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The Alberta Gazette
Part I
Vol. 105	Edmonton, Tuesday, September 15, 2009	No. 17
GOVERNMENT NOTICES
Agriculture and Rural Development
Form 15
(Irrigation Districts Act) 
(Section 88)
Notice to Irrigation Secretariat: 
Change of Area of an Irrigation District
On behalf of the Western Irrigation District, I hereby request that the Irrigation 
Secretariat forward a certified copy of this notice to the Registrar for Land Titles for 
the purposes of registration under section 22 of the Land Titles Act and arrange for 
notice to be published in the Alberta Gazette.
The following parcels of land should be added to the irrigation district and the 
notation added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 142 079
4;21;22;8;NW
081 003 663
0022 142 087
4;21;22;8;SW
081 003 663
I certify the procedures required under part 4 of the Irrigation Districts Act have been 
completed and the area of the Western Irrigation District should be changed 
according to the above list.
Rebecca Fast, Office Administrator, 
Irrigation Secretariat.
______________
On behalf of the Western Irrigation District, I hereby request that the Irrigation 
Secretariat forward a certified copy of this notice to the Registrar for Land Titles for 
the purposes of registration under section 22 of the Land Titles Act and arrange for 
notice to be published in the Alberta Gazette.
The following parcels of land should be removed from the irrigation district and the 
notation removed from the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 075 940
4;22;22;7;NE
041 418 086
0026 648 345
4;22;22;8;NW,SW,NE
041 418 086 + 2
I certify the procedures required under part 4 of the Irrigation Districts Act have been 
completed and the area of the Western Irrigation District should be changed 
according to the above list.
Rebecca Fast, Office Administrator, 
Irrigation Secretariat.
Culture and Community Spirit
Hosting Expenses Exceeding $600.00 
For the Period April 1, 2009 to June 30, 2009
Function: Alberta Foundation for the Arts (AFA) Reception and Board Chair 
Farewell 
Date: May 14, 2009 
Amount: $4,314.00 
Purpose: For AFA board members to meet with the arts community and to host a 
farewell for the AFA Chair, 
Location: Hotel Arts, Calgary, AB 
BU #: 027
Function: Media Launch for Alberta Arts Days 
Date: June 2, 2009 
Amount: $1,953.00 
Purpose: To promote and raise awareness of September 18-20, 2009 Arts Days. 
Location: Legislature Grounds, Edmonton, AB 
BU #: 022
Function: History Road 
Date: June 13 and 14, 2009 
Amount: $1,168.14 
Purpose: To provide refreshments for the volunteers assisting with the 2009 History 
Road event. 
Location: Reynolds-Alberta Museum, Wetaskiwin, AB 
BU #: 024
Order Designating Provincial Historic Resource
(Historical Resources Act)
File: Des. 2269 
MO 50/09
I, Lindsay Blackett, Minister of Culture and Community Spirit pursuant to section 20 
(1) of the Historical Resources Act, RSA 2000 cH-9, hereby:
1.	Designate the site known as the:
Markerville Lutheran Church, together with the land legally described as:
Plan RN21 (XXI), Block 5, Lot 1A, excepting thereout all mines and minerals
and municipally located Markerville, Alberta
as a Provincial Historic Resource,
2.	Give notice that pursuant to section 20, subsection (9) of that Act, no person shall 
destroy, disturb, alter, restore, or repair any Provincial Historic Resource or 
remove any historic object from a Provincial Historic Resource without the 
written approval of the Minister.
3.	Further give notice that the following provisions of section 20, subsections (11) 
and (12) of that Act now apply in case of sale or inheritance of the above 
mentioned resource:
(11)	the owner of an historic resource that is subject to an order under 
subsection (1) shall, at least 30 days before any sale or other disposition of 
the historic resource, serve notice of the proposed sale or other disposition 
on the Minister,
(12)	when a person inherits an historic resource that is subject to an order 
under subsection (1), that person shall notify the Minister of the 
inheritance within 15 days after the historic resource is transferred to the 
person.
Signed at Edmonton, August 26, 2009.
Lindsay Blackett, Minister.
Finance and Enterprise
Insurance Notice
(Insurance Act)
Notice is hereby given that effective July 21, 2009 the Alberta license for 
Washington National Insurance Company has been cancelled pursuant to section 
51 of the Insurance Act.
Arthur Hagan, FCIP, CRM 
Deputy Superintendent of Insurance.
_______________
Effective June 26, 2009, Zurich Insurance Company changed its name to Zurich 
Insurance Company Ltd.
Arthur Hagan, FCIP, CRM 
Deputy Superintendent of Insurance.
International and Intergovernmental Relations
Hosting Expenses Exceeding $600.00 
For the first quarter ending June 30, 2009
Date: March 16, 2009 
Purpose: Networking event with Seoul Metropolitan Office of Education to promote 
Alberta education. 
Amount: $959.37 
Location: Seoul, South Korea
Date: April 26, 2009 
Purpose: Dinner for participants of the Pacific North West Economic Region 
(PNWER) legislators visit to Alberta 
Amount: $971.41 
Location: Edmonton, Alberta
Date: April 28, 2009 
Purpose: Reception at the annual CAPC - Alberta Petroleum Centre board meeting. 
Amount: $1,088.90 
Location: Hangzhou, China


Justice and Attorney General
Office of the Public Trustee
Property being held by the Public Trustee for a period of Ten (10) Years
(Public Trustee Act)
Section 11 (2)(b)
1.
Name of Person Entitled to Money (if known):
Unknown
2.
Description of Property held and its value or 
estimated value:
Cash on hand 
$14,809.00
3.
If property was part of deceased person's 
estate, 
Deceased's Name 
Judicial District 
Court File Number
 
 
Estate of Jacques Paquette 
Calgary 
100419
4.
If Property was held under court order, 
Judicial District 
Court File Number

5.
Additional Information that the Public Trustee 
considers appropriate

Safety Codes Council
Agency Accreditation
(Safety Codes Act)
Pursuant to section 30 of the Safety Codes Act it is hereby ordered that
Rocky View County, Accreditation No. A000840, Order No. 2707
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act for Building
Consisting of all parts of the Alberta Building Code, including applicable Alberta 
amendments and regulations.
Accredited Date: August 25, 2009	Issued Date: August 25, 2009.


Pursuant to section 30 of the Safety Codes Act it is hereby ordered that
Rocky View County, Accreditation No. A000840, Order No. 2708
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act for Electrical
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil & Gas Facilities and Alberta Electrical Utility Code. 
Accredited Date: August 25, 2009	Issued Date: August 25, 2009.
_______________
Pursuant to section 30 of the Safety Codes Act it is hereby ordered that
Rocky View County, Accreditation No. A000840, Order No. 2709
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act for Gas
Consisting of all parts of the Natural Gas and Propane Installation Code and Propane 
Storage and Handling Code including applicable Alberta amendments and 
regulations.
Accredited Date: August 25, 2009	Issued Date: August 25, 2009.
_______________
Pursuant to section 30 of the Safety Codes Act it is hereby ordered that
Rocky View County, Accreditation No. A000840, Order No. 2710
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act for Plumbing
Consisting of all parts of the National Plumbing Code and Alberta Private Sewage 
Systems Standard of Practice including applicable Alberta amendments and 
regulations.
Accredited Date: August 25, 2009	Issued Date: August 25, 2009.
_______________
Pursuant to section 30 of the Safety Codes Act it is hereby ordered that
Dynamysk Automation, Accreditation No. A000841, Order No. 2711
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act for Electrical
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil & Gas Facilities and Alberta Electrical Utility Code. Including 
applicable Alberta amendments and regulations.
Accredited Date: August 28, 2009	Issued Date: August 31, 2009.
Alberta Securities Commission
NATIONAL INSTRUMENT 31-103  
REGISTRATION REQUIREMENTS AND EXEMPTIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
TABLE OF CONTENTS

PART	TITLE
PART 1 - INTERPRETATION
1.1	Definitions of terms used throughout this Instrument
1.2	Interpretation of "securities" in Alberta, British Columbia, 
New Brunswick and Saskatchewan
1.3	Information may be given to the Principal Regulator
Individual 
Registration
PART 2 - 	CATEGORIES OF REGISTRATION FOR  
	INDIVIDUALS
2.1	Individual Categories
2.2	Client Mobility Exemption - Individuals
2.3	Individuals Acting for Investment Fund Managers

PART 3 - 	REGISTRATION REQUIREMENTS -  
	INDIVIDUALS
Division 1  General Proficiency Requirements
3.1	Definitions
3.2	U.S. Equivalency
3.3	Time Limits on Examination Requirements
Division 2  Education and experience requirements
3.4	Proficiency - Initial and Ongoing
3.5	Mutual Fund Dealer - Dealing Representative
3.6	Mutual Fund Dealer - Chief Compliance Officer
3.7	Scholarship Plan Dealer - Dealing Representative
3.8	Scholarship Plan Dealer - Chief Compliance Officer
3.9	Exempt Market Dealer - Dealing Representative
3.10	Exempt Market Dealer - Chief Compliance Officer
3.11	Portfolio Manager - Advising Representative
3.12	Portfolio Manager - Associate Advising Representative
3.13	Portfolio Manager - Chief Compliance Officer
3.14	Investment Fund Manager - Chief Compliance Officer
Division 3  Membership in a Self-Regulatory Organization
3.15	Who must be Approved by an SRO before Registration
3.16	Exemptions from Certain Requirements for SRO-Approved 
Persons

PART 4 - 	RESTRICTIONS ON REGISTERED  
	INDIVIDUALS
4.1	Restriction on Acting for another Registered Firm
4.2	Associate Advising Representatives - Pre-Approval of Advice

PART 5 - ULTIMATE DESIGNATED PERSON AND  
	CHIEF COMPLIANCE OFFICER
5.1	Responsibilities of the Ultimate Designated Person
5.2	Responsibilities of the Chief Compliance Officer

PART 6 - 	SUSPENSION AND REVOCATION OF 
	REGISTRATION - INDIVIDUALS
6.1	If Individual Ceases to have Authority to Act for Firm
6.2	If IIROC Approval is Revoked or Suspended
6.3	If MFDA Approval is Revoked or Suspended
6.4	If Sponsoring Firm is Suspended
6.5	Dealing and Advising Activities Suspended
6.6	Revocation of a Suspended Registration - Individual
6.7	Exception for Individuals Involved in a Hearing
6.8	Application of Part 6 in Ontario
Firm 
Registration
PART 7 - CATEGORIES OF REGISTRATION FOR FIRMS
7.1	Dealer Categories
7.2	Adviser Categories
7.3	Investment Fund Manager Category

PART 8 - 	EXEMPTIONS FROM THE REQUIREMENT TO 
	REGISTER
Division 1  Exemptions from Dealer and Underwriter  
	Registration
8.1	Interpretation of "trade" in Qu‚bec
8.2	Definition of "securities" in Alberta, British Columbia, New 
Brunswick and Saskatchewan
8.3	Interpretation - Exemption from Underwriter Registration 
Requirement
8.4	Person or Company not in the business of Trading in British 
Columbia, Manitoba and New Brunswick
8.5	Trades Through or to a Registered Dealer
8.6	Adviser - Non-Prospectus Qualified Investment Fund
8.7	Investment Fund Reinvestment
8.8	Additional Investment in Investment Funds
8.9	Additional Investment in Investment Funds if Initial Purchase 
before September 14, 2005
8.10	Private Investment Club
8.11	Private Investment Fund - Loan and Trust Pools
8.12	Mortgages
8.13	Personal Property Security Legislation
8.14	Variable Insurance Contract
8.15	Schedule III Banks and Cooperative Associations - Evidence 
of Deposit
8.16	Plan Administrator
8.17	Reinvestment Plan
8.18	International Dealer
8.19	Self-Directed Registered Education Savings Plan
8.20	Exchange Contract - Alberta, British Columbia, New 
Brunswick and Saskatchewan
8.21	Specified Debt
8.22	Small Security Holder Selling and Purchase Arrangements
Division 2  Exemptions from Adviser Registration
8.23	Dealer Without Discretionary Authority
8.24	IIROC Members with Discretionary Authority
8.25	Advising Generally
8.26	International Adviser
Division 3  Exemptions from Investment Fund Manager Registration
8.27	Private Investment Club
8.28	Capital Accumulation Plan Exemption
8.29	Private Investment Fund - Loan and Trust Pools
Division 4  Mobility Exemption - Firms
8.30	Client Mobility Exemption - Firms

PART 9 - 	MEMBERSHIP IN A SELF-REGULATORY 
	ORGANIZATION
9.1	IIROC Membership for Investment Dealers
9.2	MFDA Membership for Mutual Fund Dealers
9.3	Exemptions from Certain Requirements for SRO Members

PART 10 - SUSPENSION AND REVOCATION OF  
	REGISTRATION - FIRMS
Division 1   When a Firm's Registration is Suspended
10.1	Failure to Pay Fees
10.2	If IIROC Membership is Revoked or Suspended
10.3	If MFDA Membership is Revoked or Suspended
10.4	Activities not Permitted while a Firm's Registration is 
Suspended
Division 2   Revoking a Firm's Registration
10.5	Revocation of a Suspended Registration - Firm
10.6	Exception for Firms Involved in a Hearing
10.7	Application of Part 10 in Ontario
Business 
Operations
PART 11 - INTERNAL CONTROLS AND SYSTEMS
Division 1  Compliance
11.1	Compliance System
11.2	Designating an Ultimate Designated Person
11.3	Designating a Chief Compliance Officer
11.4	Providing Access to Board
Division 2  Books and Records
11.5	General Requirements for Records
11.6	Form, Accessibility and Retention of Records
Division 3  Certain Business Transactions
11.7	Tied Settling of Securities Transactions
11.8	Tied Selling
11.9	Registrant Acquiring a Registered Firm's Securities or Assets
11.10	Registered Firm whose Securities are Acquired

PART 12 - FINANCIAL CONDITION
Division 1  Working Capital
12.1	Capital Requirements
12.2	Notifying the Regulator of a Subordination Agreement
Division 2  Insurance
12.3	Insurance - Dealer
12.4	Insurance - Adviser
12.5	Insurance - Investment Fund Manager
12.6	Global Bonding or Insurance
12.7	Notifying the Regulator of a Change, Claim or Cancellation
Division 3  Audits
12.8	Direction by a Regulator to Conduct an Audit or Review
12.9	Co-operating with the Auditor
Division 4  Financial Reporting
12.10	Annual Financial Statements
12.11	Interim Financial Information
12.12	Delivering Financial Information - Dealer
12.13	Delivering Financial Information - Adviser
12.14	Delivering Financial Information - Investment Fund Manager
Client 
Relationships
PART 13 - DEALING WITH CLIENTS - INDIVIDUALS  
	AND FIRMS
Division 1  Know your Client and Suitability
13.1	Investment Fund Managers Exempt from this Division
13.2	Know your Client
13.3	Suitability
Division 2  Conflicts of Interest
13.4	Identifying and Responding to Conflicts of Interest
13.5	Restrictions on Certain Managed Account Transactions
13.6	Disclosure when Recommending Related or Connected 
Securities
Division 3  Referral Arrangements
13.7	Definitions - Referral Arrangements
13.8	Permitted Referral Arrangements
13.9	Verifying the Qualifications of the Person or Company 
Receiving the Referral
13.10	Disclosing Referral Arrangements to Clients
13.11	Referral Arrangements before this Instrument came into Force
Division 4  Loans and Margin
13.12	Restriction on Lending to Clients
13.13	Disclosure when Recommending the use of Borrowed Money
Division 5  Complaints
13.14	Application of this Division
13.15	Handling Complaints
13.16	Dispute Resolution Service

PART 14 - HANDLING CLIENT ACCOUNTS - FIRMS
Division 1  Exemption for Investment Fund Managers
14.1	Investment Fund Managers Exempt from Part 14
Division 2  Disclosure to clients
14.2	Relationship Disclosure Information
14.3	Disclosure to Clients about the Fair Allocation of Investment 
Opportunities
14.4	When the Firm has a Relationship with a Financial Institution
14.5	Notice to Clients by Non-Resident Registrants
Division 3  Client assets
14.6	Holding Client Assets in Trust
14.7	Holding Client Assets - Non-Resident Registrants
14.8	Securities Subject to a Safekeeping Agreement
14.9	Securities Not Subject to a Safekeeping Agreement
Division 4  Client Accounts
14.10	Allocating Investment Opportunities Fairly
14.11	Selling or Assigning Client Accounts
Division 5  Account Activity Reporting
14.12	Content and Delivery of Trade Confirmation
14.13	Semi-Annual Confirmations for Certain Automatic Plans
14.14	Client Statements
Exemption 
from this 
Instrument
PART 15 - GRANTING AN EXEMPTION
15.1	Who can Grant an Exemption

Transition 
and Timing
PART 16 - TRANSITION
16.1	Change of Registration Categories - Individuals	
16.2	Change of Registration Categories - Firms
16.3	Change of Registration Categories - Limited Market Dealers
16.4	Registration for Investment Fund Managers Active when this 
Instrument comes into Force
16.5	Temporary Exemption for Canadian Investment Fund 
Manager Registered in its Principal Jurisdiction
16.6	Temporary Exemption for Foreign Investment Fund Managers
16.7	Registration of Exempt Market Dealers
16.8	Registration of Ultimate Designated Persons
16.9	Registration of Chief Compliance Officers
16.10	Proficiency for Dealing and Advising Representatives
16.11	Capital Requirements
16.12	Continuation of Existing Discretionary Relief
16.13	Insurance Requirements
16.14	Relationship Disclosure Information
16.15	Referral Arrangements
16.16	Complaint Handling
16.17	Client Statements - Mutual Fund Dealers
16.18	Transition to Exemption - International Dealers
16.19	Transition to Exemption - International Advisers
16.20	Transition to Exemption - Portfolio Manager & Investment Council (Foreign)

PART 17 - WHEN THIS INSTRUMENT COMES INTO 
FORCE
17.1	Effective Date
Forms
FORM 31-103F1 - 	CALCULATION OF EXCESS WORKING 
CAPITAL
FORM 31-103F2 - SUBMISSION TO JURISDICTION AND 
APPOINTMENT OF AGENT FOR 
SERVICE
FORM 31-103F3 - 	USE OF MOBILITY EXEMPTION	 

Appendices
 APPENDIX A - BONDING AND INSURANCE CLAUSES
 APPENDIX B - SUBORDINATION AGREEMENT
 APPENDIX C - NEW CATEGORY NAMES -  
	INDIVIDUALS
 APPENDIX D - NEW CATEGORY NAMES - FIRMS
 APPENDIX E - NON-HARMONIZED CAPITAL 
	REQUIREMENTS
 APPENDIX F - NON-HARMONIZED INSURANCE 
	 REQUIREMENTS

NATIONAL INSTRUMENT 31-103 
REGISTRATION REQUIREMENTS AND EXEMPTIONS
PART 1 - INTERPRETATION
1.1	Definitions of terms used throughout this Instrument 
In this Instrument
"Canadian financial institution" has the same meaning as in section 1.1 of NI 
45-106; 
"connected issuer" has the same meaning as in section 1.1 of National 
Instrument 33-105 Underwriting Conflicts;
"debt security" has the same meaning as in section 1.1 of NI 45-106;
"eligible client" means a client of a person or company if any of the following 
apply:
(a)	the client is an individual and was a client of the person or 
company immediately before becoming resident in the local 
jurisdiction;
(b)	the client is the spouse or a child of a client referred to in 
paragraph (a);
(c)	except in Ontario, the client is a client of the person or company 
on September 27, 2009 pursuant to the person or company's 
reliance on an exemption from the registration requirement under 
Part 5 of Multilateral Instrument 11-101 Principal Regulator 
System on that date;
"exempt market dealer" means a person or company registered in the category 
of exempt market dealer;
"IIROC" means the Investment Industry Regulatory Organization of Canada;
"investment dealer" means a person or company registered in the category of 
investment dealer; 
"managed account" means an account of a client for which a person or 
company makes the investment decisions if that person or company has 
discretion to trade in securities for the account without requiring the client's 
express consent to a transaction;
"marketplace" has the same meaning as in section 1.1 of National Instrument 
21-101 Marketplace Operation;
"MFDA" means the Mutual Fund Dealers Association of Canada;
"mutual fund dealer" means a person or company registered in the category of 
mutual fund dealer;
"NI 45-106" means National Instrument 45-106 Prospectus and Registration 
Exemptions;
"permitted client" means any of the following:
(a)	a Canadian financial institution or a Schedule III bank;
(b)	the Business Development Bank of Canada incorporated under 
the Business Development Bank of Canada Act (Canada);
(c)	a subsidiary of any person or company referred to in paragraph 
(a) or (b), if the person or company owns all of the voting 
securities of the subsidiary, except the voting securities required 
by law to be owned by directors of the subsidiary;
(d)	a person or company registered under the securities legislation of 
a jurisdiction of Canada as an adviser or dealer, other than as a 
scholarship plan dealer or a restricted dealer; 
(e)	a pension fund that is regulated by either the federal Office of the 
Superintendent of Financial Institutions or a pension commission 
or similar regulatory authority of a jurisdiction of Canada or a 
wholly-owned subsidiary of such a pension fund;
(f)	an entity organized in a foreign jurisdiction that is analogous to 
any of the entities referred to in paragraphs (a) to (e);
(g)	the Government of Canada or a jurisdiction of Canada, or any 
Crown corporation, agency or wholly-owned entity of the 
Government of Canada or a jurisdiction of Canada;
(h)	any national, federal, state, provincial, territorial or municipal 
government of or in any foreign jurisdiction, or any agency of 
that government;
(i)	a municipality, public board or commission in Canada and a 
metropolitan community, school board, the Comit‚ de gestion de 
la taxe scolaire de l'Œle de Montr‚al or an intermunicipal 
management board in Qu‚bec;
(j)	a trust company or trust corporation registered or authorized to 
carry on business under the Trust and Loan Companies Act 
(Canada) or under comparable legislation in a jurisdiction of 
Canada or a foreign jurisdiction, acting on behalf of a managed 
account managed by the trust company or trust corporation, as 
the case may be;
(k)	a person or company acting on behalf of a managed account 
managed by the person or company, if the person or company is 
registered or authorized to carry on business as an adviser or the 
equivalent under the securities legislation of a jurisdiction of 
Canada or a foreign jurisdiction;
(l)	an investment fund if one or both of the following apply: 
(i)	the fund is managed by a person or company registered 
as an investment fund manager under the securities 
legislation of a jurisdiction of Canada; 
(ii)	the fund is advised by a person or company authorized 
to act as an adviser under the securities legislation of a 
jurisdiction of Canada;
(m)	in respect of a dealer, a registered charity under 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;
(p)	a person or company that is entirely owned by an individual or 
individuals referred to in paragraph (o), who holds the beneficial 
ownership interest in the person or company directly or through a 
trust, the trustee of which is a trust company or trust corporation 
registered or authorized to carry on business under the Trust and 
Loan Companies Act (Canada) or under comparable legislation 
in a jurisdiction of Canada or a foreign jurisdiction;
(q)	a person or company, other than an individual or an investment 
fund, that has net assets of at least $25 million as shown on its 
most recently prepared financial statements;
(r)	a person or company that distributes securities of its own issue in 
Canada only to persons or companies referred to in paragraphs 
(a) to (q);
"portfolio manager" means a person or company registered in the category of 
portfolio manager;
"principal jurisdiction" means
(a)	for a person or company other than an individual, the jurisdiction 
of Canada in which the person or company's head office is 
located, and
(b)	for an individual, the jurisdiction of Canada in which the 
individual's working office is located; 
"registered firm" means a registered dealer, a registered adviser, or a registered 
investment fund manager;
"registered individual" means an individual who is registered
(a)	in a category that authorizes the individual to act as a dealer or 
an adviser on behalf of a registered firm, 
(b)	as ultimate designated person, or
(c)	as chief compliance officer;
"related issuer" has the same meaning as in section 1.1 of National Instrument 
33-105 Underwriting Conflicts; 
"restricted dealer" means a person or company registered in the category of 
restricted dealer;
"restricted portfolio manager" means a person or company registered in the 
category of restricted portfolio manager;
"Schedule III bank" means an authorized foreign bank named in Schedule III 
of the Bank Act (Canada);
"scholarship plan dealer" means a person or company registered in the category 
of scholarship plan dealer;
"sponsoring firm" means the registered firm on whose behalf an individual acts 
as a dealer, an underwriter, an adviser, a chief compliance officer or an 
ultimate designated person;
"subsidiary" has the same meaning as in section 1.1 of NI 45-106;
"working office" means the office of the sponsoring firm where an individual 
does most of his or her business.
1.2	Interpretation of "securities" in Alberta, British Columbia, New 
Brunswick and Saskatchewan 
In Alberta, British Columbia, New Brunswick and Saskatchewan, a reference 
to "securities" in this Instrument includes "exchange contracts", unless the 
context otherwise requires.
1.3	Information may be given to the Principal Regulator 
(1)	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.
(2)	Except under the following sections, for the purpose of a requirement in 
this Instrument to notify the regulator or the securities regulatory 
authority, the person or company may notify the regulator or the 
securities regulatory authority by notifying the person or company's 
principal regulator:
(a)	section 8.18 [international dealer];
(b)	section 8.26 [international adviser];
(c)	section 11.9 [registrant acquiring a registered firm's securities 
or assets];
(d)	section 11.10 [registered firm whose securities are acquired].
(3)	For the purpose of a requirement in this Instrument to deliver or submit a 
document to the regulator or the securities regulatory authority, the 
person or company may deliver or submit the document by delivering or 
submitting it to the person or company's principal regulator.
PART 2 - CATEGORIES OF REGISTRATION FOR INDIVIDUALS 
2.1	Individual Categories
(1)	The following are the categories of registration for an individual who is 
required, under securities legislation, to be registered to act on behalf of 
a registered firm: 
(a)	dealing representative;   
(b)	advising representative;
(c)	associate advising representative;
(d)	ultimate designated person;
(e)	chief compliance officer.
(2)	An individual registered in the category of
(a)	dealing representative may act as a dealer or an underwriter in 
respect of a security that the individual's sponsoring firm is 
permitted to trade or underwrite,
(b)	advising representative may act as an adviser in respect of a 
security that the individual's sponsoring firm is permitted to 
advise on,
(c)	associate advising representative may act as an adviser in respect 
of a security that the individual's sponsoring firm is permitted to 
advise on if the advice has been approved under subsection 
4.2(1) [associate advising representatives - pre-approval of 
advice],
(d)	ultimate designated person must perform the functions set out in 
section 5.1 [responsibilities of the ultimate designated person], 
and
(e)	chief compliance officer must perform the functions set out in 
section 5.2 [responsibilities of the chief compliance officer].
(3)	Subsection (1) does not apply in Ontario.
Note:  In Ontario, the same categories of registration for individuals as in 
subsection 2.1(1) are set out under section 25 of the Securities Act (Ontario).
2.2	Client Mobility Exemption - Individuals
(1)	The registration requirement does not apply to an individual if all of the 
following apply:
(a)	the individual is registered as a dealing, advising or associate 
advising representative in the individual's principal jurisdiction; 
(b)	the individual's sponsoring firm is registered in the firm's 
principal jurisdiction;
(c)	the individual does not act as a dealer, underwriter or adviser in 
the local jurisdiction other than as he or she is permitted to in his 
or her principal jurisdiction according to the individual's 
registration in that jurisdiction; 
(d)	the individual does not act as a dealer, underwriter or adviser in 
the local jurisdiction other than for 5 or fewer eligible clients;
(e)	the individual complies with Part 13 [dealing with clients - 
individuals and firms];
(f)	the individual deals fairly, honestly and in good faith in the 
course of his or her dealings with an eligible client;
(g)	before first acting as a dealer or adviser for an eligible client, the 
individual's sponsoring firm has disclosed to the client that the 
individual, and if the firm is relying on section 8.30 [client 
mobility exemption - firms], the firm, 
(i)	is exempt from registration in the local jurisdiction, and
(ii)	is not subject to requirements otherwise applicable 
under local securities legislation.
(2)	If an individual relies on the exemption in this section, the individual's 
sponsoring firm must submit a completed Form 31-103F3 Use of 
Mobility Exemption to the securities regulatory authority of the local 
jurisdiction as soon as possible after the individual first relies on this 
section. 
2.3	Individuals Acting for Investment Fund Managers
The investment fund manager registration requirement does not apply to an 
individual acting on behalf of a registered investment fund manager.
PART 3 - REGISTRATION REQUIREMENTS - INDIVIDUALS 
Division 1	General Proficiency Requirements 
3.1	Definitions
In this Part 
"Branch Manager Proficiency Exam" means the examination prepared and 
administered by the RESP Dealers Association of Canada and so named on the 
day this Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination;
"Canadian Investment Funds Exam" means the examination prepared and 
administered by the Investment Funds Institute of Canada and so named on the 
day this Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination;
"Canadian Investment Manager designation" means the designation earned 
through the Canadian investment manager program prepared and administered 
by CSI Global Education Inc. and so named on the day this Instrument comes 
into force, and every program that preceded that program, or succeeded that 
program, that does not have a significantly reduced scope and content when 
compared to the scope and content of the first-mentioned program;
"Canadian Securities Course Exam" means the examination prepared and 
administered by CSI Global Education Inc. and so named on the day this 
Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination;
"CFA Charter" means the charter earned through the Chartered Financial 
Analyst program prepared and administered by the CFA Institute and so named 
on the day this Instrument comes into force, and every program that preceded 
that program, or succeeded that program, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned program;
"Exempt Market Products Exam" means the examination prepared and 
administered by the IFSE Institute and so named on the day this Instrument 
comes into force, and every examination that preceded that examination, or 
succeeded that examination, that does not have a significantly reduced scope 
and content when compared to the scope and content of the first-mentioned 
examination;
"Investment Funds in Canada Course Exam" means the examination prepared 
and administered by CSI Global Education Inc. and so named on the day this 
Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination;
"Mutual Fund Dealers Compliance Exam" means the examination prepared 
and administered by the IFSE Institute and so named on the day this Instrument 
comes into force, and every examination that preceded that examination, or 
succeeded that examination, that does not have a significantly reduced scope 
and content when compared to the scope and content of the first-mentioned 
examination;
"New Entrants Course Exam" means the examination prepared and 
administered by CSI Global Education Inc. and so named on the day this 
Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination; 
"PDO Exam" means
(a)	the Officers', Partners' and Directors' Exam prepared and 
administered by the Investment 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
(b)	the Partners, Directors and Senior Officers Course Exam 
prepared and administered by CSI Global Education Inc. and so 
named on the day this Instrument comes into force, and every 
examination that preceded that examination, or succeeded that 
examination, that does not have a significantly reduced scope 
and content when compared to the scope and content of the first-
mentioned examination;
"Sales Representative Proficiency Exam" means the examination prepared and 
administered by the RESP Dealers Association of Canada and so named on the 
day this Instrument comes into force, and every examination that preceded that 
examination, or succeeded that examination, that does not have a significantly 
reduced scope and content when compared to the scope and content of the first-
mentioned examination; 
"Series 7 Exam" means the examination prepared and administered by the 
Financial Industry Regulatory Authority in the United States of America and so 
named on the day this Instrument comes into force, and every examination that 
preceded that examination, or succeeded that examination, that does not have a 
significantly reduced scope and content when compared to the scope and 
content of the first-mentioned examination.
3.2	U.S. Equivalency
In this Part, an individual is not required to have passed the Canadian 
Securities Course Exam if the individual has passed the Series 7 Exam and the 
New Entrants Course Exam.
3.3	Time Limits on Examination Requirements
(1)	For the purposes of this Part, an individual is deemed to have not passed 
an examination, and is deemed to have not successfully completed a 
program, unless the individual passed the examination or successfully 
completed the program within 36 months before the date the individual 
applied for registration.
(2)	Subsection (1) does not apply if the individual passed the examination or 
successfully completed the program more than 36 months before the 
date the individual applied for registration and one or both of the 
following apply:
(a)	for any 12 months during the 36-month period before the date 
the individual applied for registration in a category, the 
individual was registered in the same category in a jurisdiction of 
Canada;
(b)	the individual gained 12 months of relevant securities industry 
experience during the 36-month period before the date the 
individual applied for registration.
(3)	In Qu‚bec, the examinations provided for in subsections (4) and (6) of 
section 45 of Policy Q-9 Dealers, Advisers and Representatives, as it 
read on September 27, 2009, are deemed to be relevant examinations for 
purposes of subsection (2).
Division 2	Education and experience requirements
3.4	Proficiency - Initial and Ongoing
(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.
(2)	A chief compliance officer must not perform an activity set out in 
section 5.2 [responsibilities of the chief compliance officer] unless the 
individual has the education, training and experience that a reasonable 
person would consider necessary to perform the activity competently.
3.5	Mutual Fund Dealer - Dealing Representative
A dealing representative of a mutual fund dealer must not act as a dealer on 
behalf of the mutual fund dealer unless one or both of the following apply:
(a)	the representative has passed the Canadian Investment Funds 
Exam, the Canadian Securities Course Exam or the Investment 
Funds in Canada Course Exam;
(b)	the representative has met the requirements of section 3.11 
[portfolio manager - advising representative].
3.6	Mutual Fund Dealer - Chief Compliance Officer 
A mutual fund dealer must not designate an individual as its chief compliance 
officer under subsection 11.3(1) [designating a chief compliance officer] unless 
any of the following apply:
(a)	the individual has passed 
(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;
(b)	the individual has met the requirements of section 3.13 [portfolio 
manager - chief compliance officer].
3.7	Scholarship Plan Dealer - Dealing Representative
A dealing representative of a scholarship plan dealer must not act as a dealer on 
behalf of the scholarship plan dealer unless the representative has passed the 
Sales Representative Proficiency Exam.
3.8	Scholarship Plan Dealer - Chief Compliance Officer
A scholarship plan dealer must not designate an individual as its chief 
compliance officer under subsection 11.3(1) [designating a chief compliance 
officer] unless the individual has passed all of the following: 
(a)	the Sales Representative Proficiency Exam;
(b)	the Branch Manager Proficiency Exam;
(c)	the PDO Exam.
3.9	Exempt Market Dealer - Dealing Representative 
A dealing representative of an exempt market dealer must not act as a dealer on 
behalf of the exempt market dealer unless any of the following apply:
(a)	the individual has passed the Canadian Securities Course Exam;
(b)	the individual has passed the Exempt Market Products Exam;
(c)	the individual satisfies the conditions set out in section 3.11 
[portfolio manager - advising representative].
3.10	Exempt Market Dealer - Chief Compliance Officer
An exempt market dealer must not designate an individual as its chief 
compliance officer under subsection 11.3(1) [designating a chief compliance 
officer] unless any of the following apply:
(a)	the individual has passed the PDO Exam and any of the 
following:
(i)	the Canadian Securities Course Exam;
(ii)	the Exempt Market Products Exam;
(b)	the individual has met the requirements of section 3.13 [portfolio 
manager - chief compliance officer].
3.11	Portfolio Manager - Advising Representative
An advising representative of a portfolio manager must not act as an adviser on 
behalf of the portfolio manager unless any of the following apply: 
(a)	the representative has earned a CFA Charter and has 12 months 
of relevant investment management experience in the 36-month 
period before applying for registration; 
(b)	the representative has received the Canadian Investment 
Manager designation and has 48 months of relevant investment 
management experience, 12 months of which was in the 36-
month period before applying for registration.
3.12	Portfolio Manager - Associate Advising Representative 
An associate advising representative of a portfolio manager must not act as an 
adviser on behalf of the portfolio manager unless any of the following apply: 
(a)	the representative has completed Level 1 of the Chartered 
Financial Analyst program and has 24 months of relevant 
investment management experience;
(b)	the representative has received the Canadian Investment 
Manager designation and has 24 months of relevant investment 
management experience.
3.13	Portfolio Manager - Chief Compliance Officer
A portfolio manager must not designate an individual as its chief compliance 
officer under subsection 11.3(1) [designating a chief compliance officer] unless 
any of the following apply:
(a)	the individual has 
(i)	earned a CFA Charter or a professional designation as a 
lawyer, Chartered Accountant, Certified General 
Accountant or Certified Management Accountant in a 
jurisdiction of Canada, a notary in Qu‚bec, or the 
equivalent in a foreign jurisdiction,
(ii)	passed the Canadian Securities Course Exam and the 
PDO Exam, and
(iii)	either
A)	gained 36 months of relevant securities 
experience while working at an investment 
dealer, a registered adviser or an investment 
fund manager, or
B)	provided professional services in the 
securities industry for 36 months and worked 
at a registered dealer, a registered adviser or 
an investment fund manager for 12 months;
(b)	the individual has passed the Canadian Securities Course Exam 
and the PDO Exam and any of the following apply:
(i)	the individual has worked at an investment dealer or a 
registered adviser for 5 years, including for 36 months 
in a compliance capacity;
(ii)	the individual has worked for 5 years at a Canadian 
financial institution in a compliance capacity relating to 
portfolio management and worked at a registered dealer 
or a registered adviser for 12 months;
(c)	the individual has passed the PDO Exam and has met the 
requirements of section 3.11 [portfolio manager - advising 
representative].
3.14	Investment Fund Manager - Chief Compliance Officer 
An investment fund manager must not designate an individual as its chief 
compliance officer under subsection 11.3(1) [designating a chief compliance 
officer] unless any of the following apply: 
(a)	the individual has
(i)	earned a CFA Charter or a professional designation as a 
lawyer, Chartered Accountant, Certified General 
Accountant or Certified Management Accountant in a 
jurisdiction of Canada, a notary in Qu‚bec, or the 
equivalent in a foreign jurisdiction,
(ii)	passed the Canadian Securities Course Exam and the 
PDO Exam, and
(iii)	either
A)	gained 36 months of relevant securities 
experience while working at a registered 
dealer, a registered adviser or an investment 
fund manager, or
B)	provided professional services in the 
securities industry for 36 months and worked 
in a relevant capacity at an investment fund 
manager for 12 months;
(b)	the individual has
(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
(iii)	gained 5 years of relevant securities experience while 
working at a registered dealer, registered adviser or an 
investment fund manager, including 36 months in a 
compliance capacity.
(c)	the individual has met the requirements of section 3.13 [portfolio 
manager - chief compliance officer].
Division 3	Membership in a Self-Regulatory Organization
3.15	Who must be Approved by an SRO before Registration
(1)	A dealing representative of an investment dealer must be an "approved 
person" as defined under the rules of IIROC.
(2)	Except in Qu‚bec, a dealing representative of a mutual fund dealer must 
be an "approved person" as defined under the rules of the MFDA.
3.16	Exemptions from Certain Requirements for SRO-Approved Persons 
(1)	The following sections do not apply to a registered individual who is a 
dealing representative of a member of IIROC:
(a)	subsection 13.2(3) [know your client];
(b)	section 13.3 [suitability];
(c)	section 13.13 [disclosure when recommending the use of 
borrowed money].
(2)	The following sections do not apply to a registered individual who is a 
dealing representative of a member of the MFDA:
(a)	section 13.3 [suitability];
(b)	section 13.13 [disclosure when recommending the use of 
borrowed money].
(3)	In Qu‚bec, 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 Qu‚bec.
PART 4 - RESTRICTIONS ON REGISTERED INDIVIDUALS
4.1	Restriction on Acting for another Registered Firm
An individual registered as a dealing, advising or associate advising 
representative of a registered firm must not act as an officer, partner or director 
of another registered firm that is not an affiliate of the first-mentioned 
registered firm.
4.2	Associate Advising Representatives - Pre-Approval of Advice 
(1)	An associate advising representative of a registered adviser must not 
advise on securities unless, before giving the advice, the advice has been 
approved by an individual designated by the registered firm under 
subsection (2).
(2)	A registered adviser must designate, for an associate advising 
representative, an advising representative to review the advice of the 
associate advising representative.
(3)	No later than the 7th day following the date of a designation under 
subsection (2), a registered adviser must provide the regulator with the 
names of the advising representative and the associate advising 
representative who are the subject of the designation.
PART 5 - ULTIMATE DESIGNATED PERSON AND CHIEF COMPLIANCE 
OFFICER
5.1	Responsibilities of the Ultimate Designated Person
The ultimate designated person of a registered firm must do all of the 
following:
(a)	supervise the activities of the firm that are directed towards 
ensuring compliance with securities legislation by the firm and 
each individual acting on the firm's behalf;
(b)	promote compliance by the firm, and individuals acting on its 
behalf, with securities legislation.
5.2	Responsibilities of the Chief Compliance Officer 
The chief compliance officer of a registered firm must do all of the following:
(a)	establish and maintain policies and procedures for assessing 
compliance by the firm, and individuals acting on its behalf, with 
securities legislation;
(b)	monitor and assess compliance by the firm, and individuals 
acting on its behalf, with securities legislation;
(c)	report to the ultimate designated person of the firm as soon as 
possible if the chief compliance officer becomes aware of any 
circumstances indicating that the firm, or any individual acting 
on its behalf, may be in non-compliance with securities 
legislation and any of the following apply:
(i)	the non-compliance creates, in the opinion of a 
reasonable person, a risk of harm to a client;
(ii)	the non-compliance creates, in the opinion of a 
reasonable person, a risk of harm to the capital markets; 
(iii)	the non-compliance is part of a pattern of non-
compliance;
(d)	submit an annual report to the firm's board of directors, or 
individuals acting in a similar capacity for the firm, for the 
purpose of assessing compliance by the firm, and individuals 
acting on its behalf, with securities legislation.
PART 6 - SUSPENSION AND REVOCATION OF REGISTRATION -  
	INDIVIDUALS
6.1	If Individual Ceases to have Authority to Act for Firm
If a registered individual ceases to have authority to act as a registered 
individual on behalf of his or her sponsoring firm because of the end of, or a 
change in, the individual's employment, partnership, or agency relationship 
with the firm, the individual's registration with the firm is suspended until 
reinstated or revoked under securities legislation.
6.2	If IIROC Approval is Revoked or Suspended
If IIROC revokes or suspends a registered individual's approval in respect of 
an investment dealer, the individual's registration as a dealing representative of 
the investment dealer is suspended until reinstated or revoked under securities 
legislation. 
6.3	If MFDA Approval is Revoked or Suspended
Except in Qu‚bec, if the MFDA revokes or suspends a registered individual's 
approval in respect of a mutual fund dealer, the individual's registration as a 
dealing representative of the mutual fund dealer is suspended until reinstated or 
revoked under securities legislation.


