19 was enacted by BC 193/2013 (as amended by 238/2014) effective July 15, 2016.

 Section 14.19 (1) (d) and (g) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(d) subject to paragraph (e), the market value of all deposits and transfers of cash and securities into the client's account, and the market value of all withdrawals and transfers of cash and securities out of the account, since opening the account;

(g) subject to paragraph (h), the cumulative change in the market value of the account since the account was opened, determined using the following formula:

 Section 14.19 (1) (e) and (h) BEFORE repealed by BC Reg 210/2017, effective December 4, 2017.

(e) if the client's account was opened before July 15, 2015 and the registered firm reasonably believes market values are not available for all deposits, withdrawals and transfers since the account was opened, the following:

(i) the market value of all cash and securities in the client's account as at July 15, 2015;

(ii) the market value of all deposits and transfers of cash and securities into the account, and the market value of all withdrawals and transfers of cash and securities out of the account, since July 15, 2015;

(h) if the registered firm reasonably believes the market value of all deposits and transfers of cash and securities into the account since the account was opened or the market value of all withdrawals and transfers of cash and securities out of the account since the account was opened required in paragraph (g) is not available to the registered firm, the cumulative change in the market value of the account determined using the following formula:

where

 Section 14.19 (1.1), (1.2) and (3.1) were added by BC Reg 210/2017, effective December 4, 2017.

 Section 14.19 (2) (e) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(e) the period since the client's account was opened if the account has been open for more than one year before the date of the report or, if the account was opened before July 15, 2015 and the registered firm reasonably believes the annualized total percentage return for the period before July 15, 2015 is not available, the period since July 15, 2015.

 Section 14.20 was enacted by BC 193/2013 (as amended by 238/2014), effective July 15, 2016.

 Section 15.1 (1) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 15.1 (1) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(1) The regulator, in Québec, 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.

 Section 15.1 (3) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

(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.

 Section 16.5 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 16.5 (1) BEFORE repealed by BC Reg 226A/2009, effective September 28, 2012.

 Section 16.6 (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(2)  Subsection (1) is repealed 2 years after this Instrument comes into force.

 Section 16.6 (1) BEFORE repealed by BC Reg 226A/2009, effective September 28, 2012.

 Section 16.7 (3) (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 16.7 (4) (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 16.8 (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 16.9 (1) (b) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(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.

 Section 16.9 (2) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(2)  If an individual applies to be registered as the chief compliance officer of a registered firm within 3 months after this Instrument comes into force and the individual was identified on the National Registration Database as the firm's compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual so long as he or she remains registered as the firm's chief compliance officer:

 Section 16.10 (1) BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

(1)  Subject to subsections (2) and (3), if an individual is registered as a dealing or advising representative in a category referred to in a section of Division 2 of Part 3 [Education and Experience Requirements] on the day this Instrument comes into force, that section does not apply to the individual so long as the individual remains registered in the category.

 Section 16.10 BEFORE re-enacted by BC Reg 238/2014, effective January 11, 2015.

 Section 16.16 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

 Section 16.16 (1) BEFORE repealed by BC Reg 226A/2009, effective September 28, 2012.

 Section 16.17 BEFORE re-enacted by BC Reg 121/2011, effective July 11, 2011.

 Section 16.17 (1) BEFORE repealed by BC Reg 226A/2009, effective September 28, 2012.

 Form 31-103F1, Note, BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

Notes: This form must be prepared on an unconsolidated basis.

 Form 31-103F1, line 11, BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

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.

 Form 31-103F1 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

Form 31-103F1

[am. B.C. Reg. 382/2010, Sch. B, s. 8.]

Calculation of Excess Working Capital

Notes: This form must be prepared on a non-consolidated basis; registrants must account for investments in subsidiaries, jointly controlled entities and associates as specified for separate financial statements in International Accounting Standard 27 Consolidated and Separate Financial Statements.

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 statement of financial position 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 market 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 market 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

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 market 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

(b) Bank Paper

(c) Acceptable foreign bank paper

(d) Mutual Funds

(e) Stocks

(f) For all other securities — 100% of market value.

 Form 31-103F1, Schedule 1, (calculating line 9 [market risk]) (a) (i) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

 Form 31-103F1, Schedule 1, paragraph (d) (i) BEFORE amended by BC Reg 176/2014, effective September 22, 2014.

 Form 31-103F1, table item 5 BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Form 31-103F1, table item 10 BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Form 31-103F1, Introduction to the Notes below Table BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

Notes: This form must be prepared using the accounting principles that you use to prepare your financial statements in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations provides further guidance in respect of these accounting principles.

 Form 31-103F1, Notes to Lines 5, 8 and 9 below Table BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

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 and (b) $50,000 for a dealer. For an investment fund manager, the amount must be not less than $100,000 unless subsection 12.1 (4) applies.

Line 9. Market Risk — The amount on this line must be calculated according to the instructions set out in Schedule 1 to this Form.