6.4	If Sponsoring Firm is Suspended
If a registered firm's registration in a category is suspended, the registration of 
each registered dealing, advising or associate advising representative acting on 
behalf of the firm in that category is suspended until reinstated or revoked 
under securities legislation.
6.5	Dealing and Advising Activities Suspended
If an individual's registration in a category is suspended, the individual must 
not act as a dealer, an underwriter or an adviser, as the case may be, under that 
category.
6.6	Revocation of a Suspended Registration - Individual
If a registration of an individual has been suspended under this Part and it has 
not been reinstated, the registration is revoked on the 2nd anniversary of the 
suspension.
6.7	Exception for Individuals Involved in a Hearing 
Despite section 6.6, if a hearing concerning a suspended registrant is 
commenced under securities legislation or a proceeding concerning the 
registrant is commenced under the rules of an SRO, the registrant's registration 
remains suspended. 
6.8	Application of Part 6 in Ontario
Other than section 6.5 [dealing and advising activities suspended], this Part 
does not apply in Ontario.
Note:  In Ontario, measures governing suspension in section 29 of the 
Securities Act (Ontario) are similar to those in Parts 6 and 10.
PART 7 - CATEGORIES OF REGISTRATION FOR FIRMS
7.1	Dealer Categories
(1)	The following are the categories of registration for a person or company 
that is required, under securities legislation, to be registered as a dealer:
(a)	investment dealer;
(b)	mutual fund dealer;
(c)	scholarship plan dealer;


(d)	exempt market dealer; 
(e)	restricted dealer. 
(2)	A person or company registered in the category of
(a)	investment dealer may act as a dealer or an underwriter in 
respect of any security,
(b)	mutual fund dealer may act as a dealer in respect of any security 
of 
(i)	a mutual fund, or
(ii)	except in Qu‚bec, an investment fund that is a labour-
sponsored investment fund corporation or labour-
sponsored venture capital corporation under legislation 
of a jurisdiction of Canada,
(c)	scholarship plan dealer may act as a dealer in respect of a 
security of a scholarship plan, an educational plan or an 
educational trust,
(d)	exempt market dealer may 
(i)	act as a dealer by trading a security that is distributed 
under an exemption from the prospectus requirement, 
whether or not a prospectus was filed in respect of the 
distribution, 
(ii)	act as a dealer by trading a security that, if the trade 
were a distribution, would be exempt from the 
prospectus requirement, 
(iii)	receive an order from a client to sell a security that was 
acquired by the client in a circumstance described in 
subparagraph (i) or (ii), and may act or solicit in 
furtherance of receiving such an order, and
(iv)	act as an underwriter in respect of a distribution of 
securities that is made under an exemption from the 
prospectus requirement;
(e)	restricted dealer may act as a dealer or an underwriter in 
accordance with the terms, conditions, restrictions or 
requirements applied to its registration.
(3)	Despite paragraph (2)(b), in British Columbia a mutual fund dealer may 
also act as a dealer in respect of securities of any of the following:
(a)	scholarship plans; 
(b)	educational plans; 
(c)	educational trusts.
(4)	Subsection (1) does not apply in Ontario.
Note:  In Ontario, the same categories of registration for firms acting as dealers 
as in subsection 7.1(1) are set out under subsection 26(2) of the Securities Act 
(Ontario).
7.2	Adviser Categories 
(1)	The following are the categories of registration for a person or company 
that is required, under securities legislation, to be registered as an 
adviser:
(a)	portfolio manager;
(b)	restricted portfolio manager.
(2)	A person or company registered in the category of
(a)	portfolio manager may act as an adviser in respect of any 
security, and
(b)	restricted portfolio manager may act as an adviser in respect of 
any security in accordance with the terms, conditions, restrictions 
or requirements applied to its registration. 
(3)	Subsection (1) does not apply in Ontario.
Note:  In Ontario, the same categories of registration for firms acting as 
advisers as in subsection 7.2(1) are set out under subsection 26(6) of the 
Securities Act (Ontario).
7.3	Investment Fund Manager Category  
The category of registration for a person or company that is required, under 
securities legislation, to be registered as an investment fund manager is 
"investment fund manager".
PART 8 - EXEMPTIONS FROM THE REQUIREMENT TO REGISTER
Division 1	Exemptions from Dealer and Underwriter Registration 


8.1	Interpretation of "trade" in Qu‚bec
In this Part, in Qu‚bec, "trade" refers to any of the following activities: 
(a)	the activities described in the definition of "dealer" in section 5 
of the Securities Act (R.S.Q., c. V-1.1), including the following 
activities: 
(i)	the sale or disposition of a security by onerous title, 
whether the terms of payment are on margin, 
installment or otherwise, but does not include a transfer 
or the giving in guarantee of securities in connection 
with a debt or the purchase of a security, except as 
provided in paragraph (b);
(ii)	participation as a trader in any transaction in a security 
through the facilities of an exchange or a quotation and 
trade reporting system;
(iii)	the receipt by a registrant of an order to buy or sell a 
security;
(b)	a transfer or the giving in guarantee of securities of an issuer 
from the holdings of a control person in connection with a debt. 
8.2	Definition of "securities" in Alberta, British Columbia, New Brunswick 
and Saskatchewan
Despite section 1.2, in Alberta, British Columbia, New Brunswick and 
Saskatchewan, a reference to "securities" in this Division excludes "exchange 
contracts".
8.3	Interpretation - Exemption from Underwriter Registration Requirement
In this Division, an exemption from the dealer registration requirement is an 
exemption from the underwriter registration requirement.
8.4	Person or Company not in the business of Trading in British Columbia, 
Manitoba and New Brunswick
(1)	In British Columbia and New Brunswick, a person or company is 
exempt from the dealer registration requirement if the person or 
company
(a)	is not engaged in the business of trading in securities or 
exchange contracts as a principal or  agent, and
(b)	does not hold himself, herself or itself out as engaging in the 
business of trading in securities or exchange contracts as a 
principal or agent.
(2)	In Manitoba, a person or company is exempt from the dealer registration 
requirement if the person or company
(a)	is not engaged in the business of trading in securities as a 
principal or agent, and
(b)	does not hold himself, herself or itself out as engaging in the 
business of trading in securities as a principal or agent.
8.5	Trades Through or to a Registered Dealer 
The dealer registration requirement does not apply to a person or company in 
respect of a trade by the person or company if one of the following applies: 
(a)	the trade is made solely through an agent who is a registered 
dealer, if the dealer is registered in a category that permits the 
trade;
(b)	the trade is made to a registered dealer who is purchasing as 
principal, if the dealer is registered in a category that permits the 
trade.
8.6	Adviser - Non-Prospectus Qualified Investment Fund 
(1)	The dealer registration requirement does not apply to a registered 
adviser, or an adviser that is exempt from registration under section 8.26 
[international adviser], in respect of a trade in a security of a non-
prospectus qualified investment fund if both of the following apply:
(a)	the adviser acts as the fund's adviser and investment fund 
manager; 
(b)	the trade is to a managed account of a client of the adviser. 
(2)	The exemption in subsection (1) is not available if the managed account 
or non-prospectus qualified investment fund was created or is used 
primarily for the purpose of qualifying for the exemption.
(3)	An adviser that relies on subsection (1) must provide written notice to 
the regulator that it is relying on the exemption within 7 days of its first 
use of the exemption.
8.7	Investment Fund Reinvestment
(1)	Subject to subsections (2), (3), (4) and (5), the dealer registration 
requirement does not apply to an investment fund, or the investment 
fund manager of the fund, in respect of a trade in a security with a 
security holder of the investment fund if the trade is permitted by a plan 
of the investment fund and is in a security of the investment fund's own 
issue and if any of the following apply:
(a)	a dividend or distribution out of earnings, surplus, capital or 
other sources payable in respect of the investment fund's 
securities is applied to the purchase of the security that is of the 
same class or series as the securities to which the dividends or 
distributions are attributable;
(b)	the security holder makes an optional cash payment to purchase 
the security of the investment fund and both of the following 
apply: 
(i)	the security is of the same class or series of securities 
described in paragraph (a) that trade on a marketplace;
(ii)	the aggregate number of securities issued under the 
optional cash payment does not exceed, in the financial 
year of the investment fund during which the trade 
takes place, 2 per cent of the issued and outstanding 
securities of the class to which the plan relates as at the 
beginning of the financial year.
(2)	The exemption in subsection (1) is not available unless the plan that 
permits the trade is available to every security holder in Canada to which 
the dividend or distribution is available.
(3)	The exemption in subsection (1) is not available if a sales charge is 
payable on a trade described in the subsection. 
(4)	At the time of the trade, if the investment fund is a reporting issuer and 
in continuous distribution, the investment fund must have set out in the 
prospectus under which the distribution is made
(a)	details of any deferred or contingent sales charge or redemption 
fee that is payable at the time of the redemption of the security, 
and
(b)	any right that the security holder has to elect to receive cash 
instead of securities on the payment of a dividend or making of a 
distribution by the investment fund and instructions on how the 
right can be exercised.
(5)	At the time of the trade, if the investment fund is a reporting issuer and 
is not in continuous distribution, the investment fund must provide the 
information required by subsection (4) in its prospectus, annual 
information form or a material change report.


8.8	Additional Investment in Investment Funds
The dealer registration requirement does not apply to an investment fund, or 
the investment fund manager of the fund, in respect of a trade in a security of 
the investment fund's own issue with a security holder of the investment fund 
if all of the following apply:
(a)	the security holder initially acquired securities of the investment 
fund as principal for an acquisition cost of not less than $150,000 
paid in cash at the time of the acquisition;
(b)	the trade is in respect of a security of the same class or series as 
the securities initially acquired, as described in paragraph (a);
(c)	the security holder, as at the date of the trade, holds securities of 
the investment fund and one or both of the following apply:
(i)	the acquisition cost of the securities being held was not 
less than $150,000;
(ii)	the net asset value of the securities being held is not 
less than $150,000.
8.9	Additional Investment in Investment Funds if Initial Purchase before 
September 14, 2005
The dealer registration requirement does not apply in respect of a trade by an 
investment fund in a security of its own issue to a purchaser that initially 
acquired a security of the same class as principal before September 14, 2005 if 
all of the following apply:
(a)	the security was initially acquired under any of the following 
provisions:
(i)	in Alberta, sections 86(e) and 131(1)(d) of the 
Securities Act (Alberta) as they existed prior to their 
repeal by sections 9(a) and 13 of the Securities 
Amendment Act (Alberta), 2003 SA c.32 and sections 
66.2 and 122.2 of the Alberta Securities Commission 
Rules (General);
(ii)	in British Columbia, sections 45(2) (5) and (22), and 
74(2) (4) and (19) of the Securities Act (British 
Columbia);
(iii)	in Manitoba, sections 19(3) and 58(1)(a) of the 
Securities Act (Manitoba) and section 90 of the 
Securities Regulation MR 491/88R;
(iv)	in New Brunswick, section 2.8 of Local Rule 45-501 
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 Qu‚bec, former sections 51 and 155.1(2) of the 
Securities Act (Qu‚bec);
(xii)	in Saskatchewan, sections 39(1)(e) and 81(1)(d) of The 
Securities Act, 1988 (Saskatchewan);
(b)	the trade is for a security of the same class or series as the initial 
trade;
(c)	the security holder, as at the date of the trade, holds securities of 
the investment fund that have one or both of the following 
characteristics: 
(i)	an acquisition cost of not less than the minimum 
amount prescribed by securities legislation referred to 
in paragraph (a) under which the initial trade was 
conducted;
(ii)	a net asset value of not less than the minimum amount 
prescribed by securities legislation referred to in 
paragraph (a) under which the initial trade was 
conducted.


8.10	Private Investment Club
The dealer registration requirement does not apply in respect of a trade in a 
security of an investment fund if all of the following apply: 
(a)	the fund has no more than 50 beneficial security holders;
(b)	the fund does not seek and has never sought to borrow money 
from the public; 
(c)	the fund does not distribute and has never distributed its 
securities to the public; 
(d)	the fund does not pay or give any remuneration for investment 
management or administration advice in respect of trades in 
securities, except normal brokerage fees;
(e)	the fund, for the purpose of financing its operations, requires 
security holders to make contributions in proportion to the value 
of the securities held by them.
8.11	Private Investment Fund - Loan and Trust Pools
(1)	The dealer registration requirement does not apply in respect of a trade 
in a security of an investment fund if all of the following apply:
(a)	the fund is administered by a trust company or trust corporation 
that is registered or authorized by an enactment of Canada or a 
jurisdiction of Canada to carry on business in Canada or a 
jurisdiction of Canada;
(b)	the fund has no promoter or investment fund manager other than 
the trust company or trust corporation referred to in paragraph 
(a);
(c)	the fund commingles the money of different estates and trusts for 
the purpose of facilitating investment.
(2)	Despite subsection (1), a trust company or trust corporation registered 
under the laws of Prince Edward Island that is not registered under the 
Trust and Loan Companies Act (Canada) or under comparable 
legislation in another jurisdiction of Canada is not a trust company or 
trust corporation for the purpose of  paragraph (1)(a). 
8.12	Mortgages
(1)	In this section, "syndicated mortgage" means a mortgage in which two 
or more persons or companies participate, directly or indirectly, as 
lenders in the debt obligation that is secured by the mortgage.
(2)	Subject to subsection (3), the dealer registration requirement does not 
apply in respect of a trade in a mortgage on real property in a 
jurisdiction of Canada by a person or company who is registered or 
licensed, or exempted from registration or licensing, under mortgage 
brokerage or mortgage dealer legislation of that jurisdiction. 
(3)	In Alberta, British Columbia, Manitoba, Qu‚bec and Saskatchewan, 
subsection (2) does not apply in respect of a trade in a syndicated 
mortgage. 
(4)	This section does not apply in Ontario.
Note:  In Ontario a similar exemption from the dealer registration requirement 
is provided under subsection 35(4) of the Securities Act (Ontario).
8.13	Personal Property Security Legislation 
(1)	The dealer registration requirement does not apply in respect of a trade 
to a person or company, other than an individual in a security evidencing 
indebtedness secured by or under a security agreement, secured in 
accordance with personal property security legislation of a jurisdiction 
of Canada that provides for the granting of security in personal property.
(2)	This section does not apply in Ontario. 
Note:  In Ontario a similar exemption from the dealer registration requirement 
is provided under subsection 35(2) of the Securities Act (Ontario).
8.14	Variable Insurance Contract 
(1)	In this section 
"contract", "group insurance", "insurance company", "life insurance" 
and "policy" have the respective meanings assigned to them in the 
legislation referenced opposite the name of the local jurisdiction in 
Appendix A of NI 45-106; 
"variable insurance contract" means a contract of life insurance under 
which the interest of the purchaser is valued for purposes of conversion 
or surrender by reference to the value of a proportionate interest in a 
specified portfolio of assets.
(2)	The dealer registration requirement does not apply in respect of a trade 
in a variable insurance contract by an insurance company if the variable 
insurance contract is
(a)	a contract of group insurance,
(b)	a whole life insurance contract providing for the payment at 
maturity of an amount not less than 75% of the premium paid up 
to age 75 years for a benefit payable at maturity,
(c)	an arrangement for the investment of policy dividends and policy 
proceeds in a separate and distinct fund to which contributions 
are made only from policy dividends and policy proceeds, or 
(d)	a variable life annuity.
8.15	Schedule III Banks and Cooperative Associations - Evidence of Deposit 
(1)	The dealer registration requirement does not apply in respect of a trade 
in an evidence of deposit issued by a Schedule III bank or an association 
governed by the Cooperative Credit Associations Act (Canada).
(2)	This section does not apply in Ontario. 
Note:  In Ontario, subsection 8.15(1) is not required because the security 
described in the exemption is excluded from the definition of "security" in 
subsection 1(1) of the Securities Act (Ontario).
8.16	Plan Administrator 
(1)	In this section
"consultant" has the same meaning as in section 2.22 of NI 45-106; 
"control person" has the same meaning as in section 1.1 of NI 45-106;
"executive officer" has the same meaning as in section 1.1 of NI 45-
106; 
"permitted assign" has the same meaning as in section 2.22 of NI 45-
106;
"plan" means a plan or program established or maintained by an issuer 
providing for the acquisition of securities of the issuer by employees, 
executive officers, directors or consultants of the issuer or of a related 
entity of the issuer;
"plan administrator" means a trustee, custodian, or administrator, acting 
on behalf of, or for the benefit of, employees, executive officers, 
directors or consultants of an issuer or of a related entity of an issuer; 
"related entity" has the same meaning as in section 2.22 of NI 45-106.
(2)	The dealer registration requirement does not apply in respect of a trade 
made pursuant to a plan of the issuer in a security of an issuer, or an 
option to acquire a security of the issuer, made by the issuer, a control 
person of the issuer, a related entity of the issuer, or a plan administrator 
of the issuer with any of the following:
(a)	the issuer;
(b)	a current or former employee, executive officer, director or 
consultant of the issuer or a related entity of the issuer;
(c)	a permitted assign of a person or company referred to in 
paragraph (b).
(3)	The dealer registration requirement does not apply in respect of a trade 
in a security of an issuer, or an option to acquire a security of the issuer, 
made by a plan administrator of the issuer if
(a)	the trade is pursuant to a plan of the issuer, and
(b)	the conditions in section 2.14 of National Instrument 45-102 
Resale of Securities are satisfied.
8.17	Reinvestment Plan
(1)	Subject to subsections (3), (4) and (5), the dealer registration 
requirement does not apply in respect of the following trades by an 
issuer, or by a trustee, custodian or administrator acting for or on behalf 
of the issuer, to a security holder of the issuer if the trades are permitted 
by a plan of the issuer:
(a)	a trade in a security of the issuer's own issue if a dividend or 
distribution out of earnings, surplus, capital or other sources 
payable in respect of the issuer's securities is applied to the 
purchase of the security;
(b)	subject to subsection (2), a trade in a security of the issuer's own 
issue if the security holder makes an optional cash payment to 
purchase the security of the issuer that trades on a marketplace.
(2)	The aggregate number of securities issued under the optional cash 
payment referred to in subsection (1)(b) must not exceed, in any 
financial year of the issuer during which the trade takes place, 2% of the 
issued and outstanding securities of the class to which the plan relates as 
at the beginning of the financial year.
(3)	A plan that permits the trades described in subsection (1) must be 
available to every security holder in Canada to which the dividend or 
distribution out of earnings, surplus, capital or other sources is available.
(4)	This section is not available in respect of a trade in a security of an 
investment fund.
(5)	Subject to section 8.3.1 [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.
8.18	International Dealer
(1)	In this section, "foreign security" means
(a)	a security issued by an issuer incorporated, formed or created 
under the laws of a foreign jurisdiction, or
(b)	a security issued by a government of a foreign jurisdiction.
(2)	Subject to subsections (3) and (4), the dealer registration requirement 
does not apply in respect of the following:
(a)	an activity, other than a sale of a security, that is reasonably 
necessary to facilitate a distribution of securities that are offered 
primarily in a foreign jurisdiction;
(b)	a trade in a debt security with a permitted client during the 
security's distribution, if the debt security is offered primarily in 
a foreign jurisdiction and a prospectus has not been filed with a 
Canadian securities regulatory authority for the distribution;
(c)	a trade in a debt security that is a foreign security with a 
permitted client, other than during the security's distribution;
(d)	a trade in a foreign security with a permitted client, unless the 
trade is made during the security's distribution under a 
prospectus that has been filed with a Canadian securities 
regulatory authority; 
(e)	a trade in a foreign security with an investment dealer;
(f)	a trade in any security with an investment dealer that is acting as 
principal.
(3)	The exemptions under subsection (2) are not available to a person or 
company unless all of the following apply:
(a)	the head office or principal place of business of the person or 
company is in a foreign jurisdiction;
(b)	the person or company is registered under the securities 
legislation of the foreign jurisdiction in which its head office or 
principal place of business is located in a category of registration 
that permits it to carry on the activities in that jurisdiction that 
registration as a dealer would permit it to carry on in the local 
jurisdiction;
(c)	the person or company engages in the business of a dealer in the 
foreign jurisdiction in which its head office or principal place of 
business is located;
(d)	the person or company is acting as principal or as agent for the 
issuer of the securities, for a permitted client, or for a person or 
company that is not a resident of Canada;
(e)	the person or company has submitted to the securities regulatory 
authority a completed Form 31-103F2 Submission to Jurisdiction 
and Appointment of Agent for Service. 
(4)	The exemptions under subsection (2) are not available to a person or 
company in respect of a trade with a permitted client unless one of the 
following applies:
(a)	the permitted client is a person or company registered under the 
securities legislation of a jurisdiction of Canada as an adviser or 
dealer;
(b)	the person or company has notified the permitted client of all of 
the following:
(i)	the person or company is not registered in Canada;
(ii)	the person or company's jurisdiction of residence;
(iii)	the name and address of the agent for service of process 
of the person or company in the local jurisdiction;
(iv)	there may be difficulty enforcing legal rights against 
the person or company because it is resident outside 
Canada and all or substantially all of its assets may be 
situated outside of Canada.
(5)	A person or company relying on subsection (2) must notify the regulator 
12 months after it first submits a Form 31-103F2 under paragraph (3)(e), 
and each year thereafter, if it continues to rely on subsection (2).
(6)	In Ontario, subsection (5) does not apply to a person or company that 
complies with the filing and fee payment requirements applicable to an 
unregistered exempt international firm under Ontario Securities 
Commission Rule 13-502 Fees.
8.19	Self-Directed Registered Education Savings Plan 
(1)	In this section
"self-directed RESP" means an educational savings plan registered 
under the Income Tax Act (Canada)
(a)	that is structured so that contributions by a subscriber to the plan 
are deposited directly into an account in the name of the 
subscriber, and
(b)	under which the subscriber maintains control and direction over 
the plan that enables the subscriber to direct how the assets of the 
plan are to be held, invested or reinvested subject to compliance 
with the Income Tax Act (Canada). 
(2)	The dealer registration requirement does not apply in respect of a trade 
in a self-directed RESP to a subscriber if both of the following apply:
(a)	the trade is made by any of the following:
(i)	a dealing representative of a mutual fund dealer who is 
acting on behalf of the mutual fund dealer;
(ii)	a Canadian financial institution;
(iii)	in Ontario, a financial intermediary;
(b)	the self-directed RESP restricts its investments in securities to 
securities in which the person or company who trades the self-
directed RESP is permitted to trade.
8.20	Exchange Contract - Alberta, British Columbia, New Brunswick and 
Saskatchewan
(1)	In Alberta, British Columbia and New Brunswick, the dealer registration 
requirement does not apply in respect of the following trades in 
exchange contracts:
(a)	a trade by a person or company made 
(i)	solely through an agent who is a registered dealer, if the 
dealer is registered in a category that permits the trade, 
or
(ii)	to a registered dealer who is purchasing as principal, if 
the dealer is registered in a category that permits the 
trade;
(b)	subject to subsection (2), a trade resulting from an unsolicited 
order placed with an individual who is not a resident of, and does 
not carry on business in, the local jurisdiction.
(2)	An individual referred to in subsection (1)(b) must not do any of the 
following:
(a)	advertise or engage in promotional activity that is directed to 
persons or companies in the local jurisdiction during the 6 
months preceding the trade;
(b)	pay any commission or finder's fee to any person or company in 
the local jurisdiction in connection with the trade.
(3)	In Saskatchewan, the dealer registration requirement does not apply in 
respect of either of the following:
(a)	a trade in an exchange contract made solely through an agent 
who is a registered dealer, if the dealer is registered in a category 
that permits the trade;
(b)	a trade in an exchange contract made to a registered dealer who 
is purchasing as principal, if the dealer is registered in a category 
that permits the trade.
8.21	Specified Debt
(1)	In this section
"approved credit rating" has the same meaning as in National 
Instrument 81-102 Mutual Funds;
"approved credit rating organization" has the same meaning as in 
National Instrument 81-102 Mutual Funds;  
"permitted supranational agency" means any of the following:
(a)	the African Development Bank, established by the Agreement 
Establishing the African Development Bank which came into 
force on September 10, 1964, that Canada became a member of 
on December 30, 1982;
(b)	the Asian Development Bank, established under a resolution 
adopted by the United Nations Economic and Social 
Commission for Asia and the Pacific in 1965;
(c)	the Caribbean Development Bank, established by the Agreement 
Establishing the Caribbean Development Bank which came into 
force on January 26, 1970, as amended, that Canada is a 
founding member of;
(d)	the European Bank for Reconstruction and Development, 
established by the Agreement Establishing the European Bank 
for Reconstruction and Development and approved by the 
European Bank for Reconstruction and Development Agreement 
Act (Canada), that Canada is a founding member of;
(e)	the Inter-American Development Bank, established by the 
Agreement establishing the Inter-American Development Bank 
which became effective December 30, 1959, as amended from 
time to time, that Canada is a member of;
(f)	the International Bank for Reconstruction and Development, 
established by the Agreement for an International Bank for 
Reconstruction and Development approved by the Bretton 
Woods and Related Agreements Act (Canada); 
(g)	the International Finance Corporation, established by Articles of 
Agreement approved by the Bretton Woods and Related 
Agreements Act (Canada).
(2)	The dealer registration requirement does not apply in respect of a trade 
in any of the following:
(a)	a debt security issued by or guaranteed by the Government of 
Canada or the government of a jurisdiction of Canada;
(b)	a debt security issued by or guaranteed by a government of a 
foreign jurisdiction if the debt security has an approved credit 
rating from an approved credit rating organization;
(c)	a debt security issued by or guaranteed by a municipal 
corporation in Canada;
(d)	a debt security secured by or payable out of rates or taxes levied 
under the law of a jurisdiction of Canada on property in the 
jurisdiction and collectible by or through the municipality in 
which the property is situated; 
(e)	a debt security issued by or guaranteed by a Canadian financial 
institution or a Schedule III bank, other than debt securities that 
are subordinate in right of payment to deposits held by the issuer 
or guarantor of those debt securities;
(f)	a debt security issued by the Comit‚ de gestion de la taxe 
scolaire de l'Œle de Montr‚al;
(g)	a debt security issued by or guaranteed by a permitted 
supranational agency if the debt securities are payable in the 
currency of Canada or the United States of America.
(3)	Paragraphs (2)(a), (c) and (d) do not apply in Ontario.
Note:  In Ontario, exemptions from the dealer registration requirement similar 
to those in paragraphs 8.21(a), (c) and (d) are provided under paragraph 2 of 
subsection 35(1) of the Securities Act (Ontario).
8.22	Small Security Holder Selling and Purchase Arrangements
(1)	In this section
"exchange" means
(a)	TSX Inc.,
(b)	TSX Venture Exchange Inc., or
(c)	an exchange that 
(i)	has a policy that is substantially similar to the policy of 
the TSX Inc., and 
(ii)	is designated by the securities regulatory authority for 
the purpose of this section;
"policy" means,
(a)	in the case of TSX Inc., sections 638 and 639 [Odd lot selling 
and purchase arrangements] of the TSX Company Manual, as 
amended from time to time,
(b)	in the case of the TSX Venture Exchange Inc., Policy 5.7 Small 
Shareholder Selling and Purchase Arrangements, as amended 
from time to time, or
(c)	in the case of an exchange referred to in paragraph (c) of the 
definition of "exchange", the rule, policy or other similar 
instrument of the exchange on small shareholder selling and 
purchase arrangements. 
(2)	The dealer registration requirement does not apply in respect of a trade 
by an issuer or its agent, in securities of the issuer that are listed on an 
exchange, if all of the following apply:
(a)	the trade is an act in furtherance of participation by the holders of 
the securities in an arrangement that is in accordance with the 
policy of that exchange;
(b)	the issuer and its agent do not provide advice to a security holder 
about the security holder's participation in the arrangement 
referred to in paragraph (a), other than a description of the 
arrangement's operation, procedures for participation in the 
arrangement, or both;
(c)	the trade is made in accordance with the policy of that exchange, 
without resort to an exemption from, or variation of, the 
significant subject matter of the policy;
(d)	at the time of the trade after giving effect to a purchase under the 
arrangement, the market value of the maximum number of 
securities that a security holder is permitted to hold in order to be 
eligible to participate in the arrangement is not more than 
$25 000.
(3)	For the purposes of subsection (2)(c), an exemption from, or variation 
of, the maximum number of securities that a security holder is permitted 
to hold under a policy in order to be eligible to participate in the 
arrangement provided for in the policy is not an exemption from, or 
variation of, the significant subject matter of the policy.
Division 2	Exemptions from Adviser Registration 
8.23	Dealer Without Discretionary Authority
The adviser registration requirement does not apply to a registered dealer, or a 
dealing representative acting on behalf of the dealer, that provides advice to a 
client if the advice is
(a)	in connection with a trade in a security that the dealer and the 
representative are permitted to make under his, her or its 
registration,
(b)	provided by the representative, and
(c)	not in respect of a managed account of the client.
8.24	IIROC Members with Discretionary Authority 
The adviser registration requirement does not apply to a registered dealer, or a 
dealing representative acting on behalf of the dealer, that acts as an adviser in 
respect of a client's managed account if the registered dealer is a member of 
IIROC and the advising activities are conducted in accordance with the rules of 
IIROC.
8.25	Advising Generally 
(1)	For the purposes of subsections (3) and (4), "financial or other interest" 
includes the following:
(a)	ownership, beneficial or otherwise, in the security or in another 
security issued by the same issuer;
(b)	an option in respect of the security or another security issued by 
the same issuer; 
(c)	a commission or other compensation received, or expected to be 
received, from any person or company in connection with the 
trade in the security;
(d)	a financial arrangement regarding the security with any person or 
company;
(e)	a financial arrangement with any underwriter or other person or 
company who has any interest in the security.
(2)	The adviser registration requirement does not apply to a person or 
company that acts as an adviser if the advice the person or company 
provides  does not purport to be tailored to the needs of the person or 
company receiving the advice. 
(3)	If a person or company that is exempt under subsection (2) recommends 
buying, selling or holding a specified security, a class of securities or the 
securities of a class of issuers in which any of the following has a 
financial or other interest, the person or company must disclose the 
interest concurrently with providing the advice:
(a)	the person or company;
(b)	any partner, director or officer of the person or company;
(c)	any other person or company that would be an insider of the 
first-mentioned person or company if the first-mentioned person 
or company were a reporting issuer.
(4)	If the financial or other interest of the person or company includes an 
interest in an option described in paragraph (b) of the definition of 
"financial or other interest" in subsection (1), the disclosure required by 
subsection (3) must include a description of the terms of the option.
(5)	This section does not apply in Ontario.
Note: In Ontario, measures similar to those in section 7.24 are in section 34 of 
the Securities Act (Ontario).


8.26	International Adviser 
(1)	Despite section 1.2, in Alberta, British Columbia, New Brunswick and 
Saskatchewan, a reference to "securities" in this section excludes 
"exchange contracts".
(2)	In this section
"aggregate consolidated gross revenue" does not include the gross 
revenue of an affiliate of the adviser if the affiliate is registered in a 
jurisdiction of Canada;
"foreign security" means
(a)	a security issued by an issuer incorporated, formed or created 
under the laws of a foreign jurisdiction, and
(b)	a security issued by a government of a foreign jurisdiction; 
"permitted client" has the meaning given to the term in section 1.1 
[definitions] except that it excludes a person or company registered 
under the securities legislation of a jurisdiction of Canada as an adviser 
or dealer.
(3)	The adviser registration requirement does not apply to a person or 
company in respect of its acting as an adviser to a permitted client if the 
adviser does not advise in Canada on securities of Canadian issuers, 
unless providing that advice is incidental to its providing advice on a 
foreign security.
(4)	The exemption under subsection (3) is not available unless all of the 
following apply:
(a)	the adviser's head office or principal place of business is in a 
foreign jurisdiction;
(b)	the adviser is registered, or operates under an exemption from 
registration, under the securities legislation of the foreign 
jurisdiction in which its head office or principal place of business 
is located, in a category of registration that permits it to carry on 
the activities in that jurisdiction that registration as an adviser 
would permit it to carry on in the local jurisdiction;
(c)	the adviser engages in the business of an adviser in the foreign 
jurisdiction in which its head office or principal place of business 
is located;
(d)	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).
(6)	In Ontario, subsection (5) does not apply to a person or company that 
complies with the filing and fee payment requirements applicable to an 
unregistered exempt international firm under Ontario Securities 
Commission Rule 13-502 Fees.
Division 3	Exemptions from Investment Fund Manager 
	Registration 
8.27	Private Investment Club
The investment fund manager registration requirement does not apply to a 
person or company in respect of its acting as an investment fund manager for 
an investment fund if all of the following apply: 
(a)	the fund has no more than 50 beneficial security holders;
(b)	the fund does not seek and has never sought to borrow money 
from the public; 
(c)	the fund does not distribute and has never distributed its 
securities to the public; 
(d)	the fund does not pay or give any remuneration for investment 
management or administration advice in respect of trades in 
securities, except normal brokerage fees;
(e)	the fund, for the purpose of financing its operations, requires 
security holders to make contributions in proportion to the value 
of the securities held by them.
8.28	Capital Accumulation Plan Exemption
(1)	In this section, "capital accumulation plan" means a tax assisted 
investment or savings plan, including a defined contribution registered 
pension plan, a group registered retirement savings plan, a group 
registered education savings plan, or a deferred profit-sharing plan, 
established by a plan sponsor that permits a member to make investment 
decisions among two or more investment options offered within the 
plan, and in Quebec and Manitoba, includes a simplified pension plan.
(2)	The investment fund manager registration requirement does not apply to 
a person or company that acts as an investment fund manager for an 
investment fund if the person or company is only required to be 
registered as an investment fund manager because the investment fund is 
an investment option in a capital accumulation plan.
8.29	Private Investment Fund - Loan and Trust Pools
(1)	The investment fund manager registration requirement does not apply to 
a trust company or trust corporation that administers an investment fund 
if all of the following apply:
(a)	the trust company or trust corporation is registered or authorized 
by an enactment of Canada or a jurisdiction of Canada to carry 
on business in Canada or a jurisdiction of Canada;
(b)	the fund has no promoter or investment fund manager other than 
the trust company or trust corporation;
(c)	the fund commingles the money of different estates and trusts for 
the purpose of facilitating investment.
(2)	The exemption in subsection (1) is not available to a trust company or 
trust corporation registered under the laws of Prince Edward Island 
unless it is also registered under the Trust and Loan Companies Act 
(Canada) or under comparable legislation in another jurisdiction of 
Canada.


Division 4	Mobility Exemption - Firms 
8.30	Client Mobility Exemption - Firms
The dealer registration requirement and the adviser registration requirement do 
not apply to a person or company if all of the following apply:
(a)	the person or company is registered as a dealer or adviser in its 
principal jurisdiction;
(b)	the person or company does not act as a dealer, underwriter or 
adviser in the local jurisdiction other than as it is permitted to in 
its principal jurisdiction according to its registration;
(c)	the person or company does not act as a dealer, underwriter or 
adviser in the local jurisdiction other than in respect of 10 or 
fewer eligible clients;
(d)	the person or company complies with Parts 13 [dealing with 
clients - individuals and firms] and 14 [handling client accounts 
- firms];
(e)	the person or company deals fairly, honestly and in good faith in 
the course of its dealings with an eligible client.
PART 9 - MEMBERSHIP IN A SELF-REGULATORY ORGANIZATION
9.1	IIROC Membership for Investment Dealers 
An investment dealer must not act as a dealer unless the investment dealer is a 
"Dealer Member", as defined under the rules of IIROC. 
9.2	MFDA Membership for Mutual Fund Dealers 
Except in Qu‚bec, a mutual fund dealer must not act as a dealer unless the 
mutual fund dealer is a "member", as defined under the rules of the MFDA. 
9.3	Exemptions from Certain Requirements for SRO Members 
(1)	An investment dealer that is a member of IIROC is exempt from the 
following requirements to the extent the provisions apply to the activities 
of an investment dealer: 
(a)	section 12.1 [capital requirements];
(b)	section 12.2 [notifying the regulator of a subordination 
agreement];
(c)	section 12.3 [insurance - dealer];
(d)	section 12.6 [global bonding or insurance];
(e)	section 12.7 [notifying the regulator of a change, claim or 
cancellation];
(f)	section 12.10 [annual  financial statements];
(g)	section 12.11 [interim financial information];
(h)	section 12.12 [delivering financial information - dealer];
(i)	subsection 13.2(3) [know your client];
(j)	section 13.3 [suitability];
(k)	section 13.12 [restriction on lending to clients];
(l)	section 13.13 [disclosure when recommending the use of 
borrowed money];
(m)	subsection 14.2(2) [relationship disclosure information];
(n)	section 14.6 [holding client assets in trust];
(o)	section 14.8 [securities subject to a safekeeping agreement];
(p)	section 14.9 [securities not subject to a safekeeping agreement];
(q)	section 14.12 [content and delivery of trade confirmation].
(2)	Despite subsection (1), if a registered firm is a member of IIROC and is 
registered as an investment fund manager, the firm is not exempt from 
the following requirements:
(a)	section 12.1 [capital requirements];
(b)	section 12.2 [notifying the regulator of a subordination 
agreement]; 
(c)	section 12.7 [notifying the regulator of a change, claim or 
cancellation];
(d)	section 12.10 [annual financial statements];
(e)	section 12.11 [interim financial information].
(3)	A registered firm that is a member of the MFDA is exempt from each 
requirement listed in subsection (1) that applies to a mutual fund dealer 
other than the following:
(a)	subsection 13.2(3) [know your client];
(b)	section 13.12 [restriction on lending to clients].
(4)	Despite subsection (3), if a registered firm is a member of the MFDA 
and is registered as an investment fund manager, the firm is not exempt 
from the following requirements:
(a)	section 12.1 [capital requirements];
(b)	section 12.2 [notifying the regulator of a subordination 
agreement];
(c)	section 12.7 [notifying the regulator of a change, claim or 
cancellation];
(d)	section 12.10 [annual financial statements];
(e)	section 12.11 [interim financial information].
(5)	Subsection (3) does not apply in Qu‚bec.
(6)	In Qu‚bec, the requirements listed in subsection (1), other than 
subsection 13.2(3) [know your client] and section 13.12 [restriction on 
lending to clients] do not apply to a mutual fund dealer if the registrant 
complies with the applicable regulations on mutual fund dealer in 
Qu‚bec.
PART 10 - SUSPENSION AND REVOCATION OF REGISTRATION - FIRMS
Division 1	When a Firm's Registration is Suspended 
10.1	Failure to Pay Fees 
(1)	In this section, "annual fees" means 
(a)	in Alberta, the fees required under section 2.1 of the Schedule - 
Fees in Alta. Reg. 115/95 - Securities Regulation,
(b)	in British Columbia, the annual fees required under section 22 of 
the Securities Regulation, B.C. Reg. 196/97,
(c)	in Manitoba, the fees required under paragraph 1.(2)(a) of the 
Manitoba Fee Regulation, M.R 491\88R,
(d)	in New Brunswick, the fees required under section 2.2 (c) of 
Local Rule 11-501 Fees,
(e)	in Newfoundland and Labrador, the fees required under section 
143 of the Securities Act,
(f)	in Nova Scotia, the fees required under Part XIV of the 
Regulations,
(g)	in Northwest Territories, the fees required under sections 1(c) 
and 1(e) of the Securities Fee regulations, R-066-2008;
(h)	in Nunavut, the fees required under section 1(a) of the Schedule 
to R-003-2003 to the Securities Fee regulation, R.R.N.W.T. 
1990, c.20, 
(i)	in Prince Edward Island, the fees required under section 175 of 
the Securities Act R.S.P.E.I., Cap. S-3.1,
(j)	in Qu‚bec, the fees required under section 271.5 of the Qu‚bec 
Securities Regulation, 
(k)	in Saskatchewan, the annual registration fees required to be paid 
by a registrant under section 176 of The Securities Regulations 
(Saskatchewan), and
(l)	in Yukon, the fees required under O.I.C. 2009\66, pursuant to 
section 168 of the Securities Act.
(2)	If a registered firm has not paid the annual fees by the 30th day after the 
date the annual fees were due, the registration of the firm is suspended 
until reinstated or revoked under securities legislation.
10.2	If IIROC Membership is Revoked or Suspended
If IIROC revokes or suspends a registered firm's membership, the firm's 
registration in the category of investment dealer is suspended until reinstated or 
revoked under securities legislation.
10.3	If MFDA Membership is Revoked or Suspended 
Except in Qu‚bec, if the MFDA revokes or suspends a registered firm's 
membership, the firm's registration in the category of mutual fund dealer is 
suspended until reinstated or revoked under securities legislation.
10.4	Activities not Permitted while a Firm's Registration is Suspended 
If a registered firm's registration in a category is suspended, the firm must not 
act as a dealer, an underwriter, an adviser, or an investment fund manager, as 
the case may be, under that category.
Division 2	Revoking a Firm's Registration
10.5	Revocation of a Suspended Registration - Firm
If a registration has been suspended under this Part and it has not been 
reinstated, the registration is revoked on the 2nd anniversary of the suspension.
10.6	Exception for Firms Involved in a Hearing 
Despite section 10.5, if a hearing concerning a suspended registrant is 
commenced under securities legislation or under the rules of an SRO, the 
registrant's registration remains suspended.
10.7	Application of Part 10 in Ontario
Other than section 10.4 [activities not permitted while a firm's registration is 
suspended], this Part does not apply in Ontario.
Note:  In Ontario, measures governing suspension in section 29 of the 
Securities Act (Ontario) are similar to those in Parts 6 and 10.
PART 11 - INTERNAL CONTROLS AND SYSTEMS
Division 1	Compliance 
11.1	Compliance System 
A registered firm must establish, maintain and apply policies and procedures 
that establish a system of controls and supervision sufficient to 
(a)	provide reasonable assurance that the firm and each individual 
acting on its behalf complies with securities legislation, and 
(b)	manage the risks associated with its business in accordance with 
prudent business practices. 
11.2	Designating an Ultimate Designated Person
(1)	A registered firm must designate an individual who is registered under 
securities legislation in the category of ultimate designated person to 
perform the functions described in section 5.1 [responsibilities of the 
ultimate designated person]. 
(2)	A registered firm must not designate an individual to act as the firm's 
ultimate designated person unless the 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).
(3)	If an individual who is registered as a registered firm's ultimate 
designated person ceases to meet any of the conditions listed in 
subsection (2), the registered firm must designate another individual to 
act as its ultimate designated person.
11.3	Designating a Chief Compliance Officer 
(1)	A registered firm must designate an individual who is registered under 
securities legislation in the category of chief compliance officer to 
perform the functions described in section 5.2 [responsibilities of the 
chief compliance officer]. 
(2)	A registered firm must not designate an individual to act as the firm's 
chief compliance officer unless the individual has satisfied the 
applicable conditions in Part 3 [registration requirements - individuals] 
and the individual is one of the following:
(a)	an officer or partner of the registered firm;
(b)	the sole proprietor of the registered firm.
(3)	If an individual who is registered as a registered firm's chief compliance 
officer ceases to meet any of the conditions listed in subsection (2), the 
registered firm must designate another individual to act as its chief 
compliance officer.
11.4	Providing Access to Board 
A registered firm must permit its ultimate designated person and its chief 
compliance officer to directly access the firm's board of directors, or 
individuals acting in a similar capacity for the firm, at such times as the 
ultimate designated person or the chief compliance officer may consider 
necessary or advisable in view of his or her responsibilities.
Division 2	Books and Records
11.5	General Requirements for Records
(1)	A registered firm must maintain records to 
(a)	accurately record its business activities, financial affairs, and 
client transactions, and 
(b)	demonstrate the extent of the firm's compliance with applicable 
requirements of securities legislation.
(2)	The records required under subsection (1) include, but are not limited to, 
records that do the following: 
(a)	permit timely creation and audit of financial statements and other 
financial information required to be filed or delivered to the 
securities regulatory authority;
(b)	permit determination of the registered firm's capital position;
(c)	demonstrate compliance with the registered firm's capital and 
insurance requirements;
(d)	demonstrate compliance with internal control procedures;
(e)	demonstrate compliance with the firm's policies and procedures;
(f)	permit the identification and segregation of client cash, 
securities, and other property;
(g)	identify all transactions conducted on behalf of the registered 
firm and each of its clients, including the parties to the 
transaction and the terms of the purchase or sale;
(h)	provide an audit trail for 
(i)	client instructions and orders, and
(ii)	each trade transmitted or executed for a client or by the 
registered firm on its own behalf;
(i)	permit the generation of account activity reports for clients;
(j)	provide securities pricing as may be required by securities 
legislation;
(k)	document the opening of client accounts, including any 
agreements with clients; 
(l)	demonstrate compliance with sections 13.2 [know your client]  
and 13.3 [suitability]; 
(m)	demonstrate compliance with complaint-handling requirements;
(n)	document correspondence with clients;
(o)	document compliance and supervision actions taken by the firm.
11.6	Form, Accessibility and Retention of Records 
(1)	A registered firm must keep a record that it is required to keep under 
securities legislation
(a)	for 7 years from the date the record is created,
(b)	in a safe location and in a durable form, and
(c)	in a manner that permits it to be provided to the regulator or the 
securities regulatory authority in a reasonable period of time.
(2)	A record required to be provided to the regulator or the securities 
regulatory authority must be provided in a format that is capable of 
being read by the regulator or the securities regulatory authority.
(3)	Paragraph (1)(c) does not apply in Ontario.
Note:  In Ontario, how quickly a registered firm is required to provide 
information to the regulator is addressed in subsection 19(3) of the Securities 
Act (Ontario).
Division 3	Certain Business Transactions 
11.7	Tied Settling of Securities Transactions 
A registered firm must not require a person or company to settle that person's 
or company's transaction with the registered firm through that person's or 
company's account at a Canadian financial institution as a condition, or on 
terms that would appear to a reasonable person to be a condition, of supplying 
a product or service, unless this method of settlement would be, to a reasonable 
person, necessary to provide the specific product or service that the person or 
company has requested.
11.8	Tied Selling 
A dealer, adviser or investment fund manager must not require another person 
or company
(a)	to buy, sell or hold a security as a condition, or on terms that 
would appear to a reasonable person to be a condition, of 
supplying or continuing to supply a product or service, or
(b)	to buy, sell or use a product or service as a condition, or on terms 
that would appear to a reasonable person to be a condition, of 
buying or selling a security.


11.9	Registrant Acquiring a Registered Firm's Securities or Assets 
(1)	A registrant must give the regulator written notice in accordance with 
subsection (2) if it proposes to acquire any of the following:
(a)	beneficial ownership of, or direct or indirect control or direction 
over, a security of a registered firm;
(b)	beneficial ownership of, or direct or indirect control or direction 
over, a security of a person or company of which a registered 
firm is a subsidiary;
(c)	all or a substantial part of the assets of a registered firm.
(2)	The notice required under subsection (1) must be delivered to the 
regulator at least 30 days before the proposed acquisition and must 
include all relevant facts regarding the acquisition sufficient to enable 
the regulator to determine if the acquisition is
(a)	likely to give rise to a conflict of interest,
(b)	likely to hinder the registered firm in complying with securities 
legislation,
(c)	inconsistent with an adequate level of investor protection, or
(d)	otherwise prejudicial to the public interest.
(3)	Subsection (1) does not apply to the following:
(a)	a proposed acquisition in connection with an amalgamation, 
merger, arrangement, reorganization or treasury issue if the 
beneficial ownership of, or direct or indirect control or direction 
over, the person or company whose security is to be acquired 
will not change;
(b)	a registrant who, alone or in combination with any other person 
or company, proposes to acquire securities that, together with the 
securities already beneficially owned, or over which direct or 
indirect control or direction is already exercised, do not exceed 
more than 10% of any class or series of securities that are listed 
and posted for trading on an exchange.
(4)	Except in Ontario and British Columbia, if, within 30 days of the 
regulator's receipt of a notice under subsection (1), the regulator notifies 
the registrant making the acquisition that the regulator objects to the 
acquisition, the acquisition must not occur until the regulator approves 
it.
(5)	In Ontario, if, within 30 days of the regulator's receipt of a notice under 
subsection (1)(a) or (c), the regulator notifies the registrant making the 
acquisition that the regulator objects to the acquisition, the acquisition 
must not occur until the regulator approves it.
(6)	Following receipt of a notice of objection under subsection (4) or (5), the 
person or company who submitted the notice to the regulator may 
request an opportunity to be heard on the matter. 
11.10	Registered Firm whose Securities are Acquired
(1)	A registered firm must give the regulator written notice in accordance 
with subsection (2) if it knows or has reason to believe that any person 
or company, alone or in combination with any other person or company, 
is about to acquire, or has acquired, beneficial ownership of, or direct or 
indirect control or direction over, 10% or more of any class or series of 
voting securities of any of the following:
(a)	the registered firm;
(b)	a person or company of which the registered firm is a subsidiary.
(2)	The notice required under subsection (1) must, 
(a)	be delivered to the regulator as soon as possible, 
(b)	include the name of each person or company involved in the 
acquisition, and 
(c)	after the registered firm has applied reasonable efforts to gather 
all relevant facts, include facts regarding the acquisition 
sufficient to enable the regulator to determine if the acquisition is
(i)	likely to give rise to a conflict of interest,
(ii)	likely to hinder the registered firm in complying with 
securities legislation,
(iii)	inconsistent with an adequate level of investor 
protection, or
(iv)	otherwise prejudicial to the public interest.
(3)	This section does not apply to an amalgamation, merger, arrangement, 
reorganization or treasury issue in which the beneficial ownership of a 
registered firm does not change.
(4)	This section does not apply if notice of the transaction was provided 
under section 11.9 [registrant acquiring a registered firm's securities or 
assets].
(5)	Except in British Columbia and Ontario, if, within 30 days of the 
regulator's receipt of a notice under subsection (1), the regulator notifies 
the person or company making the acquisition that the regulator objects 
to the acquisition, the acquisition must not occur until the regulator 
approves it.
(6)	In Ontario, if, within 30 days of the regulator's receipt of a notice under 
subsection (1)(a), the regulator notifies the person or company making 
the acquisition that the regulator objects to the acquisition, the 
acquisition must not occur until the regulator approves it.
(7)	Following receipt of a notice of objection under subsection (5) or (6), the 
person or company proposing to make the acquisition may request an 
opportunity to be heard on the matter.
PART 12 - FINANCIAL CONDITION 
Division 1	Working Capital 
12.1	Capital Requirements 
(1)	If, at any time, the excess working capital of a registered firm, as 
calculated using Form 31-103F1 Calculation of Excess Working Capital, 
is less than zero, the registered firm must notify the regulator as soon as 
possible.
(2)	A registered firm must ensure that its excess working capital, as 
calculated using Form 31-103F1 Calculation of Excess Working Capital, 
is not less than zero for 2 consecutive days. 
(3)	For the purpose of completing Form 31-103F1 Calculation of Excess 
Working Capital, the minimum capital is
(a)	$25,000, for a registered adviser that is not also a registered 
dealer or a registered investment fund manager,
(b)	$50,000, for a registered dealer that is not also a registered 
investment fund manager, and
(c)	$100,000, for a registered investment fund manager.
(4)	Paragraph (3)(c) does not apply to a registered investment fund manager 
that is exempt from the dealer registration requirement under section 8.6 
[adviser - non-prospectus qualified investment fund] in respect of all 
investment funds for which it acts as adviser.


12.2	Notifying the Regulator of a Subordination Agreement
If a registered firm has executed a subordination agreement, the effect of which 
is to exclude an amount from its long-term related party debt as calculated on 
Form 31-103F1 Calculation of Excess Working Capital, the firm must notify 
the regulator 5 days before it
(a)	repays the loan or any part of the loan, or
(b)	terminates the agreement.
Division 2	Insurance
12.3	Insurance - Dealer 
(1)	A registered dealer must maintain bonding or insurance
(a)	that contains the clauses set out in Appendix A [bonding and 
insurance clauses], and
(b)	that provides for a double aggregate limit or a full reinstatement 
of coverage.
(2)	A registered dealer must maintain bonding or insurance in respect of 
each clause set out in Appendix A and in the highest of the following 
amounts for each clause: 
(a)	$50,000 per employee, agent and dealing representative or 
$200,000, whichever is 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.
(3)	In Qu‚bec, this section does not apply to a scholarship plan dealer or a 
mutual fund dealer registered only in Qu‚bec.
12.4	Insurance - Adviser 
(1)	A registered adviser must maintain bonding or insurance 
(a)	that contains the clauses set out in Appendix A [bonding and 
insurance clauses], and
(b)	that provides for a double aggregate limit or a full reinstatement 
of coverage.
(2)	A registered adviser that does not hold or have access to client assets 
must maintain bonding or insurance in respect of each clause set out in 
Appendix A and in the amount of $50,000 for each clause.
(3)	A registered adviser that holds or has access to client assets must 
maintain bonding or insurance in respect of each clause set out in 
Appendix A and in the highest of the following amounts for each clause:
(a)	one per cent of assets under management that the adviser holds 
or has access to, as calculated using the adviser's most recent 
financial records, or $25,000,000, whichever is 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.
12.5	Insurance - Investment Fund Manager
(1)	A registered investment fund manager must maintain bonding or 
insurance 
(a)	that contains the clauses set out in Appendix A [bonding and 
insurance clauses], and
(b)	that provides for a double aggregate limit or a full reinstatement 
of coverage.
(2)	A registered investment fund manager must maintain bonding or 
insurance in respect of each clause set out in Appendix A and in the 
highest of the following amounts for each clause: 
(a)	one per cent of assets under management, as calculated using the 
investment fund manager's most recent financial records, or 
$25,000,000, whichever is 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.
12.6	Global Bonding or Insurance 
A registered firm may not maintain bonding or insurance under this Division 
that benefits, or names as an insured, another person or company unless the 
bond provides, without regard to the claims, experience or any other factor 
referable to that other person or company, the following:
(a)	the registered firm has the right to claim directly against the 
insurer in respect of losses, and any payment or satisfaction of 
those losses must be made directly to the registered firm;
(b)	the individual or aggregate limits under the policy may only be 
affected by claims made by or on behalf of
(i)	the registered firm, or
(ii)	a subsidiary of the registered firm whose 
financial results are consolidated with those of 
the registered firm.
12.7	Notifying the Regulator of a Change, Claim or Cancellation
A registered firm must, as soon as possible, notify the regulator in writing of 
any change in, claim made under, or cancellation of any insurance policy 
required under this Division.
Division 3	Audits 
12.8	Direction by a Regulator to Conduct an Audit or Review
A registered firm must direct its auditor in writing to conduct any audit or 
review required by the regulator during its registration and must submit a copy 
of the direction to the regulator
(a)	with its application for registration, and
(b)	no later than the 7th day after the registered firm changes its 
auditor.


12.9	Co-operating with the Auditor 
A registrant must not withhold, destroy or conceal any information or 
documents or otherwise fail to cooperate with a reasonable request made by an 
auditor of the registered firm in the course of an audit.
Division 4	Financial Reporting 
12.10	Annual Financial Statements
(1)	The annual financial statements delivered to the regulator under this 
Division must include the following:
(a)	an income statement, a statement of retained earnings and a cash 
flow statement, each prepared for the most recently completed 
financial year and the financial year immediately preceding the 
most recently completed financial year, if any;
(b)	a balance sheet, signed by at least one director of the registered 
firm, as at the end of the most recently completed financial year 
and the financial year immediately preceding the most recently 
completed financial year, if any;
(c)	notes to the financial statements.
(2)	The annual financial statements delivered to the regulator under this 
Division must be audited.
(3)	The annual financial statements delivered to the regulator under this 
Division must be prepared in accordance with National Instrument 52-
107 Acceptable Accounting Principles, Auditing Standards and 
Reporting Currency, except that the statements must be prepared on a 
non-consolidated basis.
12.11	Interim Financial Information
(1)	The interim financial information delivered to the regulator under this 
Division may be limited to the following:
(a)	an income statement for the interim period and for the same 
period of the immediately preceding financial year, if any;
(b)	a balance sheet, signed by at least one director of the registered 
firm, as at the end of the interim period and for the same period 
of the immediately preceding financial year, if any.
(2)	The interim financial information delivered to the regulator under this 
Division must be prepared using the same accounting principles that the 
registered firm uses to prepare its annual financial statements. 
12.12	Delivering Financial Information - Dealer 
(1)	A registered dealer must deliver the following to the regulator no later 
than the 90th day after the end of its financial year:
(a)	its annual financial statements for the financial year;
(b)	a completed Form 31-103F1 Calculation of Excess Working 
Capital, showing the calculation of the dealer's excess working 
capital as at the end of the financial year and as at the end of the 
immediately preceding financial year, if any.
(2)	A registered dealer must deliver the following to the regulator no later 
than the 30th day after the end of the first, second and third quarter of its 
financial year:
(a)	its interim financial information for the quarter;
(b)	a completed Form 31-103F1 Calculation of Excess Working 
Capital, showing the calculation of the dealer's excess working 
capital as at the end of the quarter and as at the end of the 
immediately preceding quarter, if any.
(3)	Subsection (2) does not apply to an exempt market dealer.
12.13	Delivering Financial Information - Adviser 
A registered adviser must deliver the following to the regulator no later than 
the 90th day after the end of its financial year:
(a)	its annual financial statements for the financial year;
(b)	a completed Form 31-103F1 Calculation of Excess Working 
Capital, showing the calculation of the adviser's excess working 
capital as at the end of the financial year and as at the end of the 
immediately preceding financial year, if any.
12.14	Delivering Financial Information - Investment Fund Manager
(1)	A registered investment fund manager must deliver the following to the 
regulator no later than the 90th day after the end of its financial year:
(a)	its annual financial statements for the financial year;
(b)	a completed Form 31-103F1 Calculation of Excess Working 
Capital, showing the calculation of the investment fund 
manager's excess working capital as at the end of the financial 
year and as at the end of the immediately preceding financial 
year, if any;
(c)	a description of any net asset value adjustment made in respect 
of an investment fund managed by the investment fund manager 
during the financial year.
(2)	A registered investment fund manager must deliver the following to the 
regulator no later than the 30th day after the end of the first, second and 
third quarter of its financial year:
(a)	its interim financial information for the quarter;
(b)	a completed Form 31-103F1 Calculation of Excess Working 
Capital, showing the calculation of the investment fund 
manager's excess working capital as at the end of the quarter and 
as at the end of the immediately preceding quarter, if any;
(c)	a description of any net asset value adjustment made in respect 
of an investment fund managed by the investment fund manager 
during the quarter.
(3)	A description of a net asset value adjustment referred to in this section 
must include the following:
(a)	the name of the fund;
(b)	assets under administration of the fund; 
(c)	the cause of the adjustment;
(d)	the dollar amount of the adjustment;
(e)	the effect of the adjustment on net asset value per unit or share 
and any corrections made to purchase and sale transactions 
affecting either the investment fund or security holders of the 
investment fund.
PART 13 - DEALING WITH CLIENTS - INDIVIDUALS AND FIRMS 
Division 1	Know your Client and Suitability 
13.1	Investment Fund Managers Exempt from this Division
This Division does not apply to an investment fund manager.
13.2	Know your Client 
(1)	For the purpose of paragraph 2(b) in Ontario, Nova Scotia and New 
Brunswick, "insider" has the meaning ascribed to that term in the 
Securities Act except that "reporting issuer", as it appears in the 
definition of "insider", is to be read as "reporting issuer or any other 
issuer whose securities are publicly traded".
(2)	A registrant must take reasonable steps to
(a)	establish the identity of a client and, if the registrant has cause 
for concern, make reasonable inquiries as to the reputation of the 
client,
(b)	establish whether the client is an insider of a reporting issuer or 
any other issuer whose securities are publicly traded,
(c)	ensure that it has sufficient information regarding all of the 
following to enable it to meet its obligations under section 13.3 
or, if applicable, the suitability requirement imposed by an SRO: 
(i)	the client's investment needs and objectives;
(ii)	the client's financial circumstances;
(iii)	the client's risk tolerance, and
(d)	establish the creditworthiness of the client if the registered firm 
is financing the client's acquisition of a security.
(3)	For the purpose of establishing the identity of a client that is a 
corporation, partnership or trust under paragraph (2)(a), the registrant 
must establish the following:
(a)	the nature of the client's business;
(b)	the identity of any individual who,
(i)	in the case of a corporation, is a beneficial owner of, or 
exercises direct or indirect control or direction over, 
more than 10% of the voting rights attached to the 
outstanding voting securities of the corporation, or
(ii)	in the case of a partnership or trust, exercises control 
over the affairs of the partnership or trust.
(4)	A registrant must take reasonable steps to keep the information required 
under this section current.
(5)	This section does not apply if the client is a registered firm, a Canadian 
financial institution or a Schedule III bank.
(6)	Paragraph (2)(c) does not apply to a registrant in respect of a permitted 
client if 
(a)	the permitted client has waived, in writing, the requirements 
under subsections 13.3(1) and (2), and
(b)	the registrant does not act as an adviser in respect of a managed 
account of the permitted client.
13.3	Suitability
(1)	A registrant must take reasonable steps to ensure that, before it makes a 
recommendation to or accepts an instruction from a client to buy or sell 
a security, or makes a purchase or sale of a security for a client's 
managed account, the purchase or sale is suitable for the client.
(2)	If a client instructs a registrant to buy, sell or hold a security and in the 
registrant's reasonable opinion following the instruction would not be 
suitable for the client, the registrant must inform the client of the 
registrant's opinion and must not buy or sell the security unless the 
client instructs the registrant to proceed nonetheless.
(3)	This section does not apply if the client is a registered firm, a Canadian 
financial institution or a Schedule III bank.
(4)	This section does not apply to a registrant in respect of a permitted client 
if
(a)	the permitted client has waived, in writing, the requirements 
under this section, and
(b)	the registrant does not act as an adviser in respect of a managed 
account of the permitted client.
Division 2	Conflicts of Interest
13.4	Identifying and Responding to Conflicts of Interest 
(1)	A registered firm must take reasonable steps to identify existing material 
conflicts of interest, and material conflicts of interest that the registered 
firm in its reasonable opinion would expect to arise, between the firm, 
including each individual acting on the firm's behalf, and a client.
(2)	A registered firm must respond to an existing or potential conflict of 
interest identified under subsection (1).
(3)	If a reasonable investor would expect to be informed of a conflict of 
interest identified under subsection (1), the registered firm must disclose, 
in a timely manner, the nature and extent of the conflict of interest to the 
client whose interest conflicts with the interest identified.
(4)	This section does not apply to an investment fund manager in respect of 
an investment fund that is subject to National Instrument 81-107 
Independent Review Committee for Investment Funds.


13.5	Restrictions on Certain Managed Account Transactions 
(1)	In this section, "responsible person" means, for a registered adviser,
(a)	the adviser, 
(b)	a partner, director or officer of the adviser, and
(c)	each of the following who has access to, or participates in 
formulating, an investment decision made on behalf of a client of 
the adviser or advice to be given to a client of the adviser:
(i)	an employee or agent of the adviser;
(ii)	an affiliate of the adviser; 
(iii)	a partner, director, officer, employee or agent of an 
affiliate of the adviser.
(2)	A registered adviser must not knowingly cause an investment portfolio 
managed by it, including an investment fund for which it acts as an 
adviser, to do any of the following:
(a)	purchase a security of an issuer in which a responsible person or 
an associate of a responsible person is a partner, officer or 
director unless 
(i)	this fact is disclosed to the client, and 
(ii)	the written consent of the client to the purchase is 
obtained before the purchase;
(b)	purchase or sell a security from or to the investment portfolio of 
any of the following:
(i)	a responsible person; 
(ii)	an associate of a responsible person; 
(iii)	an investment fund for which a responsible person acts 
as an adviser; 
(c)	provide a guarantee or loan to a responsible person or an 
associate of a responsible person. 


13.6	Disclosure when Recommending Related or Connected Securities
A registered firm must not make a recommendation in any medium of 
communication to buy, sell or hold a security issued by the registered firm, a 
security of a related issuer or, during the security's distribution, a security of a 
connected issuer of the registered firm, unless any of the following apply:
(a)	the firm discloses, in the same medium of communication, the 
nature and extent of the relationship or connection between the 
firm and the issuer;
(b)	the recommendation is in respect of a security of a mutual fund, 
a scholarship plan, an educational plan or an educational trust 
that is an affiliate of the registered firm and the names of the 
registered firm and the fund, plan or trust, as the case may be, are 
sufficiently similar to indicate that they are affiliated.
Division 3	Referral Arrangements
13.7	Definitions - Referral Arrangements
In this Division
"client" includes a prospective client;
"referral arrangement" means any arrangement in which a registrant agrees to 
pay or receive a referral fee; 
"referral fee" means any form of compensation, direct or indirect, paid for the 
referral of a client to or from a registrant.
13.8	Permitted Referral Arrangements
A registrant must not participate in a referral arrangement unless, 
(a)	before a client is referred by or to the registrant, the terms of the 
referral arrangement are set out in a written agreement between 
(i)	the registrant,
(ii)	the person or company making or receiving the referral, 
and
(iii)	if the registrant is a registered individual, the registered 
firm on whose behalf the registered individual acts,
(b)	the registrant or, if the registrant acts on behalf of a registered 
firm,  the registered firm, records all referral fees on its records, 
and
(c)	the registrant ensures that the information prescribed by 
subsection 13.10(1) [disclosing referral arrangements to clients] 
is provided to the client in writing before the earlier of the 
opening of the client's account or any services are provided to 
the client by the person or company receiving the referral.
13.9	Verifying the Qualifications of the Person or Company Receiving the 
Referral
A registrant that refers a client to another person or company must take 
reasonable steps to satisfy himself, herself or itself that the person or company 
has the appropriate qualifications to provide the services, and if applicable, is 
registered to provide those services.
13.10	Disclosing Referral Arrangements to Clients
(1)	The written disclosure of the referral arrangement required by subsection 
13.8(c) [permitted referral arrangements] must include the following:
(a)	the name of each party to the referral 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;
(d)	the method of calculating the referral fee and, to the extent 
possible, the amount of the fee;
(e)	the category of registration of each registrant that is a party to the 
agreement with a description of the activities that the registrant is 
authorized to engage in under that category and, giving 
consideration to the nature of the referral, the activities that the 
registrant is not permitted to engage in; 
(f)	if a referral is made to a registrant, a statement that all activity 
requiring registration resulting from the referral arrangement will 
be provided by the registrant receiving the referral; 
(g)	any other information that a reasonable client would consider 
important in evaluating the referral arrangement.
(2)	If there is a change to the information set out in subsection (1), the 
registrant must ensure that written disclosure of that change is provided 
to each client affected by the change as soon as possible and no later 
than the 30th day before the date on which a referral fee is next paid or 
received.
13.11	Referral Arrangements before this Instrument came into Force
(1)	This Division applies to a referral arrangement entered into before this 
Instrument came into force if a referral fee is paid under the referral 
arrangement after this Instrument comes into force.
(2)	Subsection (1) does not apply until 6 months after this Instrument comes 
into force.
Division 4	Loans and Margin
13.12	Restriction on Lending to Clients
A registrant must not lend money, extend credit or provide margin to a client.
13.13	Disclosure when Recommending the use of Borrowed Money
(1)	If a registrant recommends that a client should use borrowed money to 
finance any part of a purchase of a security, the registrant must, before 
the purchase, provide the client with a written statement that is 
substantially similar to the following:
"Using borrowed money to finance the purchase of securities involves 
greater risk than a purchase using cash resources only. If you borrow 
money to purchase securities, your responsibility to repay the loan and 
pay interest as required by its terms remains the same even if the value 
of the securities purchased declines."
(2)	Subsection (1) does not apply if
(a)	the registrant has provided the client with the statement 
described under subsection (1) no earlier than the 180th day 
before the date of the proposed purchase,
(b)	the proposed purchase is on margin and the client's margin 
account is maintained at a registered firm that is a member of 
IIROC or the MFDA, or
(c)	the client is a permitted client.
Division 5	Complaints 
13.14	Application of this Division
(1)	This Division does not apply to an investment fund manager.
(2)	A registered firm in Qu‚bec is deemed to comply with this Division if it 
complies with sections 168.1.1 to 168.1.3 of the Securities Act (Qu‚bec).