 Form 31-103F1, Notes to Line 12 (part) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

Please refer to section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations for further guidance on how to prepare and file this form.

 Form 31-103F1, Schedule 1 (d) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(d) Mutual funds

 Form 31-103F1, Schedule 1 (e) (ii) (l) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(l) Swiss Exchange

 Form 31-103F1, Schedule 1 (f) (i) (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(b) Mortgages which are not insured (not in default): 12% of fair value of the loan or the rates set by Canadian financial institutions or Schedule III banks, whichever is greater.

 Form 31-103F1, Schedule 1 (f) (ii) (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(b) Conventional first mortgages (not in default): 12% of fair value of the loan or the rates set by Canadian financial institutions or Schedule III banks, whichever is greater.

 Form 31-103F1, table item 10 BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

 Form 31-103F1, Schedule 1 (a) (i) (part) BEFORE amended by BC Reg 210/2017, effective December 4, 2017.

 Form 31-103F1, Schedule 1, Calculation of Excess Working Capital, subparagraph (a) (i) BEFORE amended BC Reg 111/2018, effective June 12, 2018.

(a) Bonds, debentures, treasury bills and notes

 Form 31-103F1, Schedule 1, Calculation of Excess Working Capital, subparagraph (a) (i.1) was added BC Reg 111/2018, effective June 12, 2018.

 Form 31-103F1, note for line 5 BEFORE amended by BC Reg 209/2023, effective September 13, 2023.

Line 5. Related-party debt — Refer to the CICA Handbook for the definition of "related party" for publicly accountable enterprises. The firm is required to deliver a copy of the executed subordination agreement to the regulator or, in Québec, the securities regulatory authority on the earlier of (a) 10 days after the date the agreement is executed or (b) the date an amount subordinated by the agreement is excluded from its calculation of excess working capital on Form 31-103F1 Calculation of Excess Working Capital. The firm must notify the regulator or, in Québec, the securities regulatory authority, 10 days before it repays the loan (in whole or in part), or terminates the subordination agreement. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

 Form 31-103F2 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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: ............................................................................

........................................................................................
(Signature of the International Firm or authorized signatory)

........................................................................................
(Name and Title of authorized signatory)

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: ............................................................................

........................................................................................
(Signature of the International Firm or authorized signatory)

........................................................................................
(Name and Title of authorized signatory)

 Form 31-103F2, line 6 BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

6. Section of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations the International Firm is relying on:

 Part of Form 31-103F3 BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

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 Exemptions.

 Form 31-103F4 was added by BC Reg 238/2014, effective January 11, 2015.

 Part of Appendix B BEFORE amended by BC Reg 121/2011, effective July 11, 2011.

This Agreement is entered into by the Parties under National Instrument 31-103 Registration Requirements and Exemptions ("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.

The repayment of the loan and all amounts owned thereunder are subordinate to the claims of the other creditors of the Registered Firm.

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.

 Appendix B, section 2 (b) BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

(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.

 Appendix G was enacted by BC Reg 27/2012, effective February 28, 2012.

 Appendix G item "section 12.2" BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Appendix G under item "section 14.2 (2)", "9. Dealer Member Rule 3500 [Relationship Disclosure]" was added under the IIROC provisions by BC Reg 238/2014, effective January 11, 2015.

 Appendix G BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

Appendix G

[en. B.C. Reg. 210/2017, Sch. A, s. 39; am. B.C. Reg. 210/2017, Sch. B, ss. 16 to 19.]

Exemptions from Certain Requirements for IIROC Members

(section 9.3 [exemptions from certain requirements for IIROC members])

 Appendix G items "section 14.52", "section 14.6.1" and "section 14.6.2" were added by BC Reg 210/2017, effective June 4, 2018.

 Appendix G item "section 14.6" BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

 Appendix G items "section 14.8" and "section 14.9" BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.

 Appendix G table BEFORE re-enacted by BC Reg 288/2019, effective December 31, 2021.

 Appendix H was enacted by BC Reg 27/2012, effective February 28, 2012.

 Appendix H item "section 12.2" BEFORE amended by BC Reg 238/2014, effective January 11, 2015.

 Appendix H BEFORE re-enacted by BC Reg 210/2017, effective December 4, 2017.

Appendix H

[en. B.C. Reg. 27/2012, s. 5; am. B.C. Reg. 238/2014, App. B, s. 57.]

Exemptions from Certain Requirements for MFDA Members

(section 9.4 [exemptions from certain requirements for MFDA members])

 Schedule H items "section 14.5.2", "section 14.5.3", "section 14.6.1" and "section 14.6.2" were added by BC Reg 210/2017, effective June 4, 2018.

 Schedule H item "section 14.6" BEFORE amended by BC Reg 210/2017, effective June 4, 2018.

 Schedule H items "section 14.8" and "section 14.9" BEFORE repealed by BC Reg 210/2017, effective June 4, 2018.