13.15	Handling Complaints
A registered firm must document and, in a manner that a reasonable investor 
would consider fair and effective, respond to each complaint made to the 
registered firm about any product or service offered by the firm or a 
representative of the firm.
13.16	Dispute Resolution Service
(1)	A registered firm must ensure that independent dispute resolution or 
mediation services are made available, at the firm's expense, to a client 
to resolve a complaint made by the client about any trading or advising 
activity of the firm or one of its representatives.
(2)	If a person or company makes a complaint to a registered firm about any 
trading or advising activity of the firm or one of its representatives, the 
registered firm must as soon as possible inform the person or company 
of how to contact and use the dispute resolution or mediation services 
which are provided to the firm's clients.
PART 14 - HANDLING CLIENT ACCOUNTS - FIRMS 
Division 1	Exemption for Investment Fund Managers
14.1	Investment Fund Managers Exempt from Part 14
Other than section 14.6 [holding client assets in trust], this Part does not apply 
to an investment fund manager.
Division 2	Disclosure to clients
14.2	Relationship Disclosure Information
(1)	A registered firm must deliver to a client all information that a 
reasonable investor would consider important about the client's 
relationship with the registrant.
(2)	The information required to be delivered under subsection (1) includes 
all of the following:
(a)	a description of the nature or type of the client's account;
(b)	a discussion that identifies the products or services the registered 
firm offers to a client;
(c)	a description of the types of risks that a client should consider 
when making an investment decision;
(d)	a description of the risks to a client of using borrowed money to 
finance a purchase of a security;
(e)	a description of the conflicts of interest that the registered firm is 
required to disclose to a client under securities legislation;
(f)	disclosure of all costs to a client for the operation of an account;
(g)	a description of the costs a client will pay in making, holding and 
selling investments;
(h)	a description of the compensation paid to the registered firm in 
relation to the different types of products that a client may 
purchase through the registered firm;
(i)	a description of the content and frequency of reporting for each 
account or portfolio of a client;
(j)	disclosure that independent dispute resolution or mediation 
services are available to a client, at 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;
(l)	the information a registered firm must collect about the client 
under section 13.2 [know your client].
(3)	A registered firm must deliver to a client the information in subsection 
(1) before the firm first
(a)	purchases or sells a security for the client, or
(b)	advises the client to purchase, sell or hold a security.
(4)	If there is a significant change to the information delivered to a client 
under subsection (1), the registered firm must take reasonable steps to 
notify the client of the change in a timely manner and, if possible, before 
the firm next
(a)	purchases or sells a security for the client, or
(b)	advises the client to purchase, sell or hold a security. 
(5)	This section does not apply if the client is a registered firm, a Canadian 
financial institution or a Schedule III bank.
(6)	This section does not apply to a registrant in respect of a permitted client 
if 
(a)	the permitted client has waived, in writing, the requirements 
under this section, and
(b)	the registrant does not act as an adviser in respect of a managed 
account of the permitted client.
14.3	Disclosure to Clients about the Fair Allocation of Investment 
Opportunities 
A registered adviser must deliver to a client a summary of the policies required 
under section 11.1 [compliance system] that provide reasonable assurance that 
the firm and each individual acting on its behalf complies with section 14.10 
[allocating investment opportunities fairly] and that summary must be 
delivered
(a)	when the adviser opens an account for the client, and
(b)	if there is a significant change to the summary last delivered to 
the client, in a timely manner and, if possible, before the firm 
next 
(i)	purchases or sells a security for the client, or
(ii)	advises the client to purchase, sell or hold a security.
14.4	When the Firm has a Relationship with a Financial Institution
(1)	If a registered firm opens a client account to trade in securities, in an 
office or branch of a Canadian financial institution or a Schedule III 
bank, the registered firm must give the client a written notice stating that 
it is a separate legal entity from the Canadian financial institution or 
Schedule III bank and, unless otherwise advised by the registrant, 
securities purchased from or through the registrant
(a)	are not insured by a government deposit insurer,
(b)	are not guaranteed by the Canadian financial institution or 
Schedule III bank, and
(c)	may fluctuate in value.
(2)	A registered firm that is subject to subsection (1) must receive a written 
confirmation from the client that the client has read and understood the 
notice before the registered firm
(a)	purchases or sells a security for the client, or
(b)	advises the client to purchase, sell or hold a security.
(3)	This section does not apply to a registered firm if the client is a 
permitted client.
14.5	Notice to Clients by Non-Resident Registrants
A registered firm whose head office is not located in the local jurisdiction must 
provide its clients in the local jurisdiction with a statement in writing disclosing 
the following:
(a)	the non-resident status of the registrant; 
(b)	the registrant's jurisdiction of residence; 
(c)	the name and address of the agent for service of process of the 
registrant in the local jurisdiction;
(d)	the nature of risks to clients that legal rights may not be 
enforceable in the local jurisdiction.
Division 3	Client assets
14.6	Holding Client Assets in Trust
A registered firm that holds client assets must hold the assets 
(a)	separate and apart from its own property,
(b)	in trust for the client, and
(c)	in the case of cash, in a designated trust account at a Canadian 
financial institution, a Schedule III bank, or a member of IIROC.
14.7	Holding Client Assets - Non-Resident Registrants 
(1)	A registered firm whose head office is not located in a jurisdiction of 
Canada must ensure that all client assets are held
(a)	in the client's name, 
(b)	on behalf of the client by a custodian or sub-custodian that
(i)	meets the guidelines prescribed for acting as a sub-
custodian of the portfolio securities of a mutual fund in 
Part 6 of National Instrument 81-102 Mutual Funds, 
and
(ii)	is subject to the Bank for International Settlements' 
framework for international convergence of capital 
measurement and capital standards, or 
(c)	on behalf of the client by a registered dealer that is a member of 
an SRO and that is a member of Canadian Investor Protection 
Fund or other comparable compensation fund or contingency 
trust fund.
(2)	Section 14.6 [holding client assets in trust] does not apply to a registered 
firm that is subject to subsection (1).
14.8	Securities Subject to a Safekeeping Agreement
A registered firm that holds unencumbered securities for a client under a 
written safekeeping agreement must
(a)	segregate the securities from all other securities,
(b)	identify the securities as being held in safekeeping for the client 
in
(i)	the registrant's security position record, 
(ii)	the client's ledger, and 
(iii)	the client's statement of account, and
(c)	release the securities only on an instruction from the client.
14.9	Securities Not Subject to a Safekeeping Agreement
(1)	A registered firm that holds unencumbered securities for a client other 
than under a written safekeeping agreement must
(a)	segregate and identify the securities as being held in trust for the 
client, and
(b)	describe the securities as being held in segregation on 
(i)	the registrant's security position record, 
(ii)	the client's ledger, and 
(iii)	the client's statement of account.
(2)	Securities described in subsection (1) may be segregated in bulk.
Division 4	Client Accounts
14.10	Allocating Investment Opportunities Fairly
A registered adviser must ensure fairness in allocating investment opportunities 
among its clients.
14.11	Selling or Assigning Client Accounts
If a registered firm proposes to sell or assign a client's account in whole or in 
part to another registrant, the registered firm must, prior to the sale or 
assignment, give a written explanation of the proposal to the client and inform 
the client of the client's right to close the client's account.
Division 5	Account activity reporting
14.12	Content and Delivery of Trade Confirmation
(1)	Subject to subsection (2), 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:
(a)	the quantity and description of the security purchased or sold; 
(b)	the price per security paid or received by the client;
(c)	the commission, sales charge, service charge and any other 
amount charged in respect of the transaction;
(d)	whether the registered dealer acted as principal or agent;
(e)	the date and the name of the marketplace, if any, on which the 
transaction took place, or if applicable, a statement that the 
transaction took place on more than one marketplace or over 
more than one day;
(f)	the name of the dealing representative, if any, in the transaction; 
(g)	the settlement date of the transaction;
(h)	if applicable, that the security is a security of the registrant, a 
security of a related issuer of the registrant or, if the transaction 
occurred during the security's distribution, a security of a 
connected issuer of the registered dealer.
(2)	If a transaction under subsection (1) involved more than one transaction 
or if the transaction took place on more than one marketplace the 
information referred to in subsection (1) may be set out in the aggregate 
if the confirmation also contains a statement that additional details 
concerning the transaction will be provided to the client upon request 
and without additional charge.
(3)	Paragraph (1)(h) does not apply if the security is a security of a mutual 
fund that is an affiliate of the registered dealer and the names of the 
dealer and the fund are sufficiently similar to indicate that they are 
affiliated.
(4)	For the purpose of paragraph (1)(f), a dealing representative may be 
identified by means of a code or symbol if the confirmation also 
contains a statement that the name of the dealing representative will be 
provided to the client on request of the client.
14.13	Semi-Annual Confirmations for Certain Automatic Plans
The requirement under section 14.12 [content and delivery of trade 
confirmation] to deliver a confirmation promptly does not apply to a registered 
dealer in respect of a transaction if all of the following apply:
(a)	the client gave the dealer prior written notice that the transaction 
is made pursuant to the client's participation in an automatic 
payment plan, including a dividend reinvestment plan, or an 
automatic withdrawal plan in which a transaction is made at least 
monthly;
(b)	the registered dealer delivered a confirmation as required under 
section 14.12 [content and delivery of trade confirmation] for the 
first transaction made under the plan after receiving the notice 
referred to in paragraph (a);
(c)	the transaction is in a security of a mutual fund, scholarship plan, 
educational plan or educational trust;
(d)	the registered dealer delivers the information required under 
section 14.12 [content and delivery of trade confirmation] for the 
transaction semi-annually to the client or, if the client consents, 
to a registered adviser acting for the client.
14.14	Client Statements 
(1)	A registered dealer must deliver a statement to a client at least once 
every 3 months.
(2)	Despite subsection (1), a registered dealer, other than a mutual fund 
dealer, must deliver a statement to a client at the end of a month if any of 
the following apply:
(a)	the client has requested receiving statements on a monthly basis;
(b)	during the month, a transaction was effected in the account other 
than a transaction made under an automatic withdrawal plan or 
an automatic payment plan, including a dividend reinvestment 
plan.
(3)	Except if the client has otherwise directed, a registered adviser must 
deliver a statement to a client at least once every 3 months.
(4)	A statement delivered under subsection (1), (2) or (3) must include all of 
the following information for each transaction made for the client during 
the period covered by the statement:
(a)	the date of the transaction;
(b)	whether the transaction was a purchase, sale or transfer;
(c)	the name of the security purchased or sold; 
(d)	the number of securities purchased or sold;
(e)	the price per security paid or received by the client;
(f)	the total value of the transaction.
(5)	A statement delivered under subsection (1), (2) or (3) must include all of 
the following information about the client's account as at the end of the 
period for which the statement is made:
(a)	the name and quantity of each security in the account;
(b)	the market value of each security in the account; 
(c)	the total market value of each security position in the account;
(d)	any cash balance in the account;
(e)	the total market value of all cash and securities in the account.
(6)	Subsections (1) and (2) do not apply to a scholarship plan dealer if the 
dealer delivers to the client a statement at least once every 12 months 
that provides the information in subsections (4) and (5).
PART 15 - GRANTING AN EXEMPTION 
15.1	Who can Grant an Exemption
(1)	The regulator or the securities regulatory authority may grant an 
exemption from this Instrument, in whole or in part, subject to such 
conditions or restrictions as may be imposed in the exemption.
(2)	Despite subsection (1), in Ontario only the regulator may grant such an 
exemption.
(3)	Except in Ontario, an exemption referred to in subsection (1) is granted 
under the statute referred to in Appendix B of National Instrument 14-
101 Definitions opposite the name of the local jurisdiction.
PART 16 - TRANSITION 
16.1	Change of Registration Categories - Individuals
On the day this Instrument comes into force, an individual registered in a 
category referred to in
(a)	column 1 of Appendix C [new category names - individuals], 
opposite the name of the local jurisdiction, is registered as a 
dealing representative,
(b)	column 2 of Appendix C [new category names - individuals], 
opposite the name of the local jurisdiction, is registered as an 
advising representative, and
(c)	column 3 of Appendix C [new category names - individuals], 
opposite the name of the local jurisdiction, is registered as an 
associate advising representative.
16.2	Change of Registration Categories - Firms
On the day this Instrument comes into force, a person or company registered in 
a category referred to in
(a)	column 1 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as an investment 
dealer,
(b)	column 2 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as a mutual fund 
dealer,
(c)	column 3 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as a scholarship 
plan dealer,
(d)	column 4 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as a restricted 
dealer,
(e)	column 5 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as a portfolio 
manager, and
(f)	column 6 of Appendix D [new category names - firms], opposite 
the name of the local jurisdiction, is registered as a restricted 
portfolio manager.


16.3	Change of Registration Categories - Limited Market Dealers 
(1)	This section applies in Ontario and Newfoundland and Labrador.
(2)	On the day this Instrument comes into force, a person or company 
registered as a limited market dealer is registered as an exempt market 
dealer.
(3)	On the day this Instrument comes into force, an individual registered to 
trade on behalf of a limited market dealer is registered as a dealing 
representative of the dealer.
(4)	Sections 12.1 [capital requirements] and 12.2 [notifying the regulator of 
a subordination agreement] do not apply to a person or company 
registered as an exempt market dealer under subsection (2) until one 
year after this Instrument comes into force.
(5)	Sections 12.3 [insurance - dealer] and 12.7 [notifying the regulator of a 
change, claim or cancellation] do not apply to a person or company 
registered as an exempt market dealer under subsection (2) until 6 
months after this Instrument comes into force.
16.4	Registration for Investment Fund Managers Active when this Instrument 
comes into Force
(1)	The requirement to register as an investment fund manager does not 
apply to a person or company that is acting as an investment fund 
manager on the day this Instrument comes into force
(a)	until one year after this Instrument comes into force, or
(b)	if the person or company applies for registration as an investment 
fund manager within one year after this Instrument comes into 
force, until the regulator has accepted or refused the registration.
(2)	Subsection (1) is repealed one year after this Instrument comes into 
force.
(3)	Section 12.5 [insurance - investment fund manager] does not apply to a 
registered dealer or registered adviser that is acting as an investment 
fund manager on the day this Instrument comes into force.
(4)	Subsection (3) is repealed one year after this Instrument comes into 
force.


16.5	Temporary Exemption for Canadian Investment Fund Manager 
Registered in its Principal Jurisdiction
(1)	An investment fund manager is not required to register in the local 
jurisdiction if it is registered, or has applied for registration, in the 
jurisdiction of Canada in which its head office is located.
(2)	Subsection (1) is repealed 2 years after this Instrument comes into force.
16.6	Temporary Exemption for Foreign Investment Fund Managers
(1)	The investment fund manager registration requirement does not apply to 
a person or company that is acting as an investment fund manager if its 
head office is in not in a jurisdiction of Canada.
(2)	Subsection (1) is repealed 2 years after this Instrument comes into force.
16.7	Registration of Exempt Market Dealers
(1)	This section does not apply in Ontario and Newfoundland and Labrador.
(2)	In this section, "the exempt market" means those trading and 
underwriting activities listed in subparagraph  7.1(2)(d) [dealer 
categories]. 
(3)	The requirement to register as an exempt market dealer does not apply to 
a person or company that acts as a dealer in the exempt market on the 
day this Instrument comes into force 
(a)	until one year after this Instrument comes into force, or
(b)	if the person or company applies for registration as an exempt 
market dealer within one year after this Instrument comes into 
force, until the regulator has accepted or refused the registration.
(4)	The requirement to register as a dealing representative of an exempt 
market dealer does not apply to an individual who acts as a dealer in the 
exempt market on the day this Instrument comes into force 
(a)	until one year after this Instrument comes into force, or
(b)	if the individual applies to be registered as a dealing 
representative of an exempt market dealer within one year after 
this Instrument comes into force, until the regulator has accepted 
or refused the registration.


16.8	Registration of Ultimate Designated Persons
If a person or company is a registered firm on the day this Instrument comes 
into force, section 11.2 [designating an ultimate designated person] does not 
apply to the firm
(a)	until 3 months after this Instrument comes into force, or
(b)	if an individual applies to be registered as the ultimate designated 
person of the firm within 3 months after this Instrument comes 
into force, until the regulator has accepted or refused the 
registration.
16.9	Registration of Chief Compliance Officers
(1)	If a person or company is a registered firm on the date this Instrument 
comes into force, section 11.3 [designating a chief compliance officer] 
does not apply to the firm
(a)	until 3 months after this Instrument comes into force, or
(b)	if an individual applies to be registered as the chief compliance 
officer of the firm within 3 months after this Instrument comes 
into force, until the regulator has accepted or refused the 
registration.
(2)	If an individual applies to be registered as the chief compliance officer 
of a registered firm within 3 months after this Instrument comes into 
force and the individual was identified on the National Registration 
Database as the firm's compliance officer on the date this Instrument 
came into force, the following sections do not apply in respect of the 
individual so long as he or she remains registered as the firm's chief 
compliance officer: 
(a)	section 3.6 [mutual fund dealer - chief compliance officer], if the 
registered firm is a mutual fund dealer;
(b)	section 3.8 [scholarship plan dealer - chief compliance officer], 
if the registered firm is a scholarship plan dealer;
(c)	section 3.10 [exempt market dealer - chief compliance officer], if 
the registered firm is an exempt market dealer;
(d)	section 3.13 [portfolio manager - chief compliance officer], if 
the registered firm is a portfolio manager.
(3)	If an individual applies to be registered as the chief compliance officer 
of a registered firm within 3 months after this Instrument comes into 
force and the individual was not identified on the National Registration 
Database as the firm's compliance officer on the date this Instrument 
came into force, the following sections do not apply in respect of the 
individual until one year after this Instrument comes into force: 
(a)	section 3.6 [mutual fund dealer - chief compliance officer], if the 
registered firm is a mutual fund dealer;
(b)	section 3.8 [scholarship plan dealer - chief compliance officer], 
if the registered firm is a scholarship plan dealer;
(c)	section 3.10 [exempt market dealer - chief compliance officer], if 
the registered firm is an exempt market dealer;
(d)	section 3.13 [portfolio manager - chief compliance officer], if 
the registered firm is a portfolio manager.
(4)	In Ontario and Newfoundland and Labrador, despite paragraphs (2)(c) 
and (3)(c), if an individual applies to be registered as the chief 
compliance officer of an exempt market dealer within 3 months after this 
Instrument comes into force, section 3.10 [exempt market dealer - chief 
compliance officer] does not apply in respect of the individual until one 
year after this Instrument comes into force.
16.10	Proficiency for Dealing and Advising Representatives
(1)	Subject to subsections (2) and (3), if an individual is registered as a 
dealing or advising representative in a category referred to in a section 
of Division 2 of Part 3 [education and experience requirements] on the 
day this Instrument comes into force, that section does not apply to the 
individual so long as the individual remains registered in the category.
(2)	Section 3.7 [scholarship plan dealer - dealing representative] does not 
apply to an individual until one year after this Instrument comes into 
force if the individual is registered as a dealing representative of a 
scholarship plan dealer on the day this Instrument comes into force. 
(3)	In Ontario and Newfoundland and Labrador, section 3.9 [exempt market 
dealer - dealing representative] does not apply to an individual until one 
year after this Instrument comes into force if the individual is registered 
as a dealing representative of an exempt market dealer on the day this 
Instrument comes into force.
16.11	Capital Requirements
(1)	A person or company that is a registered firm on the day this Instrument 
comes into force is exempt from sections 12.1 [capital requirements] 
and 12.2 [notifying the regulator of a subordination agreement] if it 
complies with each provision listed in Appendix E [non-harmonized 
capital requirements] across from the name of the firm's principal 
jurisdiction.
(2)	Subsection (1) is repealed one year after this Instrument comes into 
force.
16.12	Continuation of Existing Discretionary Relief 
A person or company that was entitled to rely on an exemption, waiver or 
approval granted to it by a regulator or securities regulatory authority relating 
to a requirement under securities legislation or securities directions existing 
immediately before this Instrument came into force is exempt from any 
substantially similar provision of this Instrument to the same extent and on the 
same conditions, if any, as contained in the exemption, waiver or approval.
16.13	Insurance Requirements
(1)	A person or company that is a registered firm on the day this Instrument 
comes into force is exempt from sections 12.3 [insurance - dealer] to 
12.7 [notifying the regulator of a change, claim or cancellation] if it 
complies with each provision listed in Appendix F [non-harmonized 
insurance requirements] across from the name of the firm's principal 
jurisdiction.
(2)	In Qu‚bec, subsection (1), does not apply to a registered firm that is a 
mutual fund dealer or a scholarship plan dealer on the day this 
Instrument comes into force.
(3)	Subsections (1) and (2) are repealed 6 months after this Instrument 
comes into force.
16.14	Relationship Disclosure Information
(1)	Section 14.2 [relationship disclosure information] does not apply to a 
person or company that is a registrant on the day this Instrument comes 
into force.
(2)	Subsection (1) is repealed one year after this Instrument comes into 
force.
16.15	Referral Arrangements
(1)	Division 3 [referral arrangements] of Part 13 does not apply to a person 
or company that is a registrant on the day this Instrument comes into 
force.
(2)	Subsection (1) is repealed 6 months after this Instrument comes into 
force.
16.16	Complaint Handling
(1)	In each jurisdiction of Canada except Qu‚bec, section 13.16 [dispute 
resolution service] does not apply to a person or company that is a 
registered firm on the day this Instrument comes into force.
(2)	Subsection (1) is repealed 2 years after this Instrument comes into force.
16.17	Client Statements - Mutual Fund Dealers
(1)	Section 14.14 [client statements] does not apply to a person or company 
that is a mutual fund dealer on the day this Instrument comes into force.
(2)	Subsection (1) is repealed 2 years after this Instrument comes into force.
16.18	Transition to Exemption - International Dealers 
(1)	This section applies in Ontario and Newfoundland and Labrador.
(2)	If a person or company is registered in the category of international 
dealer on the day this Instrument comes into force, its registration in that 
category is revoked.
(3)	If a person or company is registered in the category of international 
dealer on the day this Instrument comes into force, paragraphs 8.18(3)(e) 
and 8.18(4)(b) [international dealer] do not apply to the person or 
company until one month after this Instrument comes into force.
16.19	Transition to Exemption - International Advisers
(1)	This section applies in Ontario.
(2)	If a person or company is registered in the category of international 
adviser on the day this Instrument comes into force, its registration in 
that category is revoked one year after this Instrument comes into force.
(3)	If the registration of a person or company is revoked under subsection 
(2), the registration of each individual registered to act as an adviser on 
behalf of the person or company is revoked.
(4)	If a person or company is registered in the category of international 
adviser on the day this Instrument comes into force, paragraphs (e) and 
(f) of subsection 8.26(4) [international adviser] do not apply to the 
person or company until one year after this Instrument comes into force.
16.20	Transition to Exemption - Portfolio Manager and Investment Counsel 
(Foreign)
(1)	This section applies in Alberta.
(2)	If a person or company is registered in the category of portfolio 
manager and investment counsel (foreign) on the day this Instrument 
comes into force, its registration in that category is revoked one year 
after this Instrument comes into force.
(3)	If the registration of a person or company is revoked under subsection 
(2), the registration of each individual registered to act as an adviser 
on behalf of the person or company is revoked.
(4)	If a person or company is registered in the category of portfolio 
manager and investment counsel (foreign) on the day this Instrument 
comes into force, paragraphs (e) and (f) of subsection 8.26(4) 
[international adviser] do not apply to the person or company until 
one year after this Instrument comes into force.
PART 17 - WHEN THIS INSTRUMENT COMES INTO FORCE
17.1	Effective Date
(1)	Except in Ontario, this Instrument comes into force on September 28, 
2009.
(2)	In Ontario, this Instrument comes into force on the later of the 
following:
(a)	September 28, 2009;
(b)	the day on which sections 4, 5 and subsections 20(1) to (11) of 
Schedule 26 of the Budget Measures Act, 2009 are proclaimed in 
force.


APPENDIX A 
BONDING AND INSURANCE CLAUSES
(section 12.3 [insurance - dealer], section 12.4 [insurance - adviser] 
and section 12.5 [insurance - investment fund manager])
Clause
Name of Clause
Details
A
Fidelity
This clause insures against any loss through 
dishonest or fraudulent act of employees.
B
On Premises
This clause insures against any loss of money and 
securities or other property through robbery, 
burglary, theft, hold-up, or other fraudulent means, 
mysterious disappearance, damage or destruction 
while within any of the insured's offices, the 
offices of any banking institution or clearing house 
or within any recognized place of safe-deposit.
C
In Transit
This clause insures against any loss of money and 
securities or other property through robbery, 
burglary, theft, hold-up, misplacement, mysterious 
disappearance, damage or destruction, while in 
transit in the custody of any employee or any 
person acting as messenger except while in the 
mail or with a carrier for hire other than an 
armoured motor vehicle company.
D
Forgery or 
Alterations
This clause insures against any loss through 
forgery or alteration of any cheques, drafts, 
promissory notes or other written orders or 
directions to pay sums in money, excluding 
securities.
E
Securities
This clause insures against any loss through having 
purchased or acquired, sold or delivered, or 
extended any credit or acted upon securities or 
other written instruments which prove to have 
been forged, counterfeited, raised or altered, or lost 
or stolen, or through having guaranteed in writing 
or witnessed any signatures upon any transfers, 
assignments or other documents or written 
instruments.



APPENDIX B
SUBORDINATION AGREEMENT
(Line 5 of Form 31-103F1 Calculation of excess working capital)
SUBORDINATION AGREEMENT
THIS AGREEMENT is made as of the ______ day of ____________, 20____
BETWEEN:
[insert name]
(the "Lender")
AND
[insert name]
(the "Registered Firm", which term shall include all successors and assigns of the 
Registered Firm)
(collectively, the "Parties")
This Agreement is entered into by the Parties under National Instrument 31-103 
Registration Requirements and 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. 
For good and valuable consideration, the Parties agree as follows:
(1)	Subordination
The repayment of the loan and all amounts owned thereunder are 
subordinate to the claims of the other creditors of the Registered 
Firm.
(2)	Dissolution, Winding-Up, Liquidation, Insolvency or 
Bankruptcy of the Registered Firm
In the event of the dissolution, winding-up, liquidation, insolvency 
or bankruptcy of the Registered Firm:
(a)	the creditors of the Registered Firm shall  be paid their 
existing claims in full in priority to the claims of the 
Lender;
(b)	the Lender shall not be entitled to make any claim upon 
any property belonging or having  belonged to the 
Registered Firm, including asserting the right to receive 
any payment in respect to the Loan before the existing 
claims of the other creditors of the Registered Firm have 
been settled. 
(3)	Terms and conditions of the Loan
During the term of this Agreement:
(a)	interest can be paid at the agreed upon rate and time, 
provided that the payment of such interest does not result 
in a capital deficiency under NI 31-103; 
(b)	any loan or advance or posting of security for a loan or 
advance by the Registered Firm to the Lender, shall be 
deemed to be a payment on account of the Loan. 
(4)	Notice to the Securities Regulatory Authority 
The Registered Firm must notify the Securities Regulatory 
Authority prior to the full or partial repayment of the loan. Further 
documentation may be requested by the Securities Regulatory 
Authority after receiving the notice from the Registered Firm. 
(5)	Termination of this Agreement
This Agreement may only be terminated by the Lender once the 
notice required pursuant to Section 4 of this Agreement is received 
by the Securities Regulatory Authority. 
The Parties have executed and delivered this Agreement as of the 
date set out above.
[Registered Firm]
________________________________________
Authorized signatory
________________________________________
Authorized signatory
[Lender]
________________________________________
Authorized signatory
________________________________________
Authorized signatory


APPENDIX C 
NEW CATEGORY NAMES - INDIVIDUALS
(Section 16.1 [change of registration categories - individuals])

Column 1 
[dealing 
representative]
Column 2 
[advising 
representative]
Column 3 
[associate 
advising 
representative]
Alberta
Officer (Trading) 
Salesperson 
Partner (Trading)
Officer (Advising) 
Advising Employee 
Partner (Trading)
Junior Officer 
(Advising)
British 
Columbia
Salesperson 
Trading Partner 
Trading Director 
Trading Officer
Advising Employee 
Advising Partner 
Advising Director 
Advising Officer

--
Manitoba
Salesperson 
Branch Manager 
Trading Partner 
Trading Director 
Trading Officer
Advising Employee 
Advising Officer 
Advising Director 
Advising Partner
Associate 
Advising Officer 
Associate 
Advising 
Director 
Associate 
Advising Partner 
Associate 
Advising 
Employee
New Brunswick
Salesperson 
Officer (trading) 
Partner (trading)
Representative 
(advising) 
Officer (advising) 
Partner (advising) 
Sole proprietor 
(advising)
Associate officer 
(advising), 
Associate partner 
(advising), 
Associate 
representative 
(advising)
Newfoundland 
and Labrador
Sales Person 
Officer (Trading) 
Partner (Trading)
Officer (Advising) 
Partner (Advising)

--
Nova Scotia
Salesperson 
Officer - trading 
Partner- trading 
Director - trading
Officer- advising 
Officer - counseling 
Partner- advising 
Partner- counseling 
Director- advising 
Director- counseling

--
Ontario
Salesperson 
Officer (Trading) 
Partner (Trading) 
Sole Proprietor
Advising 
Representative 
Officer (Advising) 
Partner (Advising) 
Sole Proprietor

--
Prince Edward 
Island
Salesperson 
Officer (Trading) 
Partner (Trading)
Counselling Officer 
(Officer) 
Counselling Officer 
(Partner) 
Counselling Officer 
(Other)

--
Qu‚bec
Representative, 
Representative - 
Group Savings 
Plan (salesperson), 
Representative - 
Scholarship Plan 
(salesperson)
Representative 
(Portfolio Manager), 
Representative 
(Advising), 
Representative - 
Options, 
Representative - 
Futures

--
Saskatchewan
Officer (Trading) 
Partner (Trading) 
Salesperson
Officer (Advising) 
Partner (Advising) 
Employee 
(Advising)

--
Northwest 
Territories
Salesperson 
Officer (Trading) 
Partner (Trading)
Representative 
(Advising) 
Officer (Advising) 
Partner (Advising)

--
Nunavut
Salesperson 
Officer (Trading) 
Partner (Trading)
Representative 
(Advising) 
Officer (Advising) 
Partner (Advising)

--
Yukon
Salesperson 
Officer (Trading) 
Partner (Trading) 
Sole proprietor 
(Trading)
Representative 
(Advising) 
Officer (Advising) 
Partner (Advising)

--


APPENDIX D 
NEW CATEGORY NAMES - FIRMS
(Section 16.2 [change of registration categories - firms])

Column 1 
[investment 
dealer]
Column 2 
[mutual 
fund 
dealer]
Column 3 
[scholarship 
plan 
dealer]
Column 4 
[restricted 
dealer]
Column 5 
[portfolio 
manager]
Column 6 
[restricted 
portfolio 
manager]
Alberta
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
dealer, 
dealer 
(exchange 
contracts), 
dealer 
(restricted)
investment 
counsel 
and/or 
portfolio 
manager
portfolio 
manager/ 
investment 
counsel 
(exchange 
contracts)
British 
Columbia
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
exchange 
contracts 
dealer, 
special 
limited 
dealer
investment 
counsel 
or 
portfolio 
manager

--
Manitoba
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer

--
investment 
counsel 
or 
portfolio 
manager

--
New 
Brunswick
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer

--
investment 
counsel 
or 
portfolio 
manager
 
--
Newfoundland 
and 
Labrador
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Nova Scotia
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Ontario
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
and/or 
portfolio 
manager
 
--

Prince 
Edward 
Island
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Quebec
unrestricted 
practice 
dealer, 
unrestricted 
practice 
dealer 
(introducing 
broker), 
unrestricted 
practice 
dealer 
(International 
Financial 
Centre), 
discount 
broker
firm in 
group 
savings-
plan 
brokerage
scholarship 
plan 
dealer
Qu‚bec 
Business 
investment 
company 
(QBIC) Debt 
securities 
dealer 
restricted 
practice 
Dealer 
firm in 
investment 
contract 
brokerage 
unrestrict-ed 
practice 
dealer 
(Nasdaq)
unrestricted 
practice 
adviser, 
unrestricted 
practice 
adviser 
(International 
Financial 
Centre)
Restricted 
practice 
advisor
Saskatchewan
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Northwest 
Territories
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Nunavut
investment 
dealer
mutual 
fund 
dealer
scholarship 
plan 
dealer
 
--
investment 
counsel 
or 
portfolio 
manager
 
--
Yukon
broker
broker
scholarship 
plan 
dealer
 
--
broker
 
--



APPENDIX E
NON-HARMONIZED CAPITAL REQUIREMENTS
(Section 12.1 [capital requirements])
Alberta
Sections 23 and 24 of the Alberta Securities Commission Rules 
(General)
British 
Columbia
Sections 19, 20, 24 and 25 of the Securities Rules.
Sections 2.1(i), 2.3(i), 9.4, 13.3, 15.4 and 16.3 of BC Policy 31-601 
Registration Requirements.
Manitoba
None in the Act or Regulations - Handled through terms and 
conditions
New 
Brunswick
Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of New Brunswick Local Rule 
31-501 Registration Requirements, as those sections read 
immediately before revocation.
Newfoundland 
and Labrador
Sections 84, 85, 95, 96, 97 and 99 of the Securities Regulations 
under the Securities Act (O.C. 96-286) 
Nova Scotia
Section 23 of the General Securities Rules, as the section read 
immediately before revocation
Ontario
Sections 96, 97, 107, 111 of the Ontario Regulation 1015 made 
under the Securities Act, as those sections read immediately before 
revocation
Prince 
Edward 
Island
Section 34 of the former Securities Act Regulations and 
incorporated by reference by Local Rule 31-501 (Transitional 
Registration Requirements)
Qu‚bec
Sections 207 to 209, 211 and 212 of the Qu‚bec Securities 
Regulation or sections 8 to 11 of the Regulation respecting the trust 
accounts of financial resources of securities firms as those sections 
read immediately before repeal
Saskatchewan
Sections 19 and 24 of The Securities Regulations (Saskatchewan) 
as those sections read immediately before revocation 
Northwest 
Territories
None in the Act, Regulations, or local rules - Handled through 
terms and conditions
Nunavut
None in the Act, Regulations, or local rules - Handled through 
terms and conditions
Yukon
Local Rule 31-501 Registration Requirements


APPENDIX F 
NON-HARMONIZED INSURANCE REQUIREMENTS
(Section 16.13 [insurance requirements])
Alberta
Sections 25 and 26 of the Alberta Securities Commission Rules 
(General)
British Columbia
Sections 21 and 22 of the Securities Rules
Sections 2.1(h), 2.3(h) and 2.5(h) of BC Policy 31-601 
Registration Requirements
Manitoba
Subsection 7(4) of the Securities Act - general requirement at 
Director's discretion
New Brunswick
Sections 8.1, 8.2, 8.3 and 8.7 of New Brunswick Local Rule 31-
501 Registration Requirements,  as those sections read 
immediately before revocation
Newfoundland 
and Labrador
Sections 95, 96, and 97 of the Securities Regulations under the 
Securities Act (O.C. 96-286)
Nova Scotia
Section 24 of the General Securities Rules, as the section read 
immediately before revocation
Ontario
Sections 96, 97, 108, 109 of the Ontario Regulation 1015 made 
under the Securities Act, as those sections read immediately 
before revocation
Prince Edward 
Island
Section 35 of the former Securities Act Regulations and 
incorporated by reference by Local Rule 31-501 (Transitional 
Registration Requirements)
Qu‚bec
Section 213 and 214 of the Qu‚bec Securities Regulation as 
those sections read immediately before repeal
Saskatchewan
Section 33 of The Securities Act, 1988 (Saskatchewan), as that 
section read immediately before repeal
Sections 20, 21 and 22 of The Securities Regulations 
(Saskatchewan), as those sections read immediately before 
revocation
Northwest 
Territories
Section 4 of Local Rule 31-501 Registration
Nunavut
None in the Act, Regulations, or local rules - Handled through 
terms and conditions
Yukon
Local Rule 31-501 Registration Requirements


FORM 31-103F1 
CALCULATION OF EXCESS WORKING CAPITAL
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act
______________________________________
Firm Name
Capital Calculation 
(as at ________________ with comparative figures as at ______________)

Component
Current 
period
Prior 
period
1.
Current assets


2.
Less current assets not readily convertible into 
cash (e.g., prepaid expenses)


3.
Adjusted current assets 
Line 1 minus line 2 =


4.
Current liabilities


5.
Add 100% of long-term related party debt 
unless the firm and the lender have executed a 
subordination agreement in the form set out in 
Appendix B and the firm has delivered a copy 
of the agreement to the regulator


6.
Adjusted current liabilities 
Line 4 plus line 5 =


7.
Adjusted working capital 
Line 3 minus line 6 =


8.
Less minimum capital 


9.
Less market risk


10.
Less any deductible under the firm's bonding 
or insurance policy


11.
Less Guarantees


12.
Less unresolved differences


13.
Excess working capital


Notes:
This form must be prepared on an unconsolidated basis.
Line 8. Minimum Capital - The amount on this line must be not less than (a) 
$25,000 for an adviser, (b) $50,000 for a dealer, and (c) $100,000 for an investment 
fund manager.
Line 9. Market Risk - The amount on this line must be calculated according to the 
instructions set out in Schedule 1 to this Form.
Line 11. Guarantees - If the registered firm is guaranteeing the liability of another 
party, the total amount of the guarantee must be included in the capital calculation.  If 
the amount of a guarantee is included in the firm's balance sheet as a current liability 
and is reflected in line 4, do not include the amount of the guarantee on line 11.
Line 12. Unresolved differences - Any unresolved differences that could result in a 
loss from either firm or client assets must be included in the capital calculation.
The examples below provide guidance as to how to calculate unresolved differences:
(i)	If there is an unresolved difference relating to client securities, the amount to 
be reported on Line 12 will be equal to the 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
Registered Firm Name: ____________________________________________
We have examined the attached capital calculation and certify that the firm is in 
compliance with the capital requirements as at ______________________________. 

Name and Title

Signature

Date
1.












2.













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
(i)	Bonds, debentures, treasury bills and other securities of or guaranteed 
by the Government of Canada, of the United Kingdom, of the United 
States of America and of any other national foreign government 
(provided such foreign government securities are currently rated Aaa or 
AAA by Moody's Investors Service, Inc. or Standard & Poor's 
Corporation, respectively), maturing (or called for redemption): 
within 1 year 	1% of market value multiplied by 
the fraction determined by 
dividing the number of days to 
maturity by 365
over 1 year to 3 years	1 % of market value
over 3 years to 7 years	2% of market value
over 7 years to 11 years	4% of market value
over 11 years	4% of market value
(ii)	Bonds, debentures, treasury bills and other securities of or guaranteed 
by any province of Canada and obligations of the International Bank for 
Reconstruction and Development, maturing (or called for redemption):
within 1 year	2% of market value multiplied by 
the fraction determined by 
dividing the number of days to 
maturity by 365
over 1 year to 3 years	3 % of market value
over 3 years to 7 years	4% of market value
over 7 years to 11 years	5% of market value
over 11 years	5% of market value
(iii)	Bonds, debentures or notes (not in default) of or guaranteed by any 
municipal corporation in Canada or the United Kingdom maturing:
within 1 year 	3% of market value multiplied by 
the fraction determined by 
dividing the number of days to 
maturity by 365
over 1 year to 3 years	5 % of market value
over 3 years to 7 years	5% of market value
over 7 years to 11 years	5% of market value
over 11 years	5% of market value
(iv)	Other non-commercial bonds and debentures, (not in default):
	10% of market value
(v)	Commercial and corporate bonds, debentures and notes (not in default) 
and non-negotiable and non-transferable trust company and mortgage 
loan company obligations registered in the registered firm's name 
maturing:
within 1 year 	3% of market value 
over 1 year to 3 years	6 % of market value
over 3 years to 7 years	7% of market value
over 7 years to 11 years	10% of market value
over 11 years	10% of market value
(b)	Bank Paper
Deposit certificates, promissory notes or debentures issued by a Canadian 
chartered bank (and of Canadian chartered bank acceptances) maturing:
within 1 year	2% of market value multiplied by 
the fraction determined by 
dividing the number of days to 
maturity by 365
over 1 year	apply rates for commercial and 
corporate bonds, debentures and 
notes


(c)	Acceptable Foreign Bank Paper
Deposit certificates, promissory notes or debentures issued by a foreign 
bank, readily negotiable and transferable and maturing:
within 1 year	2% of market value multiplied by 
the fraction determined by 
dividing the number of days to 
maturity by 365
over 1 year	apply rates for commercial and 
corporate bonds, debentures and 
notes
"Acceptable Foreign Bank Paper" consists of deposit certificates or 
promissory notes issued by a bank other than a Canadian chartered bank 
with a net worth (i.e., capital plus reserves) of not less than $200,000,000.
(d)	Mutual Funds
Where securities of mutual funds qualified by prospectus for sale in any 
province of Canada, the margin required is: 
(i)	5% of the market value of the fund, where the fund is a money market 
mutual fund as defined in National Instrument 81-102; or
(ii)	the margin rate determined on the same basis as for listed stocks 
multiplied by the market value of the fund.
(e)	Stocks
(i)	On securities (other than bonds and debentures) including rights and 
warrants listed on any exchange in Canada or the United States:
Long Positions - Margin Required
Securities selling at $2.00 or more - 50% of market value
Securities selling at $1.75 to $1.99 - 60% of market value
Securities selling at $1.50 to $1.74 - 80% of market value
Securities selling under $1.50 - 100% of market value
Short Positions - Credit Required
Securities selling at $2.00 or more - 150% of market value
Securities selling at $1.50 to $1.99 - $3.00 per share
Securities selling at $0.25 to $1.49 - 200% of market value
Securities selling at less than $0.25 - market value plus $0.25 per 
shares
(ii)	For positions in securities (other than bonds and debentures but 
including warrants and rights), 50% of the market value if the security 
is a constituent security on a major broadly-based index of one of the 
following exchanges:
(a)	American Stock Exchange
(b)	Australian Stock Exchange Limited
(c)	Bolsa de Valores de Sao Paulo
(d)	Borsa Italiana
(e)	Boston Stock Exchange
(f)	Chicago Board of Options Exchange
(g)	Chicago Board of Trade
(h)	Chicago Mercantile Exchange
(i)	Chicago Stock Exchange
(j)	Euronext Amsterdam
(k)	Euronext Brussels
(l)	Euronext Paris S.A.
(m)	Frankfurt Stock Exchange
(n)	London International Financial Futures and Options Exchange
(o)	London Stock Exchange
(p)	Montreal Exchange
(q)	New York Mercantile Exchange
(r)	New York Stock Exchange
(s)	New Zealand Exchange Limited
(t)	Pacific Exchange
(u)	Swiss Exchange
(v)	The Stock Exchange of Hong Kong Limited
(w)	Tokyo Stock Exchange
(x)	Toronto Stock Exchange
(y)	TSX Venture Exchange
(f)	For all other securities - 100% of market value.


FORM 31-103F2 
SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT 
FOR SERVICE
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
(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 Agent for Service or authorized signatory)
__________________________________________ 
(Name and Title of authorized signatory)


FORM 31-103F3 
USE OF MOBILITY EXEMPTION
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
(section 2.2 [client mobility exemption - individuals])
This is to notify the securities regulatory authority that the individual named in 
paragraph 1 is relying on the exemption in section 2.2 [client mobility exemption - 
individuals] of National Instrument 31-103 Registration Requirements and 
Exemptions.
1.	
Individual information


Name of Individual:



NRD Number of Individual:



 
The Individual is relying on the client mobility exemption in each of the 
following Jurisdictions of Canada:








2.	
Firm Information



Name of the Individual's Sponsoring Firm:






NRD Number of Firm:







Dated:







(Signature of an authorized signatory of the individual's sponsoring firm)





(Name and title of authorized signatory)



ALBERTA SECURITIES COMMISSION RULE 31-504 
DEALER REGISTRATION REQUIREMENT - SCOPE OF APPLICATION
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
PART 1 - APPLICATION OF DEALER REGISTRATION REQUIREMENT
1.1	Dealer Firms - A person or company is not required to be registered as a 
dealer under section 75(1)(a) of the Securities Act (Alberta) unless the person 
or company engages in or holds itself out as engaging in the business of:
(a)	trading in a security or exchange contract as principal or agent; or
(b)	acting as an underwriter.  
1.2	Individuals who Act on Behalf of Dealer Firms - An individual is not 
required to be registered under section 75(2)(a) of the Securities Act (Alberta) 
to act on behalf of a firm required to register as a dealer unless in doing so the 
individual, directly or indirectly:
(a)	trades a security or exchange contract as principal or agent; or
(b)	acts as an underwriter.  
PART 2 - EFFECTIVE DATE
2.1	Effective Date - This Rule comes into force on the coming into force of 
National Instrument 31-103 Registration Requirements and Exemptions.
AMENDMENTS TO 
NATIONAL INSTRUMENT 14-101 DEFINITIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 14-101 Definitions is amended by this Instrument. 
2.	Section 1.1(3) is amended
(a)	by repealing the definition of "dealer registration requirement" and 
substituting the following:
"dealer registration requirement" means:
(a) 	in every jurisdiction except British Columbia, Manitoba and 
New Brunswick, the requirement in securities legislation that 
prohibits a person or company from acting as a dealer unless that 
person or company is registered in the appropriate category of 
registration under securities legislation, and
(b) 	in British Columbia, Manitoba and New Brunswick, the 
requirement in securities legislation that prohibits a person or 
company from trading in a security unless that person or 
company is registered in the appropriate category of registration 
under securities legislation;, 
(b)	by adding the following after the definition of "insider reporting 
requirement":
"investment fund manager registration requirement" means the 
requirement in securities legislation that prohibits a person or company 
from acting as an investment fund manager unless the person or 
company is registered in the appropriate category of registration under 
securities legislation;, 
(c)	by repealing the definition of "person or company" and substituting the 
following:
"person or company", for the purpose of a national instrument or 
multilateral instrument, means,
(a)	in British Columbia, a "person" as defined in section 1(1) of the 
Securities Act (British Columbia);
(b)	in New Brunswick, a "person" as defined in section 1(1) of the 
Securities Act (New Brunswick);
(c)	in the Northwest Territories, a "person" as defined in section 1 of 
the Securities Act (Northwest Territories);
(d)	in Prince Edward Island, a "person" as defined in section 1 of the 
Securities Act (Prince Edward Island);
(e)	in Qu‚bec, a "person" as defined in section 5.1 of the Securities 
Act (Qu‚bec); and
(f)	in Yukon Territory, a "person" as defined in section 1 of the 
Securities Act (Yukon Territory)., and
(d)	by repealing the definition of "registration requirement" and 
substituting the following:
"registration requirement" means all of the following:
(a)	the adviser registration requirement,
(b)	the dealer registration requirement,
(c)	the investment fund manager registration requirement, and
(d)	the underwriter registration requirement; . 
3.	Appendix B is amended by replacing the paragraph opposite Qu‚bec with the 
following:
Securities Act, An Act respecting the Autorit‚ des march‚s financiers 
(R.S.Q., c. A-33.2), Derivatives Act (S.Q. 2008, c. 24), the regulations 
under those Acts, and the blanket rulings and orders issued by the 
securities regulatory authority.
4.	Appendix C is amended by replacing the paragraph opposite Northwest 
Territories with the following:
Superintendent of Securities, Northwest Territories
5.	Appendix D is amended by replacing the paragraph opposite Northwest 
Territories with the following:
Superintendent, as defined under section 1 of the Securities Act 
(Northwest Territories).
6.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
AMENDMENTS TO NATIONAL INSTRUMENT 24-101 
INSTITUTIONAL TRADE MATCHING AND SETTLEMENT
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 24-101 Institutional Trade Matching and Settlement is 
amended by this Instrument. 
2.	Section 1.1. is amended by adding the following after the definition of 
"matching service utility":
"registered firm" means a person or company registered under securities 
legislation as a dealer or adviser;
3.	The term "registrant" is struck out wherever it occurs and is replaced by 
"registered firm". 
4.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
AMENDMENTS TO 
NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 33-105 Underwriting Conflicts is amended by this 
Instrument.
2.	Section 1.1 is amended
a.	in the definition of  "connected issuer" by striking out "registrant" 
wherever it occurs and substituting "specified firm registrant",
b.	in the definition of "influential securityholder" by striking out 
"registrant" and substituting "specified firm registrant",
c.	in the definition of "professional group" by striking out "registrant" 
wherever it occurs and substituting "specified firm registrant",
d.	by repealing the definition of "registrant",
e.	in the definition of "related issuer" by striking out "; and" and 
substituting ";",
f.	in the definition of "special warrant" by striking out "distribution of the 
other security" and substituting "distribution of the other security; and", 
and
g.	by adding the following after the definition of "special warrant":
"specified firm registrant" means a person or company registered, or required 
to be registered, under securities legislation as a registered dealer, registered 
adviser or registered investment fund manager.
3.	In the following provisions of the Instrument, "registrant" is struck out wherever 
it occurs and "specified firm registrant" is substituted:
a.	section 1.2,
b.	section 2.1, and
c.	section 3.1.
4.	Appendix C is amended by striking out "registrant" wherever it occurs and 
substituting "specified firm registrant".
5.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
AMENDMENTS TO 
NATIONAL INSTRUMENT 81-102 MUTUAL FUNDS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 81-102 Mutual Funds is amended by this Instrument. 
2.	Section 1.1. is amended in the definition of "specified dealer" by striking out 
"limited market dealer" and substituting "exempt market dealer". 
3.	Appendix C is amended
(a)	in the column "Jurisdiction"
(i)	by striking out "Alberta",
(ii)		by striking out "Ontario", and
(iii)		by striking out "Quebec".
(b)	in the column "Securities Legislation Reference" 
(i)	by striking out "Section 9 of ASC Policy 7.1",
(ii)	by striking out "Section 227 of Reg. 1015", and
(iii)	 by striking out "Article 236 and 237.1 of the Securities 
Regulation". 
4.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.


AMENDMENTS TO 
NATIONAL INSTRUMENT 81-104 COMMODITY POOLS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 81-104 Commodity Pools is amended by this 
Instrument.
2.	In section 1.1(1), the definition of "mutual fund restricted individual" is 
amended by striking out "salesperson, partner, director or officer of a dealer" 
and substituting "dealing representative of a registered dealer".
3.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
AMENDMENTS TO 
NATIONAL INSTRUMENT 81-105 MUTUAL FUND SALES PRACTICES
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 81-105 Mutual Fund Sales Practices is amended by this 
Instrument. 
2.	Section 1.1. is amended by repealing the definition of "representative" and 
substituting the following:
"representative" means, for a participating dealer,
(a)	a partner, director, officer or employee of the participating dealer, 	 
(b)	an individual who trades securities on behalf of the participating dealer, 
whether or not the individual is employed by the dealer, and
(c)	any company through which a person referred to in paragraphs (a) 	or (b) 
carries on activities in connection with services provided to the 
participating dealer. 
3.	Section 1.2 is repealed and the following is substituted:
1.2 Interpretation - Terms defined in National Instrument 81-102 Mutual 
Funds and used in this Instrument have the respective meanings ascribed to 
them in National Instrument 81-102 Mutual Funds.
4.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
AMENDMENTS TO 
NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE 
FOR INVESTMENT FUNDS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 81-107 Independent Review Committee for Investment 
Funds is amended by this Instrument. 
2.	Section 6.2 is amended by deleting subsection (4).
3.	Appendix A is amended
a.	by adding "Northwest Territories" after "New Brunswick" under the 
heading "Jurisdiction",
b.	by adding "Part 11 - Insider Reporting and Early Warning of the 
Securities Act (Northwest Territories)" under the heading "Securities 
Legislation Reference" opposite "Northwest Territories", and
c.	by adding "and section 13.5 of National Instrument 31-103 - 
Registration Requirements and Exemptions" after "Part 4 of National 
Instrument 81-102 Mutual Funds".
4.	Appendix B is repealed and the following is substituted:

JURISDICTION

LEGISLATION REFERENCE
Alberta
 
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
British Columbia
Section 127(1)(b) of the Securities Act (British Columbia)

Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Manitoba
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
New Brunswick
Section 144(1)(b) of the Securities Act (New Brunswick)
 
Section 11.7(6) of Local Rule 31-501 Registration Requirements

Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Newfoundland and 
Labrador
Section 119(2)(b) of the Securities Act (Newfoundland and 
Labrador)
 
Section 103(6) of Reg. 805/96

Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Northwest Territories
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Nova Scotia
Section 126(2)(b) of the Securities Act (Nova Scotia)
 
Section 32(6) of the General Securities Rules

Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Nunavut
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Ontario
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Prince Edward Island
Section 38.1(6) of Securities Act Regulations

Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Quebec
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions

Saskatchewan
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
Yukon
Section 13.5(2)(b) of National Instrument 31-103 Registration 
Requirements and Exemptions
5.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
REPEAL OF 
MULTILATERAL INSTRUMENT 11-101 PRINCIPAL REGULATOR SYSTEM
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	This Instrument repeals Multilateral Instrument 11-101 Principal Regulator 
System.
2.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
REPEAL OF 
NATIONAL INSTRUMENT 33-102 REGULATION OF CERTAIN 
REGISTRANT ACTIVITIES
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	This Instrument repeals National Instrument 33-102 Regulation of Certain 
Registrant Activities.
2.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.


AMENDMENTS TO 
THE ALBERTA SECURITIES COMMISSION RULES (GENERAL)
(Securities Act)
Made as a rule by the Alberta Securities Commission on August 12, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENT INSTRUMENT
1.	The Alberta Securities Commission Rules (General) are amended by this 
Instrument.
2.	Sections 14 to 27 are repealed.
3.	Section 28 is amended
(a)	in the preamble to clause (1) by striking out  "Compensation fund or 
contingency trust fund -",
(b)	in clause (2) by striking out "broker,",
(c)	in clause (3) by repealing clause (b) and substituting the following:
"(b)	an exempt market dealer,
(c)	a restricted dealer,
(d)	a portfolio manager,
(e)	a restricted portfolio manager.", and
(d)	in clause (5) by striking out "a broker, investment dealer" and 
substituting "an investment dealer".
4.	Sections 29 to 36 are repealed.
5.	Sections 38 to 46 are repealed.
6.	Sections 49 to 51 are repealed.
7.	Section 55 is repealed.
8.	Section 56 is repealed.
9.	Section 58 is repealed and the following is substituted:
"58. If the Executive Director requests an auditor to conduct an audit of the 
financial affairs of a registrant in accordance with a direction given under 
Alberta securities laws, all costs relating to the audit shall be paid by the 
registrant. "
10.	Sections 59 to 64 are repealed.
11.	Sections 68 to 69.5 are repealed.
12.	Section 71.1 is amended
(a)	by repealing clause (1);
(b)	in clause (2)(h) by striking out "salesman" and substituting 
"representative";
(c)	by repealing clauses (3) to (8);
(d)	in clause (9) by
(i)	striking out "(1)(d) and (h), and", and
(ii)	striking out "salesman" wherever it occurs and substituting 
"representative"; and
(e)	in clause (10) by striking out"(1) or".
13.	Section 71.2 is amended by striking out "71.1(1) or (2)" and substituting 
"71.1(2) ".
14.	Section 71.3 is amended
(a)	by striking out "under section 29(3)(g) and (h), or as the case may be" 
and substituting "under section 90 of the Act", and
(b)	in clause (j) by striking out "salesman" and substituting "representative".
15.	Section 72 is repealed.
16.	Section 127.03 is repealed and the following is substituted:
"127.03. The prospectus requirement does not apply to a distribution of
(a)	a voting security of a corporation to which the Rural Utilities Act 
applies,
(b)	membership shares, including member loans deemed to be membership 
shares as defined in the Cooperatives Act, issued by a cooperative to 
which that Act applies, if the aggregate acquisition cost for membership 
shares and member loans
(i)	for the first 18 months following incorporation is not greater than 
$10 000 per member and not more than $1000 of that amount is 
payable for membership shares, and
(ii)	in any subsequent year is not greater than
(A)	$5000 for cooperatives with 100 members or less, or
(B)	$2500 cooperatives with more than 100 members, or
(c)	investment shares as defined in the Cooperatives Act, issued by a 
cooperative pursuant to that Act, other than a cooperative under Division 
1 or 4 of Part 18 of that Act, if
(i)	the investment shares are purchased only by members of the 
cooperative who have been members of the cooperative for at 
least 12 months before the share purchase, and
(ii)	the aggregate acquisition cost to the members in any one year is 
not greater than
(A)	$10 000 for cooperatives with 100 members or less, or
(B)	$5000 for cooperatives with more than 100 members.
17.	Form 3 Application for Registration as Dealer, Adviser or Underwriter is 
repealed.
18.	Form 5 Application for Renewal of Registration as Dealer, Adviser or 
Underwriter is repealed.
19.	Form 6 Application for Renewal of Registration as Salesman is repealed.
20.	Form 10 Annual Questionnaire to be Completed by a Portfolio Manager for its 
Auditor is repealed.
21.	Form 11 Application for Recognition as an Exempt Purchaser is repealed.
22.	Form 19 Surety Bond is repealed.
23.	This Instrument comes into force on September 28, 2009.


NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
TABLE OF CONTENTS
PART	TITLE
PART 1 - DEFINITIONS AND INTERPRETATION
1.1	DEFINITIONS
1.2	INTERPRETATION
PART 2 - APPLICATION FOR REGISTRATION AND REVIEW OF 
PERMITTED INDIVIDUALS
2.1	FIRM REGISTRATION
2.2	INDIVIDUAL REGISTRATION
2.3	REINSTATEMENT
2.4	APPLICATION TO CHANGE OR SURRENDER INDIVIDUAL 
REGISTRATION CATEGORIES
2.5	PERMITTED INDIVIDUALS
2.6	COMMODITY FUTURES ACT REGISTRANTS
PART 3 - CHANGES TO REGISTERED FIRM INFORMATION
3.1	NOTICE OF CHANGE TO A FIRM'S INFORMATION
3.2	CHANGES TO BUSINESS LOCATIONS
PART 4 - CHANGES TO REGISTERED INDIVIDUAL AND PERMITTED 
INDIVIDUAL INFORMATION
4.1	NOTICE OF CHANGE TO AN INDIVIDUAL'S INFORMATION
4.2	TERMINATION OF EMPLOYMENT, PARTNERSHIP OR AGENCY 
RELATIONSHIP
PART 5 - DUE DILIGENCE AND RECORD-KEEPING
5.1	SPONSORING FIRM OBLIGATIONS
PART 6 - TRANSITION
6.1	ALL REGISTERED FIRMS TO FILE FORM 33-109F6 - SEPTEMBER 
30, 2010
6.2	NOTICE OF CHANGE FOR FIRMS REGISTERED BEFORE 
SEPTEMBER 28, 2009
6.3	NATIONAL REGISTRATION DATABASE TRANSITION PERIOD
6.4	TRANSITION - REINSTATEMENT UNDER SUBSECTIONS 2.3(2) 
AND 2.5(2)
PART 7 - EXEMPTION
7.1	EXEMPTION
PART 8 - REPEAL AND EFFECTIVE DATE
8.1	REPEAL
8.2	EFFECTIVE DATE
FORM 33-109F1 	NOTICE OF TERMINATION OF REGISTERED 
INDIVIDUALS AND PERMITTED INDIVIDUALS
FORM 33-109F2 	CHANGE OR SURRENDER OF INDIVIDUAL 
CATEGORIES
FORM 33-109F3 	BUSINESS LOCATIONS OTHER THAN HEAD 
OFFICE 
FORM 33-109F4 	REGISTRATION OF INDIVIDUALS AND REVIEW OF 
PERMITTED INDIVIDUALS
FORM 33-109F5 	CHANGE OF REGISTRATION INFORMATION
FORM 33-109F6	FIRM REGISTRATION 
FORM 33-109F7	REINSTATEMENT OF REGISTERED INDIVIDUALS 
AND PERMITTED INDIVIDUALS
NATIONAL INSTRUMENT 33-109 
REGISTRATION INFORMATION
PART 1 - DEFINITIONS AND INTERPRETATION
1.1	Definitions
In this Instrument
"cessation date" means the first day on which an individual ceased to have 
authority to act as a registered individual on behalf of their sponsoring firm or 
ceased to be a permitted individual of their sponsoring firm, because of the 
end of, or a change in, the individual's employment, partnership, or agency 
relationship with the firm;
"firm" means a person or company that is registered, or is seeking registration, 
as a dealer, adviser or investment fund manager;
"Form 33-109F1" means Form 33-109F1 Notice of Termination of Registered 
Individuals and Permitted Individuals;
"Form 33-109F2" means Form 33-109F2 Change or Surrender of Individual 
Categories; 
"Form 33-109F3" means Form 33-109F3 Business Locations other than Head 
Office; 
"Form 33-109F4" means Form 33-109F4 Registration of Individuals and 
Review of Permitted Individuals; 
"Form 33-109F5" means Form 33-109F5 Change of Registration Information;
"Form 33-109F6" means Form 33-109F6 Firm Registration;
"Form 33-109F7" means Form 33-109F7 Reinstatement of Registered 
Individuals and Permitted Individuals;
"former sponsoring firm" means the registered firm for which an individual 
most recently acted as a registered individual or permitted individual;
"NI 31-102" means National Instrument 31-102 National Registration 
Database;
"NI 31-103" means National Instrument 31-103 Registration Requirements and 
Exemptions;
"NRD submission number" means the unique number generated by NRD to identify 
each NRD submission; 
"permitted individual" means an individual who is not a registered individual and 
who is
(a)	a director, chief executive officer, chief financial officer, or chief 
operating officer of a firm, or who performs the functional 
equivalent of any of those positions, or
(b)	an individual who has beneficial ownership of, or direct or 
indirect control or direction over, 10 percent or more of the 
voting securities of a firm;
"principal jurisdiction" means, 
(a)	for a firm whose head office is in Canada, the jurisdiction of 
Canada in which the firm's head office is located,  
(b)	for an individual whose working office is in Canada, the 
jurisdiction of Canada in which the individual's working office is 
located,
(c)	for a firm whose head office is outside Canada, the jurisdiction 
of the firm's principal regulator, as identified by the firm on its 
most recently submitted Form 33-109F5 or Form 33-109F6, and
(d)	for an individual whose working office is outside Canada, the 
principal jurisdiction of the individual's sponsoring firm; 
"principal regulator" means, for a person or company, the securities regulatory 
authority or regulator of the person or company's principal jurisdiction;
"registered firm" means a registered dealer, registered adviser or registered 
investment fund manager;
"registered individual" means an individual who is registered under securities 
legislation to do any of the following on behalf of a registered firm:
(a)	act as a dealer, underwriter or adviser; 
(b)	act as a chief compliance officer;
(c)	act as an ultimate designated person;
"sponsoring firm" means, 
(a)	for a registered individual, the registered firm on whose behalf 
the individual acts,
(b)	for an individual applying for registration, the firm on whose 
behalf the individual will act if the individual's application is 
approved,
(c)	for a permitted individual of a registered firm, the registered 
firm, and
(d)	for a permitted individual of a firm that is applying for 
registration, the applicant firm.
1.2	Interpretation
Terms used in this Instrument and that are defined in NI 31-102 have the same 
meanings as in NI 31-102.
PART 2 - APPLICATION FOR REGISTRATION AND REVIEW OF 
PERMITTED INDIVIDUALS
2.1	Firm Registration
A firm that applies for registration as a dealer, adviser or investment fund 
manager must submit each of the following to the regulator:
(a)	a completed Form 33-109F6;
(b)	for each business location of the applicant in the local 
jurisdiction other than the applicant's head office, a completed 
Form 33-109F3 in accordance with NI 31-102.
2.2	Individual Registration
(1)	Subject to subsection (2) and sections 2.4 and 2.6, an individual who 
applies for registration under securities legislation must submit a 
completed Form 33-109F4 to the regulator in accordance with NI 31-
102.
(2)	A permitted individual of a registered firm who applies to become a 
registered individual with the firm must submit a completed Form 33-
109F2 to the regulator in accordance with NI 31-102.
2.3	Reinstatement
(1)	An individual who applies for reinstatement of registration under 
securities legislation must submit a completed Form 33-109F4 to the 
regulator in accordance with NI 31-102, unless the individual submits a 
completed Form 33-109F7 in accordance with subsection (2).
(2)	The registration of an individual suspended under section 6.1 [If 
individual ceases to have authority to act for firm] of NI 31-103 is 
reinstated on the date the individual submits a completed Form 33-
109F7 to the regulator in accordance with NI 31-102 if all of the 
following apply:
(a)	the Form 33-109F7 is submitted on or before the 90th day after 
the cessation date;
(b)	the individual's employment, partnership or agency relationship 
with the former sponsoring firm did not end because the 
individual was asked by the firm to resign, or was dismissed, 
following an allegation against the individual of any of the 
following:
(i)	criminal activity;
(ii)	a breach of securities legislation;
(iii)	a breach of a rule of an SRO;
(c)	after the cessation date there have been no changes to the 
information previously submitted in respect of any of the 
following items of the individual's Form 33-109F4:
(i)	item 13 [Regulatory disclosure];
(ii)	item 14 [Criminal disclosure];
(iii)	item 15 [Civil disclosure];
(iv)	item 16 [Financial disclosure];
(d)	the individual is seeking reinstatement with a sponsoring firm in 
the same category of registration in which the individual was 
registered on the cessation date; 
(e)	the new sponsoring firm is registered in the same category of 
registration in which the individual's former sponsoring firm was 
registered.
2.4	Application to Change or Surrender Individual Registration Categories
A registered individual who applies for registration in an additional 
category, or to surrender a registration category, must make the 
application by submitting a completed Form 33-109F2 to the regulator in 
accordance with NI 31-102.
2.5	Permitted Individuals
(1)	A permitted individual must submit a completed Form 33-109F4 to the 
regulator in accordance with NI 31-102, no more than 7 days after 
becoming a permitted individual, unless the individual submits a Form 
33-109F7 in accordance with subsection (2). 
(2)	An individual who has ceased to be a permitted individual of a former 
sponsoring firm and becomes a permitted individual of a new sponsoring 
firm may submit a completed Form 33-109F7 to the regulator if all of the 
following apply:
(a)	the Form 33-109F7 is submitted in accordance with NI 31-102 
(i)	no more than 7 days after becoming a permitted 
individual of the new sponsoring firm, and
(ii)	no more than 90 days after the cessation date;
(b)	the individual holds the same permitted individual status with the 
new sponsoring firm that they held with the former sponsoring 
firm; 
(c)	the conditions described in paragraphs (b) and (c) of subsection 
2.3(2) are met.


2.6	Commodity Futures Act Registrants
(1)	In Manitoba and Ontario, despite subsection 2.1(b), if a firm applies 
for registration under section 2.1 and is registered under the 
Commodity Futures Act, the applicant is not required to submit a 
completed Form 33-109F3 under section 3.2 for any business location of 
the applicant that is recorded on NRD.
(2)	In Manitoba and Ontario, despite subsection 2.2(1), if an individual 
applies for registration under securities legislation and is recorded on NRD 
with his or her sponsoring firm as registered under the Commodity Futures 
Act, the individual must make the application by submitting a completed 
Form 33-109F2 to the regulator in accordance with NI 31-102.
PART 3 - CHANGES TO REGISTERED FIRM INFORMATION 
3.1	Notice of Change to a Firm's Information
(1)	Subject to subsections (3) or (4), a registered firm must notify the 
regulator of a change to any information previously submitted in Form 
33-109F6 or under this subsection, as follows:
(a)	for a change previously submitted in relation to part 3 of Form 
33-109F6, within 30 days of the change;
(b)	for a change previously submitted in relation to any other part of 
Form 33-109F6, within 7 days of the change.
(2)	A notice of change referred to in subsection (1) must be made by 
submitting a completed Form 33-109F5.
(3)	A notice of change is not required under subsection (1) if the change 
relates to any of the following:
(a)	a business location other than the head office of the firm if the 
firm submits a completed Form 33-109F3 under section 3.2;
(b)	a termination, or a change, of a registered firm's employment, 
partnership or agency relationship with an officer, partner or 
director of the registered firm if the firm submits a completed 
Form 33-109F1 under subsection 4.2(1);
(c)	the addition of an officer, partner, or director to the registered 
firm if that individual submits either of the following:
(i)	a completed Form 33-109F4 under subsection 2.2(1) or 
2.5(1);
(ii)	a completed Form 33-109F7 under subsection 2.3(2) or 
2.5(2);
(d)	the information in the supporting documents referred to in any of 
the following items of Form 33-109F6: 
(i)	item 3.3 [Business documents];
(ii)	item 5.1 [Calculation of excess working capital];
(iii)	item 5.7 [Directors' resolution for insurance];
(iv)	item 5.13 [Audited financial statements];
(v)	item 5.14 [Letter of direction to auditors]. 
(4)	A person or company that submitted a completed Schedule B [Submission 
to Jurisdiction and Appointment of Agent for Service] to Form 33-109F6 
must notify the regulator of a change to the information previously 
submitted in item 3 [Name of agent for service of process] or item 4 
[Address for service of process on the agent for service] of that schedule 
by submitting a completed Schedule B no more than 7 days after the 
change;
(5)	Subsection (4) does not apply to a person or company after they have 
ceased to be registered for a period of 6 years or more.
(6)	For the purpose of subsections (2) and (4), the person or company may give 
the notice by submitting it to the principal regulator.
3.2	Changes to Business Locations
A registered firm must notify the regulator of the opening of a business 
location, other than a new head office, or of a change to any information 
previously submitted in Form 33-109F3, by submitting a completed Form 
33-109F3 to the regulator in accordance with NI 31-102, within 7 days of 
the opening of the business location or change.
PART 4 - CHANGES TO REGISTERED INDIVIDUAL AND PERMITTED 
INDIVIDUAL INFORMATION
4.1	Notice of Change to an Individual's Information
(1)	Subject to subsection (2), a registered individual or permitted 
individual must notify the regulator of a change to any information 
previously submitted in respect of the individual's Form 33-109F4 as 
follows:
(a)	for a change of information previously submitted in items 4 
[Citizenship] and 11 [Previous employment] of Form 33-109F4, 
within 30 days of the change;
(b)	for a change of information previously submitted in any other 
items of Form 33-109F4, within 7 days of the change.
(2)	A notice of change is not required under subsection (1) if the change 
relates to information previously submitted in item 3 [Personal 
information] of Form 33-109F4.
(3)	A notice of change under subsection (1) must be made by submitting a 
completed Form 33-109F5 to the regulator in accordance with NI 31-
102.
(4)	Despite subsection (3), a notice of change referred to in subsection (1) must 
be made by submitting a completed Form 33-109F2 to the regulator in 
accordance with NI 31-102 if the change relates to
(a)	an individual's status as a permitted individual of the sponsoring 
firm, or
(b)	a registered individual's status as an officer, partner, director or 
shareholder of the sponsoring firm.
4.2	Termination of Employment, Partnership or Agency Relationship
(1)	A registered firm must notify the regulator of the end of, or a change 
in, a sponsored individual's employment, partnership, or agency 
relationship with the firm if the individual ceases to have authority to 
act on behalf of the firm as a registered individual or permitted 
individual by submitting a Form 33-109F1 to the regulator in accordance 
with NI 31-102 with
(a)	items 1 through 4 completed, and
(b)	item 5 completed unless the reason for termination under item 4 
was death or retirement of the individual or the completion or 
expiry of an employment or agency contract. 
(2)	A registered firm must submit to the regulator the information required 
under
(a)	subsection (1)(a), within 7 days of the cessation date, and
(b)	subsection (1)(b), within 30 days of the cessation date.
(3)	A person or company must, within 7 days of a request from an 
individual for whom the person or company was the former sponsoring 
firm, provide to the individual a copy of the Form 33-109F1 that the 
person or company submitted under subsection (1) in respect of that 
individual.
(4)	If a person or company completed and submitted the information in item 
5 of a Form 33-109F1 in respect of an individual who made a request 
under subsection (3) and that information was not included in the initial 
copy provided to the individual, the person or company must provide to 
that individual a further copy of the completed Form 33-109F1, 
including the information in item 5, within the later of 
(a)	7 days after the request by the individual under subsection (3), 
and 
(b)	7 days after the submission pursuant to subsection (2)(b).
PART 5 - DUE DILIGENCE AND RECORD-KEEPING 
5.1	Sponsoring Firm Obligations
(1)	A sponsoring firm must make reasonable efforts to ensure the truth and 
completeness of information that is submitted in accordance with this 
Instrument for any individual.
(2)	A sponsoring firm must obtain from each individual who is registered to act 
on behalf of the firm, or who is a permitted individual of the firm, a copy of 
the Form 33-109F1 most recently submitted by the individual's former 
sponsoring firm in respect of that individual, if any, within 60 days of the firm 
becoming the individual's sponsoring firm.
(3)	A sponsoring firm must retain all documents used by the firm to satisfy its 
obligation under subsection (1),
(a)	in the case of a registered individual, for no less than 7 years after the 
individual ceases to be registered to act on behalf of the firm,
(b)	in the case of an individual who applied for registration but whose 
registration was refused by the regulator, for no less than 7 years after 
the individual applied for registration, or
(c)	in the case of a permitted individual, for no less than 7 years after 
the individual ceases to be a permitted individual with the firm.
(4)	Without limiting subsection (3), if a registered individual, an 
individual applying for registration, or a permitted individual appoints 
an agent for service, the sponsoring firm must keep the original 
Appointment of Agent for Service executed by the individual for the period 
of time set out in paragraph (3)(b).
(5)	A sponsoring firm that retains a document under subsection (3) or (4) for 
an NRD submission must record the NRD submission number on the first 
page of the document.
PART 6 - TRANSITION
6.1	All Registered Firms to File Form 33-109F6 - September 30, 2010
A registered firm that was registered before this Instrument came into force must 
submit a completed Form 33-109F6 to the regulator on or before September 
30, 2010.
6.2	Notice of Change for Firms Registered before September 28, 2009
(1)	In this section, "Form 3" means the form that a firm submitted before 
this Instrument came into force to apply for registration as a dealer, 
adviser or underwriter in the jurisdiction that, at the time the application 
was made, would have been the firm's principal jurisdiction under this 
Instrument.
(2)	Subject to subsection (5), a registered firm that was registered in a 
jurisdiction of Canada before this Instrument came into force and that 
has not submitted a completed Form 33-109F6 to the regulator, must 
notify the regulator of a change to any information previously 
submitted
(a)	in a notice of agent and address for service, by submitting to the 
regulator a completed Schedule B to Form 33-109F6, no more 
than 7 days after the change;
(b)	in Form 3 or in any notice of change to information in that 
form submitted to the regulator, as follows:
(i)	for a change of information equivalent to the 
information referred to in part 3 of Form 33-109F6, 
within 30 days of the change;
(ii)	for a change of information equivalent to the 
information referred to in any other part of Form 33-
109F6, within 7 days of the change.
(3)	A registered firm referred to in subsection (2) must notify the regulator 
of a change in its auditor or financial year-end within 7 days of the 
change.
(4)	For the purpose of subsections (2) and (3) the firm may give the notice 
by submitting it to the principal regulator.
(5)	A notice of change is not required under subsection (2) if the change 
relates to any of the following:
(a)	the addition of an officer, partner, or director to the registered 
firm if that individual
(i)	submits a completed Form 33-109F4 under subsection 
2.2(1) or 2.5(1), or
(ii)	submits a completed Form 33-109F7 under subsection 
2.3(2) or 2.5(2);
(b)	a termination, or a change, of a registered firm's employment, 
partnership or agency relationship with an officer, partner or 
director of the registered firm if the firm submits a completed 
Form 33-109F1 under subsection 4.2(1);
(c)	a business location other than the head office of the firm if the 
firm submits a completed Form 33-109F3 under section 3.2;
(d)	information equivalent to the information referred to in section 
3.1(3)(d).
6.3	National Registration Database Transition Period
(1)	In this section, "NRD access date" means the first day following 
September 25, 2009 that an NRD filer has access to NRD to make NRD 
submissions.
(2)	A notice submitted by an NRD filer before September 25, 2009, and not 
accepted or denied by the regulator by that date must be resubmitted, as 
if the time required for the submission had fallen within the period 
commencing on September 25, 2009 and ending on the day before the 
NRD access date, in accordance with subsections (3), (4) and (6) as 
applicable.
(3)	Except in the case of a notice referred to in subsection (4), if the time 
required for making either of the following submissions falls within the 
period commencing on September 25, 2009 and ending on the day 
before the NRD access date, the time for making the submission is 
extended to the 45th day following the NRD access date: 
(a)	a notice that is required to be submitted in NRD format;
(b)	a Form 33-109F4 that is required to be submitted under 
subsection 2.5(1).
(4)	If the time required for making either of the following submissions falls 
within the period commencing on September 25, 2009 and ending on the 
day before the NRD access date, the submission must be made other 
than through the NRD website:
(a)	a notice of change referred to in subsection 4.1(1) from a 
registered individual, if the change relates to previously 
submitted information about any of the following items of the 
individual's Form 33-109F4:
(i)	item 14 [Criminal disclosure];
(ii)	item 15 [Civil disclosure];
(iii)	item 16 [Financial disclosure];
(b)	a notice of termination referred to in subsection 4.2(1) from a 
former sponsoring firm, within the time required under 
subsection 4.2(2), if the individual's employment, partnership or 
agency relationship with the firm ended because the individual 
resigned or was dismissed for cause.
(5)	From September 28, 2009 to the day before the NRD access date, an 
individual may submit any of the following to the regulator other than 
through the NRD website:
(a)	Form 33-109F7;
(b)	Form 33-109F2;
(c)	Form 33-109F4 other than under subsection 2.5(1).
(6)	If an NRD filer makes a submission other than through the NRD website 
under subsection (4) or (5), the NRD filer must resubmit the information 
in NRD format to the regulator as follows: 
(a)	for a Form 33-109F7 submitted under paragraph (5)(a),
(i)	if the cessation date was on or after September 28, 
2009, by submitting a completed Form 33-109F7 no 
later than 30 days after the NRD access date;
(ii)	if the cessation date was before September 28, 2009, by 
submitting a completed Form 33-109F4 no later than 
30 days after the NRD access date;
(b)	for any other submission, no later than 30 days after the NRD 
access date.
6.4	Transition - Reinstatement under Subsections 2.3(2) and 2.5(2)
(1)	Despite subsection 2.3(2), from the NRD access date to December 28, 
2009 an individual who seeks reinstatement of registration under 
subsection 2.3(2) must submit a completed Form 33-109F4 to the 
regulator in accordance with NI 31-102, if the cessation date occurred 
before September 28, 2009.
(2)	For greater certainty, the registration of an individual who makes a 
submission under subsection (1) is reinstated in accordance with 
subsection 2.3(2) only if all of the conditions in paragraphs (a) through 
(e) of subsection 2.3(2) are met.
(3)	Subsection 2.5(2) does not apply to a permitted individual whose 
cessation date occurred before September 28, 2009.
PART 7 - EXEMPTION
7.1	Exemption
(1)	The regulator or the securities regulatory authority may grant an 
exemption from this Instrument, in whole or in part, subject to such 
conditions or restrictions as may be imposed in the exemption.
(2)	Despite subsection (1), in Ontario, only the regulator may grant such an 
exemption. 
(3)	Except in Ontario, an exemption referred to in subsection (1) is granted 
under the statute referred to in Appendix B of National Instrument 14-
101 Definitions, opposite the name of the local jurisdiction. 
PART 8 - REPEAL AND EFFECTIVE DATE
8.1	Repeal
National Instrument 33-109 Registration Information, which came into force 
on February 14, 2003, is repealed.
8.2	Effective Date
This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.
FORM 33-109F1 
NOTICE OF TERMINATION OF REGISTERED INDIVIDUALS AND 
PERMITTED INDIVIDUALS 
(section 4.2)
GENERAL INSTRUCTIONS
Complete and submit this form to notify the relevant regulator(s) or, in Qu‚bec, the 
securities regulatory authority, or self-regulatory organization (SRO) that a registered 
individual or permitted person has left their sponsoring firm. 
Terms 
In this form, "cessation date" (or "effective date of termination") means the first 
day on which an individual ceased to have authority to act as a registered individual 
on behalf of their sponsoring firm or ceased to be a permitted individual of their 
sponsoring firm, because of the end of, or a change in, the individual's 
employment, partnership, or agency relationship with the firm;
How to submit the form 
Submit this form at the National Registration Database (NRD) website in NRD 
format at www.nrd.ca. 
If you are relying on the temporary hardship exemption in section 5.1 of National 
Instrument 31-102 [National Registration Database], you may submit this form in a 
format other than NRD format.
When to submit the form 
You must submit the responses to Item 1, Item 2, Item 3 and Item 4 within five 
business days of the effective date of termination. 
If you are required to complete Item 5, you must submit those responses within 30 
days of the termination date. If you are submitting the responses to Item 5, in NRD 
format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type 
called "Update/Correct Termination Information" to complete Item 5 of this form.
Item 1 	Terminating firm
1. 	Name 	
2. 	NRD number 	
Item 2	Terminated individual
1. 	Name 	
2. 	NRD number	 
Item 3	Business location of the terminated individual
1. 	Address	 
2. 	NRD number 	
Item 4	Date and reason for termination
1. 	Cessation date / Effective date of termination	
		(YYYY/MM/DD)
This is the first day that the individual ceased to have authority to act in a 
registerable capacity on behalf of the firm or ceased to be a permitted 
individual.
2. 	Reason for termination / cessation (check one):
	Resigned - voluntary	?
	Resigned - at the firm's request	?
	Dismissed in good standing	? 
	Dismissed for cause	?
	Completed temporary employment contract	?
	Retired	?
	Deceased	?
Other	?
Item 5 	Details about the termination
Complete Item 5 only if the individual resigned, was dismissed (whether or not for 
cause), or if the reason for termination under Item 4.2 was "Other". In the space 
below:
*	state the reason(s) for the resignation, dismissal or "Other"  reason for 
termination and 
*	provide details if the answer to any of the following questions is "Yes". 
[For NRD Format only:]
?	This information will be disclosed within 30 days of the effective date of 
termination
?	Not applicable: completed temporary employment contract, retired or deceased
Answer the following questions to the best of the firm's knowledge. 
	In the past 12 months:


Yes
No
1
Was the individual charged with any criminal offence?
?
?
2.
Was the individual the subject of any investigation by any 
securities or financial industry regulator?
?
?
3.
Was the individual subject to any significant internal 
disciplinary measures at the firm or at any affiliate of the 
firm related to the individual's activity as a registrant?
?
?

4.
Were there any written complaints, civil claims and/or 
arbitration notices filed against the individual or against the 
firm about the individual's securities-related activities that 
occurred while the individual was registered or a permitted 
individual authorized to act on behalf of the firm?
?
?
5.
Does the individual have any undischarged financial 
obligations to clients of the firm?
?
?
6.
Has the firm or any affiliate of the firm suffered significant 
monetary loss or harm to its reputation as a result of the 
individual's actions?
?
?
7.
Did the firm or any affiliate of the firm investigate the 
individual relating to possible material violations of 
fiduciary duties, regulatory requirements or the compliance 
policies and procedures of the firm or any affiliate of the 
firm? Examples include making unsuitable trades or 
investment recommendations, stealing or borrowing client 
money or securities, hiding losses from clients, forging 
client signatures, money laundering, deliberately making 
false representations and engaging in undisclosed outside 
business activity.
?
?
8.
Did the individual repeatedly fail to follow compliance 
policies and procedures of the firm or any affiliate of the 
firm?
?
?
9.
Did the individual engage in discretionary management of 
client accounts or otherwise engage in registerable activity 
without appropriate registration or without the firm's 
authorization?
?
?
Reasons/Details:	
Item 6 	 Notice of collection and use of personal information 
The personal information required under this form is collected on behalf of, and used 
by, the securities regulatory authorities in the jurisdictions set out in Schedule A to 
administer and enforce certain provisions of their securities legislation or derivatives 
legislation or both. 
The personal information required under this form is also collected by and used by the 
SROs set out in Schedule A  to administer and enforce their respective by-laws, 
regulations, rules, rulings and policies.
By submitting this form, the individual consents to the collection by the securities 
regulatory authorities or applicable SRO of this personal information, and any police 
records, records from other government or non-governmental regulators or SROs, 
credit records and employment records about the individual that the securities 
regulatory authorities or applicable SRO may need to complete their review of the 
information submitted in this form relating to the individual's continued fitness for 
registration or approval, if applicable, in accordance with the legal authority of the 
securities regulatory authorities while the individual is registered with or approved by 
it as the case may be. Securities regulatory authorities or SROs may contact 
government and private bodies or agencies, individuals, corporations and other 
organizations for information about the individual.
If you have any questions about the collection and use of this information, contact the 
securities regulatory authorities or applicable SRO in any jurisdiction in which the 
required information is submitted. See Schedule A for details. In Qu‚bec, you can 
also contact the Commission d'accŠs … l'information at 1-888-528-7741 or visit its 
website at www.cai.gouv.qc.ca.
Item 7 	Warning
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation to give false or misleading information 
on this form. 
Item 8	Certification
Certification-NRD format:
?	I am making this submission as agent for the firm. By checking this box, I 
certify that the firm provided me with all of the information on this form.
Certification-Format other than NRD format: 
By signing below I certify to the regulator or, in Qu‚bec, the securities regulatory 
authority, in each jurisdiction where I am submitting this form for the firm, either 
directly or through the principal regulator, that:
?	I have read this form and understand the questions, and
?	all of the information provided on this form is true and complete. 
Name of firm 	
Name of authorized signing officer or partner 	
Title of authorized signing officer or partner 	
Signature of authorized signing officer or partner 	
Date signed 	
	(YYYY/MM/DD)
Schedule A 
Contact information for 
Notice of collection and use of personal information
Alberta 
Alberta Securities Commission, 
4th Floor, 300 - 5th Avenue SW 
Calgary, AB T2P 3C4 
Attention: Information Officer 
Telephone: (403) 355-4151
British Columbia 
British Columbia Securities 
Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, BC V7Y 1L2 
Attention: Freedom of Information 
Officer 
Telephone: (604) 899-6500 or (800) 
373-6393 (in BC)
Manitoba 
The Manitoba Securities Commission 
500 - 400 St. Mary Avenue 
Winnipeg, MB R3C 4K5 
Attention: Director of Registrations 
Telephone (204) 945-2548 
Fax (204) 945-0330
New Brunswick 
New Brunswick Securities 
Commission 
Suite 300, 85 Charlotte Street 
Saint John, NB  E2L 2J2 
Attention:  Director, Regulatory 
Affairs  
Telephone: (506) 658-3060
Newfoundland and Labrador 
Securities NL 
Financial Services Regulation Division 
Department of Government Services 
P.O. Box 8700, 2nd Floor, West Block 
Confederation Building 
St. John's, NL A1B 4J6 
Attention: Manager of Registrations 
Tel: (709) 729-5661
Nova Scotia 
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
P.O. Box 458 
Halifax, NS B3J 2P8 
Attention: Deputy Director, Capital 
Markets 
Telephone: (902) 424-7768
Northwest Territories 
Government of the Northwest 
Territories 
P.O. Box 1320 
Yellowknife, NWT X1A 2L9 
Attention: Deputy Superintendent of 
Securities 
Telephone: (867) 920-8984

Nunavut 
Legal Registries Division 
Department of Justice 
Government of Nunavut 
P.O. Box 1000 Station 570 
Iqaluit, NU X0A 0H0 
Attention: Deputy Registrar of Securities 
Telephone: (867) 975-6590
Ontario 
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Attention: FOI Coordinator 
Telephone: (416) 593-8314
Prince Edward Island 
Securities Registry 
Office of the Attorney General B 
Consumer, Corporate and Insurance 
Services Division 
P.O. Box 2000 
Charlottetown, PE C1A 7N8 
Attention: Deputy Registrar of Securities 
Telephone: (902) 368-6288
Qu‚bec 
Autorit‚ des march‚s financiers  
800, square Victoria, 22e ‚tage  
C.P. 246, tour de la Bourse  
Montr‚al (Qu‚bec) H4Z 1G3 
Attention: Responsable de l'accŠs … 
l'information  
Telephone: (514) 395-0337 or 
(877) 525-0337 (in Qu‚bec)
Saskatchewan 
Saskatchewan Financial Services 
Commission 
Suite 601, 1919 Saskatchewan Drive 
Regina, SK S4P 4H2 
Attention: Director 
Telephone: (306) 787-5842
Yukon 
Yukon Securities Office 
Department of Community Services 
P.O. Box 2703 C-6 
Whitehorse, YT Y1A 2C6 
Attention: Superintendent of Securities 
Telephone: (867) 667-5225
Self-regulatory organization 
Investment Industry Regulatory 
Organization of Canada 
121 King Street West, Suite 1600 
Toronto, Ontario M5H 3T9 
Attention: Privacy Officer 
Telephone: (416) 364-6133 
E-mail: PrivacyOfficer@iiroc.ca 
FORM 33-109F2 
CHANGE OR SURRENDER OF INDIVIDUAL CATEGORIES 
(section 4.2 or 2.2(2) or 2.5(2))
GENERAL INSTRUCTIONS
Complete and submit this form to notify the relevant regulator(s) or, in Qu‚bec, the 
securities regulatory authority, or self-regulatory organization (SRO) that a registered 
individual or permitted individual seeks to add and/or remove individual registration 
categories or permitted activities. 
Terms 
In this form, "you", "your" and "individual" mean the registered individual or 
permitted individual who is seeking to add and/or remove  registration categories or 
permitted activities. 
How to submit this form 
Submit this form at the National Registration Database (NRD) website in NRD 
format at www.nrd.ca. 
If you are relying on the temporary hardship exemption in section 5.1 of National 
Instrument 31-102, you may submit this form in a format other than NRD format.


Item 1	Individual
Name of individual 	
NRD number of individual 	
Item 2 	Registration jurisdictions
1.	Are you filing this form under the passport system / interface for registration? 
     Only choose "no" if you are registered in:
(a)	only one jurisdiction of Canada, or
(b)	more than one jurisdiction of Canada and you are requesting a change or 
surrender:
(i)	in a non-principal jurisdiction or jurisdictions, but not in your 
principal jurisdiction.
Yes	?	No	?
2.	Check each jurisdiction where you are seeking the change or surrender of 
individual categories of registration.
?	Alberta
?	British Columbia
?	Manitoba
?	New Brunswick
?	Newfoundland and Labrador
?	Northwest Territories
?	Nova Scotia
?	Nunavut
?	Ontario
?	Prince Edward Island
?	Qu‚bec
?	Saskatchewan
?	Yukon
Item 3 	Removing categories 
What categories are you seeking to remove? 
	
Item 4 	Adding categories 
1.	What categories are you seeking to add? 
	
2.	If you are seeking registration as a representative of a mutual fund dealer or of 
a scholarship plan dealer in Qu‚bec, are you covered by your sponsoring firm's 
professional liability insurance?
Yes	?	No	?
If "No", state:
The name of your insurer	
Your policy number 	
Item 5 	Reason for surrender
If you are seeking to remove a category or permitted activity, state the reason for the 
surrender in the local jurisdiction.
	
Item 6 	Notice of collection and use of personal information
The personal information required under this form is collected on behalf of, and used 
by, the securities regulatory authorities in the jurisdictions set out in Schedule A to 
administer and enforce certain provisions of their securities legislation or derivatives 
legislation or both. 
The personal information required under this form is also collected by and used by the 
SROs set out in Schedule A  to administer and enforce their respective by-laws, 
regulations, rules, rulings and policies.
By submitting this form, the individual consents to the collection by the securities 
regulatory authorities or applicable SRO of this personal information, and any police 
records, records from other government or non-governmental regulators or SROs, 
credit records and employment records about the individual that the securities 
regulatory authorities or applicable SRO may need to complete their review of the 
information submitted in this form relating to the individual's continued fitness for 
registration or approval, if applicable, in accordance with the legal authority of the 
securities regulatory authorities while the individual is registered with or approved by 
it. Securities regulatory authorities or SROs may contact government and private 
bodies or agencies, individuals, corporations and other organizations for information 
about the individual.
If you have any questions about the collection and use of this information, contact the 
securities regulatory authorities or applicable SRO in any jurisdiction in which the 
required information is submitted. See Schedule A for details. In Qu‚bec, you can 
also contact the Commission d'accŠs … l'information at 1-888-528-7741 or visit its 
website at www.cai.gouv.qc.ca.


Item 7	Warning
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation to give false or misleading information 
on this form.
Item 8	Certification
Certification-NRD format:
I confirm I have discussed the questions in this form with an officer, branch manager 
or supervisor of my sponsoring firm. To the best of my knowledge and belief, the 
officer, branch manager or supervisor was satisfied that I fully understood the 
questions. I will limit my activities to those permitted by my category of registration.
?	I am making this submission as agent for the individual identified in this form. 
By checking this box, I certify that the individual provided me with all of the 
information on this form.
Certification-Format other than NRD format:
By signing below: 
1.	I certify to the regulator or, in Qu‚bec, the securities regulatory authority,  in 
each jurisdiction where I am submitting  this form, either directly or through 
the principal regulator, that:
*	I have read this form and understand the questions, and
*	all of the information provided on this form is true, and complete.
2.	I confirm I have discussed the questions in this form with an officer, branch 
manager or supervisor of my sponsoring firm. To the best of my knowledge 
and belief, the officer, branch manager or supervisor was satisfied that I fully 
understood the questions. I will limit my activities to those permitted by my 
category of registration.
Signature of individual 	
Date signed  	
	(YYYY/MM/DD)
By signing below, I certify to the regulator or, in Qu‚bec, the securities regulatory 
authority, in each jurisdiction where I am submitting this form for the individual, 
either directly or through the principal regulator, that:
1.	the individual identified in this form will be engaged by the firm as a registered 
individual, or a non registered individual, and
2.	I have, or a branch manager or supervisor or another officer or partner has, 
discussed the questions set out in this form with the individual. To the best of 
my knowledge and belief, the individual fully understands the questions. 
Name of firm 	
Name of authorized signing officer or partner 	
Title of authorized signing officer or partner 	
Signature of authorized signing officer or partner 	
Date signed	
	(YYYY/MM/DD)
Schedule A 
Contact information for 
Notice of collection and use of personal information
Alberta 
Alberta Securities Commission, 
4th Floor, 300 - 5th Avenue SW 
Calgary, AB T2P 3C4 
Attention: Information Officer 
Telephone: (403) 355-4151
British Columbia 
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, BC V7Y 1L2 
Attention: Freedom of Information 
Officer 
Telephone: (604) 899-6500 or (800) 373-
6393 (in BC)
Manitoba 
The Manitoba Securities Commission 
500 - 400 St. Mary Avenue 
Winnipeg, MB R3C 4K5 
Attention: Director of Registrations 
Telephone (204) 945-2548 
Fax (204) 945-0330

Nunavut 
Legal Registries Division 
Department of Justice 
Government of Nunavut 
P.O. Box 1000 Station 570 
Iqaluit, NU X0A 0H0 
Attention: Deputy Registrar of Securities 
Telephone: (867) 975-6590
Ontario 
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Attention: FOI Coordinator 
Telephone: (416) 593-8314
Prince Edward Island 
Securities Registry 
Office of the Attorney General B 
Consumer, Corporate and Insurance 
Services Division 
P.O. Box 2000 
Charlottetown, PE C1A 7N8 
Attention: Deputy Registrar of Securities 
Telephone: (902) 368-6288




New Brunswick 
New Brunswick Securities 
Commission 
Suite 300, 85 Charlotte Street 
Saint John, NB  E2L 2J2 
Attention:  Director, Regulatory 
Affairs  
Telephone: (506) 658-3060
Newfoundland and Labrador 
Securities NL 
Financial Services Regulation Division 
Department of Government Services 
P.O. Box 8700, 2nd Floor, West Block 
Confederation Building 
St. John's, NL A1B 4J6 
Attention: Manager of Registrations 
Tel: (709) 729-5661
Nova Scotia 
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
P.O. Box 458 
Halifax, NS B3J 2P8 
Attention: Deputy Director, Capital 
Markets 
Telephone: (902) 424-7768
Northwest Territories 
Government of the Northwest 
Territories 
P.O. Box 1320 
Yellowknife, NWT X1A 2L9 
Attention: Deputy Superintendent of 
Securities 
Telephone: (867) 920-8984

Qu‚bec 
Autorit‚ des march‚s financiers  
800, square Victoria, 22e ‚tage  
C.P. 246, tour de la Bourse  
Montr‚al (Qu‚bec) H4Z 1G3 
Attention: Responsable de l'accŠs … 
l'information  
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)
Saskatchewan 
Saskatchewan Financial Services 
Commission 
Suite 601, 1919 Saskatchewan Drive 
Regina, SK S4P 4H2 
Attention: Director 
Telephone: (306) 787-5842
Yukon 
Yukon Securities Office 
Department of Community Services 
P.O. Box 2703 C-6 
Whitehorse, YT Y1A 2C6 
Attention: Superintendent of Securities 
Telephone: (867) 667-5225
Self-regulatory organization 
Investment Industry Regulatory 
Organization of Canada 
121 King Street West, Suite 1600 
Toronto, Ontario M5H 3T9 
Attention: Privacy Officer 
Telephone: (416) 364-6133 
E-mail: PrivacyOfficer@iiroc.ca 


FORM 33-109F3 
BUSINESS LOCATIONS OTHER THAN HEAD OFFICE 
(section 3.2)
GENERAL INSTRUCTIONS
Complete and submit this form to notify the relevant regulator(s) or, in Qu‚bec, the 
securities regulatory authority, or self-regulatory organization (SRO) that a business 
location has opened or closed, or information about a business location has changed.
Check one of the following and complete the entire form:
?	Opening this business location
?	Closing this business location
?	Change to the information previously submitted about this business location. 
Clearly specify the information that has changed.
How to submit this form 
Submit this form at the National Registration Database (NRD) website in NRD 
format at www.nrd.ca. 
If you are relying on the temporary hardship exemption in section 5.1 of National 
Instrument 31-102, you may complete and submit this form in a format other than 
NRD format.
Item 1 	Type of business location 
Branch or Business Location	?
Sub-branch	?
Item 2 	Supervisor or branch manager
Name of designated supervisor or branch manager 	
NRD number of the designated supervisor or branch manager 	
Item 3 	Business location information
Business address 	
Mailing address (if different from business address) 	
Telephone number (	) 	
Fax number (	) 	
Item 4	Notice of collection and use of personal information
The personal information required under this form is collected on behalf of, and used 
by, the securities regulatory authorities in the jurisdictions set out in Schedule A to 
administer and enforce certain provisions of their securities legislation or derivatives 
legislation or both. 
The personal information required under this form is also collected by and used by the 
SROs set out in Schedule A to administer and enforce their respective by-laws, 
regulations, rules, rulings and policies.
By submitting this form, the individual consents to the collection by the securities 
regulatory authorities or applicable SRO of this personal information, and any police 
records, records from other government or non-governmental regulators or SROs, 
credit records and employment records about the individual that the securities 
regulatory authorities or applicable SRO may need to complete their review of the 
information submitted in this form relating to the individual's continued fitness for 
registration or approval, if applicable, in accordance with the legal authority of the 
securities regulatory authorities while the individual is registered with or approved by 
it. Securities regulatory authorities or SROs may contact government and private 
bodies or agencies, individuals, corporations and other organizations for information 
about the individual.
If you have any questions about the collection and use of this information, contact the 
securities regulatory authorities or applicable SRO in any jurisdiction in which the 
required information is submitted. See Schedule A for details. In Qu‚bec, you can 
also contact the Commission d'accŠs … l'information at 1-888-528-7741 or visit its 
website at www.cai.gouv.qc.ca.
Item 5	Warning
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation to give false or misleading information 
on this form.
Item 6	Certification
Certification-NRD format:
? 	I am making this submission as agent for the firm. By checking this box, I 
certify that the firm provided me with all of the information on this form.
Certification-Format other than NRD format: 
By signing below, I certify to the securities regulator or, in Qu‚bec, the securities 
regulatory authority, in each jurisdiction where I am submitting this form for the firm, 
either directly or through the principal regulator, that:



*	I have read this form and understand the questions, and 
*	all of the information provided on this form is true, and complete.
Name of firm 	
Name of authorized signing officer or partner 	
Title of authorized signing officer or partner 	
Signature of authorized signing officer or partner 	
Date signed 	
	(YYYY/MM/DD)
Schedule A 
Contact information for 
Notice of collection and use of personal information
Alberta 
Alberta Securities Commission, 
4th Floor, 300 - 5th Avenue SW 
Calgary, AB T2P 3C4 
Attention: Information Officer 
Telephone: (403) 355-4151
British Columbia 
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, BC V7Y 1L2 
Attention: Freedom of Information 
Officer 
Telephone: (604) 899-6500 or (800) 373-
6393 (in BC)
Manitoba 
The Manitoba Securities Commission 
500 - 400 St. Mary Avenue 
Winnipeg, MB R3C 4K5 
Attention: Director of Registrations 
Telephone (204) 945-2548 
Fax (204) 945-0330

Nunavut 
Legal Registries Division 
Department of Justice 
Government of Nunavut 
P.O. Box 1000 Station 570 
Iqaluit, NU X0A 0H0 
Attention: Deputy Registrar of Securities 
Telephone: (867) 975-6590
Ontario 
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Attention: FOI Coordinator 
Telephone: (416) 593-8314
Prince Edward Island 
Securities Registry 
Office of the Attorney General B 
Consumer, Corporate and Insurance 
Services Division 
P.O. Box 2000 
Charlottetown, PE C1A 7N8 
Attention: Deputy Registrar of Securities 
Telephone: (902) 368-6288


New Brunswick 
New Brunswick Securities 
Commission 
Suite 300, 85 Charlotte Street 
Saint John, NB  E2L 2J2 
Attention:  Director, Regulatory 
Affairs  
Telephone: (506) 658-3060
Newfoundland and Labrador 
Securities NL 
Financial Services Regulation Division 
Department of Government Services 
P.O. Box 8700, 2nd Floor, West Block 
Confederation Building 
St. John's, NL A1B 4J6 
Attention: Manager of Registrations 
Tel: (709) 729-5661
Nova Scotia 
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
P.O. Box 458 
Halifax, NS B3J 2P8 
Attention: Deputy Director, Capital 
Markets 
Telephone: (902) 424-7768
Northwest Territories 
Government of the Northwest 
Territories 
P.O. Box 1320 
Yellowknife, NWT X1A 2L9 
Attention: Deputy Superintendent of 
Securities 
Telephone: (867) 920-8984
Qu‚bec 
Autorit‚ des march‚s financiers  
800, square Victoria, 22e ‚tage  
C.P. 246, tour de la Bourse  
Montr‚al (Qu‚bec) H4Z 1G3 
Attention: Responsable de l'accŠs … 
l'information  
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)
Saskatchewan 
Saskatchewan Financial Services 
Commission 
Suite 601, 1919 Saskatchewan Drive 
Regina, SK S4P 4H2 
Attention: Director 
Telephone: (306) 787-5842
Yukon 
Yukon Securities Office 
Department of Community Services 
P.O. Box 2703 C-6 
Whitehorse, YT Y1A 2C6 
Attention: Superintendent of Securities 
Telephone: (867) 667-5225
Self-regulatory organization 
Investment Industry Regulatory 
Organization of Canada 
121 King Street West, Suite 1600 
Toronto, Ontario M5H 3T9 
Attention: Privacy Officer 
Telephone: (416) 364-6133 
E-mail: PrivacyOfficer@iiroc.ca 



FORM 33-109F4 
REGISTRATION OF INDIVIDUALS AND 
REVIEW OF PERMITTED INDIVIDUALS 
(sections 2.2 and 2.5)
GENERAL INSTRUCTIONS
Complete and submit this form to the relevant regulator(s) or in Qu‚bec, the securities 
regulatory authority,  or self-regulatory organization (SRO) if an individual is seeking 
registration in individual categories or is seeking to be reviewed as a permitted 
individual. You only need to complete and submit one of this form regardless of the 
number of categories you are seeking to be registered in.
Terms 
In this form, "you", "your" and "individual" mean the individual who is seeking 
registration or the individual who is filing this form as a permitted individual under 
securities legislation or derivatives legislation or both.
"Sponsoring firm" means the registered firm where you will carry out your duties as a 
registered or permitted individual. 
"Derivatives" means financial instruments, such as futures contracts (including 
exchange traded contracts), futures options and swaps whose market price, value or 
payment obligations are derived from, or based on, one or more underlying interests.  
Derivatives can be in the form of instruments, agreements or securities.
"Major shareholder" and "shareholder" mean a shareholder who, in total, directly or 
indirectly owns voting securities carrying 10 per cent or more of the votes carried by 
all outstanding voting securities.
"Approved person" means, in respect of a member of the IIROC (Member), an 
individual who is a partner, director, officer, employee or agent of a Member who is 
approved by the IIROC or another Canadian SRO to perform any function required 
under any IIROC or another Canadian SRO By-law, Regulation, or Policy.
Several terms used in this form are defined in the securities legislation of your 
province or territory. Please refer to those definitions.
How to submit this form
NRD format 
Submit this form at the National Registration Database (NRD) website in NRD 
format at www.nrd.ca. You are only required to submit one form regardless of the 
number of registration categories you are seeking. If you have any questions, contact 
the compliance, registration or legal department of the sponsoring firm or a legal 
adviser, or visit the NRD information website at www.nrd-info.ca.
Format, other than NRD format 
If you are relying on the temporary hardship exemption in section 5.1 of National 
Instrument 31-102 National Registration Database, you may submit this form in a 
format other than NRD format. 
If you need more space, use a separate sheet of paper. Clearly identify the Item and 
question number. Complete and sign the form, and send it to the relevant regulator(s) 
or, in Qu‚bec, the securities regulatory authority, SRO (s) or similar authority. The 
number of originally signed copies of the form you are required to submit depends on 
the province or territory, and on the regulator, the securities regulatory authority or 
SRO.
To avoid delays in processing this form, be sure to answer all of the questions that 
apply to you. If you have questions, contact the compliance, registration or legal 
department of the sponsoring firm or a legal adviser, or visit the National Registration 
Database  information website at www.nrd-info.ca.
Item 1  	Name
1. 	Legal Name
	
Last name	First name	Second name (N/A ?)	Third name (N/A ?)
NRD number (if applicable) 	
2.	Other Personal Names
Are you currently, or have you ever been, known by any names other than your full 
legal name above, for example, nicknames or names due to marriage?
Yes	?	No	?
If "yes", complete Schedule A.
3.	Use of  Other Names
Are you currently, or have you ever used, operated under, or carried on business 
under any name other than the name(s) mentioned above, for example, trade names 
for sole proprietorships or team names?
Yes	?	No	?
If "yes", complete Schedule A.
Item 2 	Residential Address
Provide all of your residential addresses, including any foreign residential addresses, 
for the past 10 years.
1.	Current and Previous Residential Addresses
	
(number, street, city, province, territory or state, country, postal code)
	
Telephone number 	
Lived at this address since (YYYY/MM) 	
If you have lived at this address for less than 10 years, complete Schedule B.
2.	Mailing Address
? 	Check here if your mailing address is the same as your current residential 
address provided above. Otherwise, complete the following:
		
(number, street, city, province, territory or state, country, postal code)
		
Item 3 	Personal Information
1.	Date of birth	
	(YYYY/MM/DD)
2.	Place of birth 	
	(city, province, territory or state, country)
3.	Gender	Female	?	Male	?
4.	Eye colour 	
5.	Hair colour 	
6.	Height 	   ? in.  or   	    ? cm
7. 	Weight 	   ? lbs. or   	    ? kg
Item 4	Citizenship
1.	Citizenship information 
What is your country of citizenship?
? 	Canada
? 	Other, specify: 	
2.	If you are a citizen of a country other than Canada, complete the following for 
that citizenship.
? 	Check here if you do not have a valid passport. Otherwise, provide:
Passport number: 	
Date of issue:	
	(YYYY/MM/DD)
Place of issue: 	
	(city, province, territory or state, country) 
Item 5 	Registration Jurisdictions
1. 	Are you filing this form under the passport system / interface for registration? 
Only choose "no" if:
(a)	you are seeking registration only in your principal jurisdiction,
(b)	you are seeking  review as a permitted individual only in your principal 
jurisdiction
and you are not currently registered under securities legislation in any 
jurisdiction of Canada, 
Yes	?	No	?
2. 	Check each jurisdiction where you are seeking registration or review as a 
permitted individual:
? 	All jurisdictions
? 	Alberta
? 	British Columbia
? 	Manitoba
? 	New Brunswick
? 	Newfoundland and Labrador
? 	Northwest Territories
? 	Nova Scotia
? 	Nunavut
? 	Ontario
? 	Prince Edward Island
? 	Qu‚bec
? 	Saskatchewan
? 	Yukon


Item 6 	Individual Categories
1.	On Schedule C, check each category for which you are seeking registration as an 
individual or review as a permitted individual. If you are seeking review as a 
permitted individual, check each category that describes your position with your 
sponsoring firm.
2.	If you are seeking registration as a representative of a mutual fund dealer or of a 
scholarship plan dealer in Qu‚bec, are you covered by your sponsoring firm's 
professional liability insurance?
Yes	?	No	?
If "No", state:
The name of your insurer 	
Your policy number 	
Item 7 	Address and Agent for Service
1.	Address for Service
You must have one address for service in each province or territory where you are 
submitting this form. A residential address or a business address is acceptable. A post 
office box is not acceptable. Complete Schedule D for each additional address for 
service you are providing.
Address for service: 
		
(number, street, city, province or territory, postal code)
Telephone number	
Fax number, if applicable	
E-mail address, if available	
2.	Agent for Service
If you have appointed an agent for service, provide the following information for the 
agent in each province or territory where you have an agent for service. The address 
of your agent for service must be the same as the address for service above. If your 
agent for service is not an individual, provide the name of your contact person.


Name of agent for service: 	
Contact person:	
	Last name, First name
Item 8 	Proficiency
1.	Course or Examination Information and Other Education
Complete Schedule E to indicate each course and examination that is required for 
registration or approval and that you have successfully completed or have been 
exempted from. 
?	Check here if you are not required under securities legislation or derivatives 
legislation or both, or the rules of an SRO to satisfy any course or examination 
requirements.
2.	Student Numbers
If you have a student number for a course that you successfully completed with one of 
the following organizations,  provide it below:
CSI Global Education (formerly Canadian Securities Institute):	
IFSE Institute (formerly IFIC):	
Institute of Canadian Bankers (ICB):	
CFA Institute (formerly AIMR):	
Advocis (formerly CAIFA):	
3. 	Exemption Refusal
Has any securities regulator, derivatives regulator or SRO refused to grant you an 
exemption from a course, examination or experience requirement?
Yes	?	No	?
If "Yes", complete Schedule F.
Item 9 	Location of Employment
1.	Provide the following information for your new sponsoring firm. If you will 
be working out of more than one location, provide the following information for the 
location out of which you will be doing most of your business. 


NRD location number: 	
Unique Identification Number (optional) :	
Business address: 	
	(number, street, city, province, territory or state, country, postal code)
Telephone number: (	) 	 Fax number: (	) 	
2.	If the firm has a foreign head office, and/or you are not a resident of Canada, 
provide the address for the location in which you will be conducting business.
Business address: 	
	(number, street, city, province, territory or state, country, postal code)
Telephone number: (	) 	 Fax number: (	) 	
[The following under #3 "Type of location", #4 and #5 is for a Format other than 
NRD format only]
3.	Type of location - for Format other than NRD format only:
? Head office	? Branch or Business Location	? Sub-branch
4.	Name of branch manager: 	
5.	?  Check here if the mailing address of the location is the same as the business 
address provided above. Otherwise, complete the following:
Mailing address: 	
	(number, street, city, province, territory or state, country, postal code)
Item 10 	Current Employment, Other Business Activities, Officer Positions Held 
and Directorships
Complete a separate Schedule G for each of your current business and employment 
activities, including employment and business activities with your sponsoring firm 
and any employment and business activities outside your sponsoring firm. Also 
include all business related officer or director positions and any other equivalent 
positions held, whether you receive compensation or not.
Item 11 	Previous Employment and Other Activities 
On Schedule H, complete your employment and other activities history for the past 
10-years.  


Item 12 	Resignations and Terminations
Have you ever resigned, been terminated or been dismissed for cause by an employer 
from a position following allegations that you:
1. 	Violated any statutes, regulations, rules or standards of conduct?
Yes	?	No	?
If "Yes", complete Schedule I Item 12.1.
2. 	Failed to appropriately supervise compliance with any statutes, regulations, 
rules or standards of conduct?
	Yes	?	No	?
If "Yes", complete Schedule I Item 12.2.
3. 	Committed fraud or the wrongful taking of property, including theft?
	Yes	?	No	?
If "Yes", complete Schedule I Item 12.3.
Item 13 	 Regulatory Disclosure 
1. 	Securities and Derivatives Regulation
a)	Other than a registration or permitted individual status that has been recorded 
under this NRD number, are you now, or have you ever been, registered or 
licensed with any securities regulator or derivatives regulator or both in any 
province, territory, state or country to trade in or advise on securities or 
derivatives or both?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.1(a).
b)	Have you ever been refused registration or a licence to trade in or advise on 
securities or derivatives or both in any province, territory state or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.1(b).
c)	Have you ever been denied the benefit of any exemption from registration 
provided in any securities or derivatives or both legislation or rules in any 
province, territory, state or country, other than what was disclosed in Item 8(3) 
of this form?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.1(c).
d)	Are you now, or have you ever been subject to any disciplinary proceedings or 
any order resulting from disciplinary proceedings under any securities 
legislation or derivatives legislation or both in any province, territory, state or 
country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.1(d).
2.	SRO Regulation
a) 	Other than an approval that has been recorded under this NRD number, are you 
now, or have you ever been, an approved person of an SRO or similar 
organization in any province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item13.2(a).
b) 	Have you ever been refused approved person status by an SRO or similar 
organization in any province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.2(b).
c) 	Are you now, or have you ever been, subject to any disciplinary proceedings 
conducted by any SRO or similar organization in any province, territory, state 
or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.2(c).
3.	Non-Securities Regulation 
a)	Are you now, or have you ever been, registered or licensed under any 
legislation which requires registration or licensing to deal with the public in 
any capacity other than to trade in or advise on securities or derivatives or both 
in any province, territory, state or country (e.g. insurance, real estate, 
accountant, lawyer, teacher)?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.3(a)
b) 	Have you ever been refused registration or a licence under any legislation 
relating to your professional activities unrelated to securities or derivatives in 
any province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.3(b).
c) 	Are you now, or have you ever been, a subject of any disciplinary actions 
conducted under any legislation relating to your professional activities 
unrelated to securities or derivatives in any province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule J, Item 13.3(c).
Item 14 	Criminal Disclosure
Offences you must disclose 
You must disclose all criminal offences committed in any province, territory, state or 
country. This includes, but is not limited to, criminal offences under federal statutes 
such as the Criminal Code (Canada), Income Tax Act (Canada), the Competition Act 
(Canada), Immigration Act (Canada) and the Controlled Drugs and Substances Act 
(Canada) (or its predecessor, the Narcotic Control Act (Canada)). This includes pleas 
or findings of guilt for impaired driving, which are Criminal Code (Canada) matters. 
If you have been found guilty of a criminal offence, you must disclose the offence 
even if you have been granted an absolute or conditional discharge. 
With respect to questions 14.2 and 14.4, if you or your firm has been found guilty of a 
criminal offence, or participated in the Alternative Measures Program within the past 
three years, you must disclose that offence even if an absolute or conditional 
discharge has been granted, or the charge has been dismissed, withdrawn or stayed. 
Some exceptions apply to stayed charges, and the Alternative Measures Program 
which are outlined below.
If you do not disclose a criminal offence under any statute other than the Young 
Offenders Act (Canada) or the Youth Criminal Justice Act (Canada), regulators or, in 
Qu‚bec, the securities regulatory authority or self regulatory organization may treat it 
as a non-disclosure of material information.
Offences you do not have to disclose 
The appropriate response is "No" if any of the following circumstances apply.
You are not required to disclose:
*	crimes for which you received an absolute or conditional discharge if the crime 
has been purged from the criminal records in accordance with the Criminal 
Records Act (Canada)
*	speeding, parking violations or any offence for which a pardon has been granted 
under the Criminal Records Act (Canada) and the pardon has not been revoked
*	stayed charges for summary conviction offences that have been stayed for six 
months or more
*	stayed charges for indictable offences that have been stayed for a year or more, 
and
*	offences under the Young Offenders Act (Canada) or the Youth Criminal Justice 
Act (Canada)
With respect to questions 14.2 and 14.4, you are not required to disclose an offence 
for which you or your firm was found guilty if you or the firm participated in the 
Alternative Measures Program more than three years ago for that offence. 
1. 	Are there any outstanding or stayed charges against you alleging a criminal 
offence that was committed in any province, territory, state or country? 
	Yes	?	No	?
If "Yes", complete Schedule K, Item 14.1.
2. 	Have you ever been found guilty, pleaded no contest to, or granted an absolute 
or conditional discharge from any criminal offence that was committed in any 
province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule K, Item 14.2.
3. 	To the best of your knowledge, are there any outstanding charges against any 
firm of which you were, at the time the criminal offence was alleged to have 
taken place in any province, territory, state or country, a partner, director, 
officer or major shareholder?
	Yes	?	No	?
If "Yes", complete Schedule K, Item 14.3.
4. 	To the best of your knowledge, has any firm, when you were a partner, officer, 
director or major shareholder, ever been found guilty, pleaded no contest to or 
granted an absolute or conditional discharge from a criminal offence that was 
committed in any province, territory, state or country?
	Yes	?	No	?
If "Yes", complete Schedule K, Item 14.4 .


Item 15 	Civil Disclosure
1. 	Are there currently any outstanding civil actions alleging fraud, theft, deceit, 
misrepresentation or similar misconduct against you or a firm where you are or 
were a partner, director, officer or major shareholder in any province, territory, 
state or country?
	Yes	?	No	?
If "Yes", complete Schedule L, Item 15.1.
2.	Have you or a firm where you are or were a partner, director, officer or major 
shareholder ever been a defendant or respondent in any civil proceeding in 
which fraud, theft, deceit, misrepresentation or similar misconduct is, or was, 
successfully established in a judgment in any province, territory, state or 
country?
	Yes	?	No	?
If "Yes", complete Schedule L, Item 15.2.
Item 16 	Financial Disclosure
1. 	Bankruptcy
Under the laws of any applicable jurisdiction, have you or has any firm when you 
were a partner, director, officer or major shareholder of that firm:
a) 	Had a petition in bankruptcy issued or made a voluntary assignment in 
bankruptcy or any similar proceeding?
	Yes	?	No	?
If "Yes", complete Schedule M, Item  16.1(a).
b) 	Made a proposal under any legislation relating to bankruptcy or insolvency or 
any similar proceeding?
	Yes	?	No	?
If "Yes", complete Schedule M, Item  16.1(b).
c) 	Been subject to proceedings under any legislation relating to the winding up or 
dissolution of the firm, or under the Companies' Creditors Arrangement Act 
(Canada)? 
	Yes	?	No	?
If "Yes", complete Schedule M, Item 16.1(c).
d) 	Been subject to or initiated any proceedings, arrangement or compromise with 
creditors? This includes having a receiver, receiver-manager, administrator or 
trustee appointed by or at the request of creditors, privately, through court 
process or by order of a regulatory authority, to hold your assets.
	Yes	?	No	?
If "Yes", complete Schedule M, Item 16.1(d).
2.	Debt Obligations
Over the past 10 years, have you failed to meet a financial obligation of $5,000 or 
more as it came due or, to the best of your knowledge, has any firm, while you were a 
partner, director, officer or major shareholder of that firm, failed to meet any financial 
obligation of $5,000 or more as it came due?
Yes	?	No	?
If "Yes", complete Schedule M, Item 16.2.
3. 	Surety Bond or Fidelity Bond
Have you ever been refused for a surety or fidelity bond?
Yes	?	No	?
If "Yes", complete Schedule M, Item 16.3.
4. 	Garnishments, Unsatisfied Judgments or Directions to Pay
Has any federal, provincial, territorial, state authority or court ever issued any of the 
following against you regarding your indebtedness or, to the best of your knowledge, 
the indebtedness of a firm where you are or were a partner, director, officer or major 
shareholder: 
	Yes	No
Garnishment	?	?
Unsatisfied judgment	?	?
Direction to pay	?	?
If "Yes", complete Schedule M, Item 16.4.
Item 17 	Ownership of Securities and Derivatives Firms
Are you now, or have you ever been, a partner or major shareholder of any firm 
(including your sponsoring firm) whose business is trading in or advising on 
securities or derivatives or both?
Yes	?	No	?
If "Yes", complete Schedule N.
Item 18 	Agent for Service
By submitting this form, you certify that in each jurisdiction of Canada where you 
have appointed an agent for service, you have completed the appointment of agent for 
service required in that jurisdiction.
Item 19 	Submission to Jurisdiction
By submitting this form, you agree to be subject to the securities legislation or 
derivatives legislation or both of each jurisdiction of Canada, and to the by-laws, 
regulations, rules, rulings and policies (collectively referred to as "rules" in this form) 
of the SROs to which you have submitted this form. This includes the jurisdiction of 
any tribunals or any proceedings that relate to your activities as a registrant or a 
partner, director or officer of a registrant under that securities legislation or 
derivatives legislation or both or as an Approved Person under SRO rules. 
Item 20 	Notice of Collection and use of Personal Information
The personal information required under this form is collected on behalf of, and used 
by, the securities regulatory authorities in the jurisdictions set out in Schedule O to 
administer and enforce certain provisions of their securities legislation or derivatives 
legislation or both. 
By submitting this form, the individual consents to the collection by the securities 
regulatory authorities of this personal information, and any police records, records 
from other government or non-governmental regulators or SROs, credit records and 
employment records about the individual that the securities regulatory authorities may 
need to complete their review of the information submitted in this form relating to the 
individual's continued fitness for registration or approval, if applicable, in accordance 
with the legal authority of the securities regulatory authorities while the individual is 
registered with or approved by it. Securities regulatory authorities may contact 
government and private bodies or agencies, individuals, corporations and other 
organizations for information about the individual.
If you have any questions about the collection and use of this information, contact the 
securities regulatory authority in any jurisdiction in which the required information is 
submitted. See Schedule O for details. In Qu‚bec, you can also contact the 
Commission d'accŠs … l'information at 1-888-528-7741 or visit its website at 
www.cai.gouv.qc.ca.
SROs 
The principal purpose for the collection of personal information is to assess your 
suitability for registration or approval and to assess your continued fitness for 
registration or approval in accordance with the applicable securities legislation and 
the rules of the SROs. 
By submitting this form, you authorize the SROs to which this form is submitted to 
collect any information from any source whatsoever. This includes, but is not limited 
to, personal confidential information about you that is otherwise protected by law 
such as, police, credit, employment, education and proficiency course completion 
records, and records from other government or non-governmental regulatory 
authorities, securities commissions, stock exchanges, or other SROs, private bodies, 
agencies, individuals or corporations, as may be necessary for the SROs to complete 
their review of your form or continued fitness for registration or approval in 
accordance with their rules for the duration of the period you remain so registered or 
approved. You further consent to and authorize the transfer of confidential 
information between SROs, securities commissions or stock exchanges from whom 
you now, or may in the future, seek registration or approval, or with which you are 
currently registered or approved for the purpose of determining fitness or continued 
fitness for registration or approval or in connection with the performance of an 
investigation or other exercise of regulatory authority, whether or not you are 
registered with or approved by them. 
By submitting this form, you certify that you understand the rules of the applicable 
SROs of which you are seeking registration or approval or of which your sponsoring 
firm is a member or participating organization. You also undertake to become 
conversant with the rules of any SROs of which you or your sponsoring firm becomes 
a member or participating organization. You agree to be bound by, observe and 
comply with these rules as they are from time to time amended or supplemented, and 
you  agree to keep yourself fully informed about them as they are amended and 
supplemented. You submit to the jurisdiction of the SROs from whom you are 
seeking registration or approval, or of which your sponsoring firm is now or in the 
future becomes a member or participating organization and, wherever applicable, 
their Governors, Directors and Committees. You agree that any registration or 
approval granted pursuant to this form may be revoked, terminated or suspended at 
any time in accordance with the then applicable rules of the respective SROs. In the 
event of any such revocation or termination, you must terminate all activities which 
require registration or approval and, thereafter, not perform services that require 
registration or approval for any member of the SROs or any approved affiliated 
company or other affiliate of such member without obtaining the approval of or 
registration with the SROs, in accordance with their rules. 
By submitting this form, you undertake to notify the SROs from whom you are 
seeking registration or approval or with which you are currently or may in the future 
be registered or approved of any material change to the information herein provided 
in accordance with their respective rules. You agree to the transfer of this  form, 
without amendment, to other SROs in the event that at some time in the future you 
seek registration or approval from such other SROs. 
You certify that you have discussed the questions in this form, together with this 
Agreement, with an Officer or Branch Manager of your sponsoring member firm and, 
to your knowledge and belief, the authorized Officer or Branch Manager was satisfied 
that you fully understood the questions and the terms of this Agreement. You further 
certify that your business activities that are subject to securities rules and derivatives 
rules or both will be limited strictly to those permitted by the category of your 
registration or approval.
Item 21 	Warning
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation to give false or misleading information 
on this form.
Item 22 	Certification
1.	Certification - NRD format
I confirm I have discussed the questions in this form with an officer, branch manager 
or supervisor of my sponsoring firm. To the best of my knowledge, the officer, branch 
manager or supervisor was satisfied that I fully understood the questions. I will limit 
my activities to those permitted by my category of registration. 
? 	I am making this submission as agent for the individual identified in this form. 
By checking this box, I certify that the individual provided me with all of the 
information on this form.
2. 	Certification - Format other than NRD format
Individual
By signing below, I certify to the regulator, or in Qu‚bec the securities regulatory 
authority, in each jurisdiction where I am filing or submitting this form, either directly 
or through the principal regulator, that:
*	I have read this form and understand the questions, and 
*	all of the information provided on this form is true, and complete.
Signature of individual 		Date 		
Authorized partner or officer of the firm  
By signing below, I certify to the regulator, or in Qu‚bec the securities regulatory 
authority, in each jurisdiction where I am submitting this form, either directly or 
through the principal regulator, for the individual that:
?	the individual identified in this form will be engaged by the sponsoring firm as 
a registered individual or a permitted individual, and
?	I have, or a branch manager, or supervisor, or another officer or partner has, 
discussed the questions set out in this form with the individual and, to the best 
of my knowledge, the individual fully understands the questions. 
Name of firm 	
Name of authorized signing officer or partner	
Title of authorized signing officer or partner	
Signature of authorized signing officer or partner	
Date signed	
	(YYYY/MM/DD)
SCHEDULE A 
Names (Item 1)
Item 1.2	Other Personal Names
Name 1:
	
Last name	First name	Second name (N/A ?)		Third name (N/A ?)
Provide the reasons for the use of this name (for example, marriage, divorce, court 
order, commonly used name or nickname)? 	
When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Name 2:
	
Last name	First name	Second name (N/A ?)		Third name (N/A ?)
Provide the reasons for the use of this name (for example, marriage, divorce, court 
order, commonly used name or nickname)? 	
When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Name 3:
	
Last name	First name	Second name (N/A ?)		Third name (N/A ?)
Provide the reasons for the use of this name (for example, marriage, divorce, court 
order, commonly used name or nickname)? 	



When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Item 1.3	Use of Other Names
Name 1:
Name: 	
Provide the reasons for the use of this other name (for example, trade name or team 
name)?:
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	?	No	?
When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Name 2:
Name: 	
Provide the reasons for the use of this other name (for example, trade name or team 
name): 
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	?	No	?
When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Name 3:
Name: 	
Provide the reasons for the use of this other name (for example, trade name or team 
name): 
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	?	No	?
When did you use this name?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
SCHEDULE B 
Residential address (Item 2) 
Item 2.1	Current and Previous Residential Addresses
If you have lived at your current address for less than 10 years, list all previous 
addresses for the past 10 years.
You do not have to include a postal code or ZIP code, or a telephone number for any 
previous address.
Address 1:
Residential address: 	
     (number, street, city, province, territory or state, country)

When did you live at this address?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Address 2:
Residential address: 	
	(number, street, city, province, territory or state, country)
When did you live at this address?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
Address 3:
Residential address: 	
	(number, street, city, province, territory or state, country)
When did you live at this address?
From:
To:

__________________
 (YYYY/MM)
__________________
 (YYYY/MM)
SCHEDULE C 
Individual Categories (Item 6) 
Check each category for which you are seeking registration, approval or review as a 
permitted individual.
Categories common to all jurisdictions  under securities legislation 
Firm categories [Format other than NRD format only]
[  ] Investment Dealer
[  ] Mutual Fund Dealer
[  ] Scholarship Plan Dealer
[  ] Exempt Market Dealer
[  ] Restricted Dealer
[  ] Portfolio Manager
[  ] Restricted Portfolio Manager
[  ] Investment Fund Manager
Individual categories and permitted activities
[  ] Dealing Representative
[  ] Advising Representative
[  ] Associate Advising Representative
[  ] Ultimate Designated Person
[  ] Chief Compliance Officer
[  ] Officer - Specify title:
[  ] Director
[  ] Partner
[  ] Shareholder 
[  ] Branch Manager (MFDA members only)
[  ] IIROC approval only

Investment Industry Regulatory Organization of Canada
Approval categories
[  ] Executive
[  ] Director (Industry)
[  ] Director (Non-Industry)
[  ] Supervisor
[  ] Investor
[  ] Registered Representative
[  ] Investment Representative
[  ] Trader
Additional approval categories
[  ] Chief Compliance Officer
[  ] Chief Financial Officer
[  ] Ultimate Designated Person
Products
[  ] Non-Trading
[  ] Securities
[  ] Options
[  ] Futures Contracts and Futures Contract Options 
[  ] Mutual Funds only
Customer type
[  ] Retail
[  ] Institutional
[  ] Not Applicable
Portfolio management
[  ] Portfolio Management

Categories under local commodity futures and derivatives legislation
Ontario
Firm categories
[  ] Commodity Trading Adviser
[  ] Commodity Trading Counsel
[  ] Commodity Trading Manager
[  ] Futures Commission Merchant
Individual categories and permitted activities
[  ] Advising Representative
[  ] Salesperson
[  ] Branch Manager
[  ] Officer - Specify title:
[  ] Director
[  ] Partner
[  ] Shareholder 
[  ] IIROC approval only
Manitoba 
Firm categories
[  ] Dealer (Merchant)
[  ] Dealer (Futures Commission Merchant)
[  ] Dealer (Floor Broker)
[  ] Adviser
[  ] Local

Individual categories and permitted activities 
[  ] Floor Trader
[  ] Salesperson
[  ] Branch Manager
[  ] Adviser
[  ] Officer - Specify title:
[  ] Director
[  ] Partner
[  ] Futures Contracts Portfolio Manager
[  ] Associate Futures Contracts Portfolio Manager
[  ] IIROC approval only
[  ] Local
Qu‚bec - activities relating to derivatives
For information purposes, indicate whether you will carry on activities as a 
representative of:
[  ] An Investment Dealer Acting as a Derivatives Dealer
[  ] A Portfolio Manager Acting as a Derivatives Portfolio Manager
SCHEDULE D 
Address and agent for service (Item 7) 
Item 7.1	Address for Service
You must have one address for service in each province or territory in which you are 
now, or are seeking to become, a registered individual or permitted individual. A post 
office box is not an acceptable address for service.
Address for service: 	
        	(number, street, city, province or territory, postal code)
Telephone number: (	) 	Fax number: (___) 	
E-mail address:	


Item 7.2	Agent for Service
If you have appointed an agent for service, provide the following information about 
the agent. The address for service provided above must be the address of the agent 
named below.
Name of agent for service: 
	
(if applicable)
Contact person: 	
	Last name, First name
SCHEDULE E 
Proficiency (Item 8)
Item 8.1	Course or examination information and other education
Course or 
examination or other 
education
Date completed 
(YYYY/MM/DD)
Date exempted 
(YYYY/MM/DD)
Regulator / 
securities 
regulatory 
authority 
granting the 
exemption
















SCHEDULE F 
Proficiency (Item 8.3) 
Item 8.3	Exemption Refusal
Complete the following for each exemption that was refused.
1. 	Which securities regulator, derivatives regulator or SRO refused to grant the 
exemption?
	
State the name of the course, examination or experience requirement:
	
State the reason given for not being granted the exemption:
	
Date exemption refused: 	
	(YYYY/MM/DD)
2. 	Which securities regulator, derivatives regulator or SRO refused to grant the 
exemption?
	
State the name of the course, examination or experience requirement:
	
State the reason given for not being granted the exemption:
	
Date exemption refused: 	
	(YYYY/MM/DD)
3. 	Which securities regulator, derivatives regulator or SRO refused to grant the 
exemption?
		
State the name of the course, examination or experience requirement:
	
State the reason given for not being granted the exemption:
	
Date exemption refused: 	
	(YYYY/MM/DD)


SCHEDULE G 
Current employment, other business activities, officer positions held and 
directorships 
(Item 10) 
Complete a separate Schedule G for each of your current business and employment 
activities with your sponsoring firm and with all other organizations. This includes 
any business related officer or director positions held, or any other equivalent 
positions held, whether you receive compensation or not.
1.	Start date ___________________________
	(YYYY/MM/DD)
2.	 Firm Information
? Check here if this activity is employment with your sponsoring firm. 
If the activity is with your sponsoring firm, you are not required to indicate the firm 
name and address information below: 
Name of business or employer: 	
Address of business or employer: 	
	(number, street, city, province, territory or state, country)
Name and title of your immediate supervisor: 	
3.	Description of Duties
Describe all employment and business activities related to this employer. Include the 
nature of the business and your duties, title or relationship with the business. If you 
are seeking registration that requires specific experience, include details with this firm 
such as level of responsibility, value of accounts under direct supervision, number of 
years of experience, and percentage of time spent on each activity.
	
4.	Number of Work Hours per Week
How many hours per week do you devote  to this business or employment? 	 
If this activity is employment with your sponsoring firm and you work less than 30 
hours per week, explain why. 
	
5.	Conflicts of Interest
If you have more than one employer or are engaged in business related activities, 
disclose any potential for confusion by clients and any potential for conflicts of 
interest arising from your multiple employment or business related activities or 
proposed business related activities. Include whether or not any of your employers or 
organizations where you engage in business related activities are listed on an 
exchange. Confirm whether the firm has procedures for minimizing potential conflicts 
of interest and if so, confirm that you are aware of these procedures.
If you do not perceive any conflicts of interest arising from this employment, explain 
why.
	
SCHEDULE H 
Previous employment and other activities (Item 11) 
Provide the following information for each of your employment and other activities in 
the past 10-years. Account for all of your time, including full-time and part-time 
employment, self-employment or military service. Include your status for each, such 
as unemployed, full-time student, or other similar statuses. Do not include short-term 
employment of four months or less while a student, unless it was in the securities, 
derivatives or financial industry.
In addition to the information required in the paragraph above, if you were employed 
or had business activities in the securities or derivatives industry or both during and 
before the 10-year period, disclose all your securities and derivatives or both 
employment or business activities (both before and during the 10-year period).
? Unemployed
? Full-time student
? Employed or self-employed
From:  	
	(YYYY/MM)
To: 	
	(YYYY/MM)
Complete the following only if you are, or were, employed or self-employed during 
this period.
Name of business or employer:
	


Address of business or employer:
	
(number, street, city, province, territory or state, country)
Name and title of immediate supervisor, if applicable:
	
Describe the firm's business, your position, duties and your relationship to the firm. If 
you are seeking registration in a category of registration that requires specific 
experience, include details of that experience. Examples include level of 
responsibility, value of accounts under direct supervision, number of years of that 
experience and research experience, and percentage of time spent on each activity.
Reason why you left the firm:
	
	
	
SCHEDULE I 
Resignations and terminations (Item 12)
Item 12.1
For each allegation of violation of any statutes, regulations, rules or 
internal/external standards of conduct, state below (1) the name of the firm 
from which you resigned, were terminated or dismissed for cause, (2) whether 
you resigned, were terminated or dismissed for cause, (3) the date you 
resigned, were terminated or dismissed for cause, and (4) the circumstances 
relating to your resignation, termination or dismissal for cause.
			
Item 12.2
For each allegation of failure to supervise compliance with any statutes, 
regulations, rules or standards of conduct, state below, (1) the name of the firm 
from which you resigned, were terminated or dismissed for cause, (2) whether 
you resigned, were terminated or dismissed for cause, (3) the date you 
resigned, were terminated or dismissed for cause, and (4)  the circumstances 
relating to your resignation, termination or dismissal for cause.
			


Item 12.3
For each allegation of fraud or the wrongful taking of property, including theft, 
state below (1) the name of the firm from which you resigned, were terminated 
or dismissed for cause, (2) whether you resigned, were terminated or dismissed 
for cause, (3)  the date you resigned, were terminated or dismissed for cause, 
and (4) the circumstances relating to your resignation, termination or dismissal 
for cause.
			
SCHEDULE J 
Regulatory disclosure (Item 13) 
Item 13.1	Securities and Derivatives Regulation 
a) 	For each registration or licence, state below (1) the name of the firm, (2) the 
securities or derivatives regulator with which you are, or were, registered or 
licensed, (3) the type or category of registration or licence, and (4) the period 
that you held the registration or licence. 
	
b) 	For each registration or licence refused, state below (1) the name of the firm, 
(2) the securities or derivatives regulator that refused the registration or licence, 
(3) the type or category of registration or licence refused, (4) the date of the 
refusal, and (5) the reasons for the refusal.
	
c) 	For each exemption from registration denied or licence refused, other than 
what was disclosed in Item 8(3) of this form, state below (1) the party that was 
refused the exemption from registration or licence, (2) the securities or 
derivatives regulator that refused the exemption from registration or licence, 
(3) the type or category or registration or licence refused, (4) the date of the 
refusal, and (5) the reasons for the refusal.
	
d) 	For each order or disciplinary proceeding, state below (1) the name of the firm, 
(2) the securities or derivatives regulator that issued the order or is conducting 
or conducted the proceeding, (3) the date any notice of proceeding was issued, 
(4) the date any order or settlement was made, (5) a summary of any notice, 
order or settlement (including any sanctions imposed), (6) whether you are or 
were a partner, director, officer or major shareholder of the firm and named 
individually in the order or disciplinary proceeding, and (7) any other relevant 
details.
	
Item 13.2 	SRO Regulation
a) 	For each approval, state below (1) the name of the firm, (2) the SRO with 
which you are or were an approved person, (3) the categories of approval, and 
(4) the period that you held the approval.
	
b) 	For each approval refused, state below (1) the name of the firm, (2) the SRO 
that refused the approval, (3) the category of approval refused, (4) the date of 
the refusal, and (5) the reasons for the refusal.
	
c) 	For each order or disciplinary proceeding, state below (1) the name of the firm, 
(2) the SRO that issued the order or that is, or was, conducting the proceeding, 
(3) the date any notice of proceeding was issued, (4) the date any order or 
settlement was made, (5) a summary of any notice, order or settlement 
(including any sanctions imposed), (6) whether you are or were a partner, 
director, officer or major shareholder of the firm and named individually in the 
order or disciplinary proceeding, and (7) any other information that you think 
is relevant or that the regulator or, in Qu‚bec, the securities regulatory 
authority may request.
	
Item 13.3	Non-Securities Regulation
a) 	For each registration or licence, state below (1) the party who is, or was, 
registered or licensed (if insurance licensed, also indicate the name of the 
insurance agency), (2) with which regulatory authority, or under what 
legislation, the party is, or was, registered or licensed, (3) the type or category 
of registration or licence, and (4) the period that the party held the registration 
or licence.
	
b) 	For each registration or licence refused, state below (1) the party that was 
refused registration or licensing (if insurance licensed, also indicate the name 
of the insurance agency), (2) with which regulatory authority, or under what 
legislation, the registration or licence was refused, (3) the type or category of 
registration or licence refused, (4) the date of the refusal, and (5) the reasons 
for the refusal.
	
c) 	For each order or disciplinary proceeding, indicate below (1) the party against 
whom the order was made or the proceeding taken (if insurance licensed, 
indicate the name of the insurance agency), (2) the regulatory authority that 
made the order or that is, or was, conducting the proceeding, or under what 
legislation the order was made or the proceeding is being, or was conducted, 
(3) the date any notice of proceeding was issued, (4) the date any order or 
settlement was made, (5) a summary of any notice, order or settlement 
(including any sanctions imposed), (6) whether you are or were a partner, 
director, officer or major shareholder of the firm and named individually in the 
order or disciplinary proceeding and (7) any other information that you think is 
relevant or that the regulatory authority may request.
	
SCHEDULE K 
Criminal disclosure (Item 14)
Item 14.1
For each charge, state below (1) the type of charge, (2) the date of the charge, 
(3) any trial or appeal dates, and (4) the court location.
	
Item 14.2
For each finding of guilty, pleading no contest to, or granting of an absolute or 
conditional discharge from a criminal offence state below (1) the offence, (2) 
the date found guilty, and (3) the disposition (any penalty or fine and the date 
any fine was paid).
	
Item 14.3
For each charge, state below (1) the name of the firm, (2) the type of charge, 
(3) the date of the charge, (4) any trial or appeal dates, and (5) the court 
location.
	
Item 14.4
For each finding of guilty, pleading no contest to, or granting of an absolute or 
conditional discharge from a criminal offence state below (1) the name of the 
firm, (2) the offence, (3) the date of the conviction, and (4) the disposition (any 
penalty or fine and the date any fine was paid).
	
SCHEDULE L 
Civil disclosure (Item 15)
Item 15.1
For each outstanding civil proceeding, state below (1) the dates the statement 
of claim and statement of defence were issued, (2) the name of the plaintiff(s) 
in the proceeding, (3) whether the proceeding is pending or on appeal, (4) 
whether the proceeding was against a firm where you are, or were, a partner, 
director, officer or major shareholder and whether you have been named 
individually in the allegations, and (5) the jurisdiction where the action is being 
pursued.
	
Item 15.2
For each civil proceeding, state below (1) the dates the statement of claim and 
statement of defence were issued, (2) each plaintiff in the proceeding, (3) the 
jurisdiction where the action was pursued, (4) whether the proceeding was 
about a firm where you are, or were, a partner, director, officer or major 
shareholder and whether you have been named individually in the allegations 
and (5) a summary of any disposition or any settlement over $10,000. You 
must disclose any actions settled without admission of liability.
	
SCHEDULE M 
Financial Disclosure (Item 16)
Item 16.1 Bankruptcy
(a)	For each event, state below (1) the date of the petition or voluntary assignment, 
(2) the person or firm about whom this disclosure is being made, (3) any 
amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a 
summary of any disposition or settlement, (7) date of discharge or release, if 
applicable, and (8) any other information that you think is relevant or that the 
regulator or, in Qu‚bec, the securities regulatory authority may request.
	
(b)	For each event, state below (1) the date of the proposal, (2) the person or firm 
about whom this disclosure is being made, (3) any amounts currently owing, 
(4) the creditors, (5) the status of the matter, (6) a summary of any disposition 
or settlement, and (7) any other information that you think is relevant or that 
the regulator or, in Qu‚bec, the securities regulatory authority  may request.
	
(c)	For each event, state below (1) the date of the proceeding, (2) the person or 
firm about whom this disclosure is being made, (3) any amounts currently 
owing, (4) the creditors, (5) the status of the matter, (6) a summary of any 
disposition or settlement, and (7) any other information that you think is 
relevant or that the regulator or, in Qu‚bec, the securities regulatory authority  
may request.
	
(d)	For each proceeding, arrangement or compromise with creditors, state below 
(1) the date of proceeding, (2) the person or firm about whom this disclosure is 
being made, (3) any amounts currently owing, (4) the creditors, (5) the status of 
the matter, (6) a summary of any disposition or settlement, and (7) any other 
information that you think is relevant or that the regulator or, in Qu‚bec, the 
securities regulatory authority may request.
	
Item 16.2 	Debt obligation
For each event, state below (1) the person or firm that failed to meet its financial 
obligation, (2) the amount that was owing at the time the person or firm failed to meet 
its financial obligation, (3) the person or firm to whom the amount is, or was, owing, 
(4) any relevant dates (for example, when payments are due or when final payment 
was made), (5) any amounts currently owing, and (6) any other information that you 
think is relevant or that the regulator or, in Qu‚bec, the securities regulatory authority 
may request, including why obligation has not been met/satisfied.
		
Item 16.3 	Surety bond or fidelity bond
For each bond refused, state below (1) the name of the bonding company, (2) the 
address of the bonding company, (3) the date of the refusal, and (4) the reasons for the 
refusal.
		
Item 16.4 	Garnishments, unsatisfied judgments or directions to pay
For each garnishment, unsatisfied judgment or direction to pay regarding your 
indebtedness, indicate below (1) the amount that was owing at the time the 
garnishment, judgment or direction to pay was rendered, (2) the person or firm to 
whom the amount is, or was, owing, (3) any relevant dates (for example, when 
payments are due or when final payment was made), (4) the percentage of earnings to 
be garnished or the amount to be paid, (5) any amounts currently owing, and (6) any 
other information that you think is relevant or that the regulator or, in Qu‚bec, the 
securities regulatory authority may request.
		
SCHEDULE N 
Ownership of securities and derivatives firms (Item 17)
Firm name:
What is your relationship to the firm?	Partner 	? 	Major shareholder ? 
What is the period of this relationship?
From:	To: 	(if applicable)
			
(YYYY/MM) 	(YYYY/MM)
Provide the following information:
a) 	State the number, value, class and percentage of securities, or the amount of 
partnership interest you own or propose to acquire when you are registered or 
approved as a result of the review of this form. If acquiring shares when you 
are so approved or registered, state the source (for example, treasury shares, or 
if upon transfer, state name of transferor).
	
b) 	State the market value (approximate, if necessary) of any subordinated 
debentures or bonds of the firm to be held by you or any other subordinated 
loan to be made by you to the firm:
	
c) 	If another person or firm has provided you with funds to invest in the firm, 
provide the name of the person or firm and state the relationship between you 
and that person or firm:
	
d) 	Are the funds to be invested (or proposed to be invested) guaranteed directly or 
indirectly by any person or firm?
	
Yes	?	No	?
If "Yes", provide the name of the person or firm and state the relationship 
between you and that person or firm:
		
e)	Have you directly or indirectly given up any rights relating to these securities 
or this partnership interest, or do you, when you are registered or approved as a 
result of the review of this form, intend to give up any of these rights 
(including by hypothecation, pledging or depositing as collateral the securities 
or partnership interest with any firm or person)?
Yes	?	No	?
If "Yes", provide the name of the person or firm, state the relationship between 
you and that person or firm and describe the rights that have been or will be 
given up: 
	
f) 	Is a person other than you the beneficial owner of the shares, bonds, 
debentures, partnership units or notes held by you? 
Yes	?	No	?
If "Yes", complete (g), (h) and (i).
g) 	Name of beneficial owner:
	
Last name	First name	Second name	Third name
	(if applicable)	(if applicable)
h) 	Residential address:
	
(number, street, city, province, territory or state, country, postal code)
i)	Occupation:
	
Schedule O 
Contact information for 
Notice of collection and use of personal information
Alberta 
Alberta Securities Commission, 
4th Floor, 300 - 5th Avenue SW 
Calgary, AB T2P 3C4 
Attention: Information Officer 
Telephone: (403) 355-4151

Nunavut 
Legal Registries Division 
Department of Justice 
Government of Nunavut 
P.O. Box 1000 Station 570 
Iqaluit, NU X0A 0H0 
Attention: Deputy Registrar of Securities 
Telephone: (867) 975-6590
British Columbia 
British Columbia Securities 
Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, BC V7Y 1L2 
Attention: Freedom of Information 
Officer 
Telephone: (604) 899-6500 or (800) 
373-6393 (in BC)
Manitoba 
The Manitoba Securities Commission 
500 - 400 St. Mary Avenue 
Winnipeg, MB R3C 4K5 
Attention: Director of Registrations 
Telephone (204) 945-2548 
Fax (204) 945-0330
New Brunswick 
New Brunswick Securities 
Commission 
Suite 300, 85 Charlotte Street 
Saint John, NB  E2L 2J2 
Attention:  Director, Regulatory 
Affairs  
Telephone: (506) 658-3060
Newfoundland and Labrador 
Securities NL 
Financial Services Regulation Division 
Department of Government Services 
P.O. Box 8700, 2nd Floor, West Block 
Confederation Building 
St. John's, NL A1B 4J6 
Attention: Manager of Registrations 
Telephone: (709) 729-5661
Nova Scotia 
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
P.O. Box 458 
Halifax, NS B3J 2P8 
Attention: Deputy Director, Capital 
Markets 
Telephone: (902) 424-7768

Ontario 
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Attention: FOI Coordinator 
Telephone: (416) 593-8314
Prince Edward Island 
Securities Registry 
Office of the Attorney General B 
Consumer, Corporate and Insurance 
Services Division 
P.O. Box 2000 
Charlottetown, PE C1A 7N8 
Attention: Deputy Registrar of Securities 
Telephone: (902) 368-6288
Qu‚bec 
Autorit‚ des march‚s financiers  
800, square Victoria, 22e ‚tage  
C.P. 246, tour de la Bourse  
Montr‚al (Qu‚bec) H4Z 1G3 
Attention: Responsable de l'accŠs … 
l'information  
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)
Saskatchewan 
Saskatchewan Financial Services 
Commission 
Suite 601, 1919 Saskatchewan Drive 
Regina, SK S4P 4H2 
Attention: Director 
Telephone: (306) 787-5842
Yukon 
Yukon Securities Office 
Department of Community Services 
P.O. Box 2703 C-6 
Whitehorse, YT Y1A 2C6 
Attention: Superintendent of Securities 
Telephone: (867) 667-5225

Northwest Territories 
Government of the Northwest 
Territories 
P.O. Box 1320 
Yellowknife, NWT X1A 2L9 
Attention: Deputy Superintendent of 
Securities 
Telephone: (867) 920-8984
Self-regulatory organization 
Investment Industry Regulatory 
Organization of Canada 
121 King Street West, Suite 1600 
Toronto, Ontario M5H 3T9 
Attention: Privacy Officer 
Telephone: (416) 364-6133 
E-mail: PrivacyOfficer@iiroc.ca
FORM 33-109F5 
CHANGE OF REGISTRATION INFORMATION 
(sections 3.1 and 4.1 )
GENERAL INSTRUCTIONS
Complete and submit this form to notify the relevant regulator(s) or, in Qu‚bec, the 
securities regulatory authority, or self-regulatory organization (SRO) of changes to 
information in the following forms:
1.	Form 33-109F6, except for the changes set out in section 3.1 of National 
Instrument 33-109 , or 
2.	Form 33-109F4.
How to submit this form 
To report changes to information in a Form 33-109F4, submit this form at the 
National Registration Database website in NRD format  at www.nrd.ca. 
Submit this form in a format other than NRD format to report changes to information 
in a:
a)	Form 33-109F6, or 
b)	Form 33-109F4, if the individual is relying on the temporary hardship 
exemption in section 5.1 of National Instrument 31-102 [National 
Registration Database].
Item 1 	Type of form
Check the form that is being updated: 
? Form 33-109F6 
? Form 33-109F4	Name of individual 	
Item 2 	Details of change
Provide the item number and details for each change to the form selected above:
Item number 	 Details 		
Effective date of change  	
	(YYYY/MM/DD)
Item 3	Notice of collection and use of personal information 
The personal information required under this form is collected on behalf of, and used 
by, the securities regulatory authorities in the jurisdictions set out in Schedule A to 
administer and enforce certain provisions of their securities legislation or derivatives 
legislation or both. 
The personal information required under this form is also collected by and used by the 
SROs set out in Schedule A  to administer and enforce their respective by-laws, 
regulations, rules, rulings and policies.
By submitting this form, the individual consents to the collection by the securities 
regulatory authorities or applicable SRO of this personal information, and any police 
records, records from other government or non-governmental regulators or SROs, 
credit records and employment records about the individual that the securities 
regulatory authorities or applicable SRO may need to complete their review of the 
information submitted in this form relating to the individual's continued fitness for 
registration or approval, if applicable, in accordance with the legal authority of the 
securities regulatory authorities while the individual is registered with or approved by 
it. Securities regulatory authorities or SROs may contact government and private 
bodies or agencies, individuals, corporations and other organizations for information 
about the individual.
If you have any questions about the collection and use of this information, contact the 
securities regulatory authorities or applicable SRO in any jurisdiction in which the 
required information is submitted. See Schedule A for details. In Qu‚bec, you can 
also contact the Commission d'accŠs … l'information at 1-888-528-7741 or visit its 
website at www.cai.gouv.qc.ca.
Item 4	Warning 
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation to give false or misleading information 
on this form.
Item 5	Certification 
1.	Use the following certification when submitting this form in NRD format 
when making changes to Form 33-109F4 
I confirm I have discussed the questions in this form with an officer, branch manager 
or supervisor of my sponsoring firm. To the best of my knowledge and belief, the 
officer, branch manager or supervisor was satisfied that I fully understood the 
questions. I will limit my activities to those permitted by my category of registration. 
?	I am making this submission as agent for the individual identified in this form. 
By checking this box, I certify that the individual provided me with all of the 
information on this form. 
2.	Use the following certification when submitting this form in a format other 
than NRD format when making changes to Form 33-109F6
By signing below I certify to each regulator or, in Qu‚bec, the securities regulatory 
authority, in each jurisdiction where I am submitting this form, either directly or 
through the principal regulator, that:
*	I have read this form and understand the questions, and
*	all of the information provided on this form is true, and complete. 
Name of firm 	
Name of authorized signing officer or partner	
Title of authorized signing officer or partner	
Signature  of authorized signing officer or partner	
Date signed 	
        (YYYY/MM/DD)
3.	Use the following certification when submitting this form in a format other 
than NRD format under the temporary hardship exemption in section 5.1 
of NI 31-102 when making changes to Form 33-109F4 
By signing below, I certify to the regulator or, in Qu‚bec, the securities regulatory 
authority, in each jurisdiction where I am submitting this form, either directly or 
through the principal regulator, that:
*	I have read this form and understand the questions; and
*	all of the information provided on this form is true and complete. 
Signature of individual 	
Date signed 	
        (YYYY/MM/DD)


Schedule A 
Contact information for 
Notice of collection and use of personal information
Alberta 
Alberta Securities Commission, 
4th Floor, 300 - 5th Avenue SW 
Calgary, AB T2P 3C4 
Attention: Information Officer 
Telephone: (403) 355-4151
British Columbia 
British Columbia Securities 
Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, BC V7Y 1L2 
Attention: Freedom of Information 
Officer 
Telephone: (604) 899-6500 or (800) 
373-6393 (in BC)
Manitoba 
The Manitoba Securities Commission 
500 - 400 St. Mary Avenue 
Winnipeg, MB R3C 4K5 
Attention: Director of Registrations 
Telephone (204) 945-2548 
Fax (204) 945-0330
New Brunswick 
New Brunswick Securities 
Commission 
Suite 300, 85 Charlotte Street 
Saint John, NB  E2L 2J2 
Attention:  Director, Regulatory 
Affairs  
Telephone: (506) 658-3060
Newfoundland and Labrador 
Securities NL 
Financial Services Regulation Division 
Department of Government Services 
P.O. Box 8700, 2nd Floor, West Block 
Confederation Building 
St. John's, NL A1B 4J6 
Attention: Manager of Registrations 
Telephone: (709) 729-5661
Nova Scotia 
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
P.O. Box 458 
Halifax, NS B3J 2P8 
Attention: Deputy Director, Capital 
Markets 
Telephone: (902) 424-7768
Northwest Territories 
Government of the Northwest 
Territories 
P.O. Box 1320 
Yellowknife, NWT X1A 2L9 
Attention: Deputy Superintendent of 
Securities 
Telephone: (867) 920-8984
Nunavut 
Legal Registries Division 
Department of Justice 
Government of Nunavut 
P.O. Box 1000 Station 570 
Iqaluit, NU X0A 0H0 
Attention: Deputy Registrar of Securities 
Telephone: (867) 975-6590
Ontario 
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Attention: FOI Coordinator 
Telephone: (416) 593-8314
Prince Edward Island 
Securities Registry 
Office of the Attorney General B 
Consumer, Corporate and Insurance 
Services Division 
P.O. Box 2000 
Charlottetown, PE C1A 7N8 
Attention: Deputy Registrar of Securities 
Telephone: (902) 368-6288
Qu‚bec 
Autorit‚ des march‚s financiers  
800, square Victoria, 22e ‚tage  
C.P. 246, tour de la Bourse  
Montr‚al (Qu‚bec) H4Z 1G3 
Attention: Responsable de l'accŠs … 
l'information  
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)
Saskatchewan 
Saskatchewan Financial Services 
Commission 
Suite 601, 1919 Saskatchewan Drive 
Regina, SK S4P 4H2 
Attention: Director 
Telephone: (306) 787-5842
 
Yukon 
Yukon Securities Office 
Department of Community Services 
P.O. Box 2703 C-6 
Whitehorse, YT Y1A 2C6 
Attention: Superintendent of Securities 
Telephone: (867) 667-5225
Self-regulatory organization 
Investment Industry Regulatory 
Organization of Canada 
121 King Street West, Suite 1600 
Toronto, Ontario M5H 3T9 
Attention: Privacy Officer 
Telephone: (416) 364-6133 
E-mail: PrivacyOfficer@iiroc.ca 
FORM 33 - 109F6 FIRM REGISTRATION

Who should complete this form?
This form is for firms seeking registration under securities legislation, 
derivatives legislation or both.
Complete and submit this form to seek initial registration as a dealer, 
adviser or investment fund manager, or to add one or more 
jurisdiction of Canada or categories to a firm's registration.
Definitions
Chief compliance officer - see section 2.1 of NI 31-103.
Derivatives - financial instruments, such as futures contracts 
(including exchange traded contracts), futures options and swaps 
whose market price, value or payment obligations are derived from or 
based on one or more underlying interests. Derivatives can be in the 
form of instruments, agreements or securities.
Firm - the person or company seeking registration.
Form - Form 33-109F6 Firm registration.
NI 31-103 - National Instrument 31-103 Registration Requirements 
and Exemptions.
NI 33-109 - National Instrument 33-109 Registration Information.
NRD - National Registration Database. For more information, visit 
www.nrd-info.ca.
Parent - a person or company that directly or indirectly has 
significant control of another person or company. 
Permitted individual - see NI 33-109.
Predecessor - any entity listed in question 3.6 of this form.
Principal Regulator - see NI 33-109.
Significant control - a person or company has significant control of 
another person or company if the person or company:
?	directly or indirectly holds voting securities representing more 
than 20 per cent of the outstanding voting rights attached to all 
outstanding voting securities of the other person or company, or
?	directly or indirectly is able to elect or appoint a majority of the 
directors (or individuals performing similar functions or 
occupying similar positions) of the other person or company.
Specified affiliate - a person or company that is a parent of the firm, 
a specified subsidiary of the firm, or a specified subsidiary of the 
firm's parent. 
Specified subsidiary - a person or company of which another person 
or company has significant control. 
SRO - see National Instrument 14-101 Definitions.
Ultimate designated person - see section 2.1 of NI 31-103.
You - the individual who completes, submits, files and/or signs the 
form on behalf of the firm.
We and the regulator - the securities regulatory authority or regulator 
in the jurisdiction(s) of Canada where the firm is seeking registration.

Contents of the form
This form consists of the following:
Part 1 - Registration details
Part 2 - Contact information
Part 3 - Business history and structure
Part 4 - Registration history
Part 5 - Financial condition
Part 6 - Client relationships
Part 7 - Regulatory action
Part 8 - Legal action
Part 9 - Certification
Schedule A - Contact information for notice of collection and use of 
personal information
Schedule B - Submission to jurisdiction and appointment of agent for 
service
Schedule C - Form 31-103F1 Calculation of excess working capital
You are also required to submit the following supporting documents 
with your completed form:
1.	Schedule B - Submission to Jurisdiction and Appointment of 
Agent for Service for each jurisdiction where the firm is seeking 
registration (question 2.4)
2.	Business plan, policies and procedures manual, and client 
agreements (British Columbia, Alberta and Manitoba only) 
(question 3.3)
3.	Constating documents (question 3.7)
4.	Organization chart (question 3.11)
5.	Ownership chart (question 3.12)
6.	Calculation of excess working capital (question 5.1)
7.	Directors' resolution approving insurance (question 5.7)
8.	Audited financial statements (question 5.13)
9.	Letter of direction to auditors (question 5.14)

The firm is 
required to 
pay a 
registration 
fee in each 
jurisdiction 
of Canada 
where it is 
submitting 
and filing 
this form.  
Refer to the 
prescribed 
fees of the 
applicable  
jurisdiction 
for details.
How to complete and submit the form
All dollar values are in Canadian dollars. If a question does not apply 
to the firm, write "n/a" in the space for the answer.
If the firm is seeking registration in more than one jurisdiction of 
Canada or category, other than in the category of restricted dealer, 
you only need to complete and submit one form. If the firm is seeking 
registration as a restricted dealer, submit and file the form with each 
jurisdiction of Canada where the firm is seeking that registration. 
You can complete this form:
*	on paper and deliver it to the principal regulator or relevant SRO
*	on paper, scan it and e-mail it to the principal regulator or SRO 
If the firm is seeking registration in Ontario, and Ontario is not the 
firm's principal regulator, you must also file a copy of this form, 
without supporting documents, with the Ontario Securities 
Commission.
You can find contact information for submitting and filing the form 
in [Appendix B of Companion Policy 33-109CP Registration 
Information].
We may accept the form in other formats. Please check with the 
regulator before you complete, submit and file  the form. If you are 
completing the form on paper and need more space to answer a 
question, use a separate sheet of paper and attach it to this form. 
Clearly identify the question number.
You must include all supporting documents and fees with your 
submission. We may ask you to provide other information and 
documents to help determine whether the firm is suitable for 
registration.
It is an offence under securities legislation or derivatives 
legislation to give false or misleading information on this form.

See Part 3 of 
NI 33-109.
Updating the information on the form
The firm is required to notify the regulator, within specified times, of 
any changes to the information on this form by submitting and filing 
Form 33-109F5 Change of Registration Information. 



Collection and use of personal information
We and the SROs (if applicable) require personal information about 
the people referred to in this form as part of our review to determine 
whether the firm is suitable for registration. If the firm is approved, 
we also require this information to assess whether the firm continues 
to meet the registration requirements.   
We may only:
*	collect the personal information under the requirements in 
securities legislation or derivatives legislation or both
*	use this information to administer and enforce provisions of the 
securities legislation or derivatives legislation or both
We may collect personal information from police records, records of 
other regulators or SROs, credit records, employment records, 
government and private bodies or agencies, individuals, corporations, 
and other organizations. We may also collect personal information 
indirectly. 
We may provide personal information about the individuals referred 
to in this form to other regulators, securities or derivatives exchanges, 
SROs or similar organizations, if required for an investigation or 
other regulatory issue.
If anyone referred to in this form has any questions about the 
collection and use of their personal information, they can contact the 
regulator or SRO, if applicable, in the relevant jurisdiction of Canada. 
See Schedule A for details. In Qu‚bec, they can also contact the 
Commission d'accŠs … l'information du Qu‚bec at 1-888-528-7741 or 
visit its website at www.cai.gouv.qc.ca.

Part 1 - Registration details
1.1	Firm's full legal name 
	Provide the full legal name of the firm as it appears on the 
firm's constating documents required under question 3.7. If 
the firm is a sole proprietorship, provide your first, last and 
any middle names.
	If the firm's legal name is in English and French, provide 
both versions. 



For more 
information, 
visit 
www.nrd-
info.ca
1.2	Firm's NRD number




1.3	Why are you submitting this 
form? 
Complete:

?	To seek initial registration as a firm 
in one or more jurisdictions of 
Canada  
The entire form

?	To add one or more jurisdictions of 
Canada  	Questions 1.1, 1.2, 1.4, 1.5, 2.4,
Questions 1.1, 1.2, 1.4, 
1.5, 2.4, and Part 9 

?	To add one or more categories to 
the firm's registration
Questions 1.1, 1.2, 1.4, 
1.5, 5.1, 5.4, 5.5, 5.6, 
5.7, 5.8, Part 6 and Part 
9





1.4	In what category and jurisdiction is the firm seeking 
registration? Check all that apply.
(a)	Categories under securities legislation
Abbreviations
Alberta (AB)
British 
Columbia 
(BC)
Manitoba  
(MB)
New  
Brunswick 
(NB)
Newfoundland 
and Labrador 
(NL)
Northwest 
Territories 
(NT)
Nova Scotia 
(NS)
Nunavut (NU)
Ontario (ON)
Prince Edward 
Island (PE)
Qu‚bec (QC)
Saskatchewan 
(SK)
Yukon (YT)
Jurisdiction

Category
AB	BC	MB	NB	NL	NT	NS	NU	ON	PE	QC	SK	YT

Investment  
dealer
?	?	?	?	?	?	?	?	?	?	?	?	?

Mutual 
fund dealer
?	?	?	?	?	?	?	?	?	?	?	?	?

Scholarship 
plan dealer
?	?	?	?	?	?	?	?	?	?	?	?	?

Exempt 
market 
dealer
?	?	?	?	?	?	?	?	?	?	?	?	?

Restricted 
dealer
?	?	?	?	?	?	?	?	?	?	?	?	?

Investment 
fund 
manager
?	?	?	?	?	?	?	?	?	?	?	?	?

Portfolio 
manager
?	?	?	?	?	?	?	?	?	?	?	?	?

Restricted 
portfolio 
manager
?	?	?	?	?	?	?	?	?	?	?	?	?



(b)	Categories under derivatives legislation (Manitoba and 
Ontario only)
Category
Manitoba
Dealer (merchant)
?
Dealer (futures commission merchant)
?
Dealer (floor broker)
?
Local
?
Adviser
?

Ontario
Commodity trading adviser
?
Commodity trading counsel
?
Commodity trading manager
?
Futures commission merchant
?


(c)	Investment dealers and portfolio managers (Qu‚bec only)
If the firm is seeking registration in Qu‚bec as an 
investment dealer or a portfolio manager, will the firm also 
act as a:
Derivatives dealer	Yes	?	No	?
Derivatives portfolio manager	Yes	?	No	?

1.5	Exemptions
	Is the firm applying for any exemptions under securities or 
derivatives legislation?
	Yes	?	No	?
	If yes, provide the following information for each 
exemption:
Type of exemption
Legislation
Jurisdiction(s) where the firm has applied for the 
exemption
AB	BC	MB	NB	NL	NT	NS	NU	ON	PE	QC	SK	YT
?	?	?	?	?	?	?	?	?	?	?	?	?



Part 2 - Contact information
Addresses

A post 
office box 
on its own is 
not 
acceptable 
for a head 
office 
address.
2.1	Head office address
Address line 1
Address line 2
City

Province/territory/state
Country

Postal/zip code
Telephone number

Fax number
Website

	If the firm's head office is in Canada, go to question 2.3
	If the firm's head office is not in Canada, go to question 2.2


2.2	Firms whose head office is not in Canada
(a)	Does the firm have any business addresses in Canada?
Yes	?	No	?
If yes, provide the firm's primary Canadian business 
address:
Address line 1

Address line 2

City

Province/territory
Postal code



The 
securities 
regulatory 
authority in 
this 
jurisdiction 
of Canada is 
the firm's 
principal 
regulator in 
Canada.
(b)	If a firm is not registered in a jurisdiction of Canada or has 
not completed its first financial year since being registered, 
indicate the jurisdiction of Canada in which the firm 
expects most of its clients to be resident at the end of its 
current financial year. In all other circumstances, indicate 
the jurisdiction of Canada in which most of the firm's 
clients were resident at the end of its most recently 
completed financial year.
AB	BC	MB	NB	NL	NT	NS	NU	ON	PE	QC	SK	YT
?	?	?	?	?	?	?	?	?	?	?	?	?
Post office 
box is 
acceptable 
for a 
mailing 
address.
2.3	Mailing address
?	Same as the head office address
Address line 1

Address line 2

City

Province/territory/state
Country

Postal/zip code

If the firm 
does not 
have an 
office in a 
jurisdiction 
of Canada 
where it is 
seeking 
registration, 
it must 
appoint an 
agent for 
service in 
that 
jurisdiction 
of Canada.
2.4	Address for service and agent for service
Attach a completed Schedule B Submission to Jurisdiction 
and Appointment of Agent for Service for each jurisdiction 
of Canada where the firm is seeking registration and does 
not have an office.

Contact names

A registered 
firm must 
have an 
individual 
registered in 
the category 
of ultimate 
designated 
person.
2.5	Ultimate designated person 
Legal name

Title

NRD number, if available

Address
?	Same as firm head office address

Address line 1

Address line 2


City

Province/territory/state
Country

Postal/zip code

Telephone number
E-mail address



A registered 
firm must 
have an 
individual 
registered in 
the category 
of chief 
compliance 
officer.
2.6	Chief compliance officer 
?	Same as ultimate designated person
Legal name

Title

NRD number, if available

Address
?	Same as firm head office address

Address line 1

Address line 2

City

Province/territory/state
Country

Postal/zip code

Telephone number
E-mail address



Part 3 - Business history and structure
	Business activities
3.1	The firm's business
	Provide a description of the firm's proposed business, 
including its primary business activities, target market, and 
the products and services it will provide to clients. 




3.2	Other names
	In addition to the firm's legal name in question 1.1, does the 
firm use any other names, such as a trade name?
	Yes	?	No	?
	If yes, list all other names and indicate if each name has 
been registered:



3.3	Business documents
	Does the firm have the following documents to support its 
business activities?

Yes
No
(a)	Business plan for at least the next 
three years


(b)	Policies and procedures manual, 
including account opening 
procedures and the firm's policy on 
fairness in allocation of investment 
opportunities, if applicable


If no, explain why the firm does not have the document: 

If the British Columbia Securities Commission, Alberta 
Securities Commission or The Manitoba Securities 
Commission is the principal regulator of the firm seeking 
registration, attach the firm's business plan, policies and 
procedures manual and client agreements, including any 
investment policy statements and investment management 
agreements.


	History of the firm
3.4	When was the firm created?
yyyy/mm/dd



3.5	How was the firm created?


     New start-up
?
Go to question 3.7.

     Merger or amalgamation
?
Go to question 3.6.

     Reorganization
?
Go to question 3.6.

     Other statutory arrangement
?
Please specify below and 
go to question 3.6.






3.6	Predecessors
List the entities that were merged, amalgamated, 
reorganized or otherwise arranged to create the firm. 





3.7	Constating documents
Attach the legal documents that established the firm as an 
entity, for example, the firm's articles and certificate of 
incorporation, any articles of amendments, partnership 
agreement or declaration of trust. If the firm is a sole 
proprietorship, provide a copy of the registration of trade 
name. 
As part of their constating documents, firms whose head 
office is outside Canada may be required to provide proof 
of extra-provincial registration. 



Business structure and ownership

3.8
Type of legal structure



Sole proprietorship
?



Partnership
?



Limited 
partnership
?
Name of general 
partner___________________


Corporation
?



Other
?
Please specify_____________


This is the 
firm's 
corporate 
registration 
number or 
Qu‚bec 
enterprise 
number 
(NEQ).
3.9	Business registration number, if applicable
	List the firm's business registration number for each 
jurisdiction of Canada where the firm is seeking 
registration.
Business registration number
jurisdiction of 
Canada










3.10	Permitted individuals
	List all permitted individuals of the firm. 
Name
Title
NRD number, 
if applicable

















3.11	Organization chart
	Attach an organization chart showing the firm's reporting 
structure. Include all permitted individuals, the ultimate 
designated person and the chief compliance officer.

3.12	Ownership chart
	Attach a chart showing the firm's structure and ownership. 
At a minimum, include all parents, specified affiliates and 
specified subsidiaries.
	Include the name of the person or company, and class, type, 
amount and voting percentage of ownership of the firm's 
securities. 

Part 4 - Registration history
	The questions in Part 4 apply to any jurisdiction in the 
world.

4.1	Securities registration
	In the last seven years, has the firm, or any predecessors or 
specified affiliates of the firm been registered or licensed to 
trade or advise in securities or derivatives?
Yes	o	No	o
	If yes, provide the following information for each 
registration:
Name of entity
Registration category
Regulator/organization
Date registered or licensed 
(yyyy/mm/dd)
Expiry date, 
if applicable 
(yyyy/mm/dd)
Jurisdiction


4.2	Exemption from securities registration
Is the firm currently relying on any exemptions from 
registration or licensing to trade or advise in securities or 
derivatives?
Yes	o	No	o
If yes, provide the following information for each 
exemption:
Type of exemption
Regulator/organization
Date of exemption (yyyy/mm/dd)
Jurisdiction


4.3	Membership in an exchange or SRO
In the last seven years, has the firm, or any predecessors or 
specified affiliates of the firm been a member of a securities 
or derivatives exchange, SRO or similar organization?
Yes	o	No	o
If yes, provide the following information for each 
membership:
Name of entity
Organization
Date of membership 
(yyyy/mm/dd)
Expiry date,  
if applicable 
(yyyy/mm/dd)
Jurisdiction


4.4	Exemption from membership in an exchange or SRO 
Is the firm currently relying on any exemptions from 
membership with a securities or derivatives exchange, SRO 
or similar organization?
Yes	o	No	o
If yes, provide the following information for each 
exemption:
Type of exemption 
Organization
Date of exemption (yyyy/mm/dd)
Jurisdiction


4.5	Refusal of registration, licensing or membership  
Has the firm, or any predecessors or specified affiliates of 
the firm ever been refused registration, licensing or 
membership with a financial services regulator, securities 
or derivatives exchange, SRO or similar organization?
Yes	o	No	o

If yes, provide the following information for each refusal:
Name of entity
Reason for refusal
Regulator/organization
Date of refusal (yyyy/mm/dd)
Jurisdiction


Examples of 
other 
financial 
products 
include 
financial 
planning, 
life 
insurance 
and 
mortgages.

4.6	Registration for other financial products
In the last seven years, has the firm, or any predecessors or 
specified affiliates of the firm been registered or licensed 
under legislation that requires registration or licensing to 
sell or advise in a financial product other than securities or 
derivatives? 
Yes	o	No	o
If yes, provide the following information for each 
registration or licence:
Name of entity
Type of licence or registration 
Regulator/organization
Date of registration 
(yyyy/mm/dd)
Expiry date, 
if applicable 
(yyyy/mm/dd)
Jurisdiction


Part 5 - Financial condition
Capital requirements

5.1	Calculation of excess working capital
Attach the firm's calculation of excess working capital. 
Firms that are members of an SRO must use the capital 
calculation form required by their SRO. Firms that are not 
members of an SRO must use Form 31-103F1 Calculation 
of Excess Working Capital. See Schedule C.

5.2	Sources of capital
List all cash, cash equivalents, debt and equity sources of 
the firm's capital.
Name of person or 
entity providing the 
capital
Type of capital
Amount ($)














See 
Schedule C 
Form 31-
103F1 
Calculation 
of Excess 
Working 
Capital.
5.3	Guarantors
In relation to its business, does the firm:

Yes
No
(a)	Have any guarantors?


(b)	Act as a guarantor for any party?


If yes, provide the following information for each 
guarantee:
Name of party to the guarantee
NRD number, if applicable
Relationship to the firm
Amount of guarantee ($)
Details of the guarantee


Bonding and insurance
Questions 5.4 to 5.8 apply to the firm's bonding or 
insurance coverage or proposed bonding or insurance 
coverage for securities and derivatives activities only. This 
in accordance with Part 12, Division 2 of NI 31-103.

This 
information 
is on the 
financial 
institution 
bond. 
5.4	Jurisdictions covered
Where does the firm have bonding or insurance coverage?	
AB	?
BC	?
MB	?
NB	?
NL	?
NT	?
NS	?
NU	?
ON	?
PE	?
QC	?
SK	?
YT	?
If the firm's bonding or insurance does not cover all 
jurisdictions of Canada where it is seeking registration, 
explain why.  



This 
information 
is on the 
binder of 
insurance or 
on the 
financial 
institution 
bond. 


5.5	Bonding or insurance details
Name of insurer
Bond or policy number
Specific insuring agreements and clauses
Coverage for each claim 
($)
Annual aggregate 
coverage ($)

Amount of the 
deductible ($)
Renewal date 
(yyyy/mm/dd)
If the firm's insurance or proposed insurance is not in the 
form of a financial institution bond, explain how it provides 
equivalent coverage to the bond.  



5.6	Professional liability insurance (Qu‚bec only)
If the firm is seeking registration in Qu‚bec as a mutual fund 
dealer or a scholarship plan dealer, provide the following 
information about the firm's professional liability insurance: 
Name of insurer
Policy number
Specific insuring agreements and clauses
Coverage for each claim 
($)
Annual aggregate 
coverage ($)
Amount of the 
deductible ($)
Renewal date 
(yyyy/mm/dd)
Jurisdictions covered:
AB	BC	MB	NB	NL	NT	NS	NU	ON	PE	QC	SK	YT
?	?	?	?	?	?	?	?	?	?	?	?	?
Which insurance policy applies to your representatives?
Firm's policy	?	Individual's policy	?	Both	?


5.7	Directors' resolution approving insurance
Attach a directors' resolution confirming that the firm has 
sufficient insurance coverage for its securities or derivatives-
related activities.

5.8	Bonding or insurance claims
In the last seven years, has the firm made any claims against 
a bond or on its insurance?
Yes	o	No	o
If yes, provide the following information for each claim:
Type of bond or insurance
Date of claim 
(yyyy/mm/dd)
Amount ($)
Reason for claim
Date resolved 
(yyyy/mm/dd)
Result
Jurisdiction


Solvency
5.9	Bankruptcy 
In the last seven years, has the firm or any of its specified 
affiliates declared bankruptcy, made an assignment or 
proposal in bankruptcy, or been the subject of a petition in 
bankruptcy, or the equivalent in any jurisdiction? 
Yes	o	No	o
If yes, provide the following information for each bankruptcy 
or assignment in bankruptcy:
Name of entity
Reason for bankruptcy or assignment
Date of bankruptcy, 
assignment or petition 
(yyyy/mm/dd)
Date discharge granted, 
if applicable 
(yyyy/mm/dd)

Name of trustee
Jurisdiction
If applicable, attach a copy of any discharge, release or 
equivalent document.

5.10	Appointment of receiver 
In the last seven years, has the firm or any of its specified 
affiliates appointed a receiver or receiver manager, or had 
one appointed, or the equivalent in any jurisdiction? 
Yes	o	No	o
If yes, provide the following information for each 
appointment of receiver:
Name of entity
Date of appointment 
(yyyy/mm/dd)
Reason for appointment
Date appointment ended 
(yyyy/mm/dd)
Reason appointment 
ended
Name of receiver or receiver manager
Jurisdiction


	Financial reporting

5.11	Financial year-end
(mm/dd)
If the firm has not established its financial year-end, explain 
why.


Provide the 
name of the 
individual 
auditing the 
financial 
statements 
and the 
name of the 
firm, if 
applicable. 
5.12	Auditor 
Name of auditor and accounting  firm


5.13	Audited financial statements
Attach audited financial statements prepared within the last 
90 days. 
If the firm is a start-up company, you can attach an audited 
opening balance sheet instead.

We may 
request an 
audit of the 
firm at any 
time while 
the firm is 
registered.
5.14	Letter of direction to auditors
Attach a letter of direction from the firm authorizing the 
auditor to conduct any audit or review of the firm that the 
regulator may request. 


Part 6 - Client relationships

See Part 14, 
Division 3 
of NI 31-
103 and  
Companion 
Policy 31-
103CP.
6.1	Client assets
Does the firm hold or have access to client assets?
Yes	o	No	o
If yes, provide the following information for each financial 
institution where the trust accounts for client assets are held.
Name of financial institution
Address line 1
Address line 2
City
Province/territory
Postal code
Telephone number




6.2	Conflicts of interest
Does the firm have or expect to have any relationships that 
could reasonably result in any significant conflicts of interest 
in carrying out its registerable activities in accordance with 
securities or derivatives legislation?
Yes	o	No	o
If yes, complete the following questions:
(a)	Provide details about each conflict:

(b)	Does the firm have policies and procedures to identify 
and respond to its conflicts of interest?
Yes	o	No	o
If no, explain why:



Part 7 - Regulatory action
The questions in Part 7 apply to any jurisdiction in the world.

7.1	Settlement agreements
Has the firm, or any predecessors or specified affiliates of the 
firm ever entered into a settlement agreement with any 
financial services regulator, securities or derivatives 
exchange, SRO or similar organization?
Yes	o	No	o
If yes, provide the following information for each settlement 
agreement:
Name of entity
Regulator/organization
Date of settlement (yyyy/mm/dd)
Details of settlement
Jurisdiction


7.2	Disciplinary history
Has any financial services regulator, securities or derivatives 
exchange, SRO or similar organization ever:

Yes
No
(a)	Determined that the firm, or any 
predecessors or specified affiliates of 
the firm violated any securities 
regulations or any rules of a securities 
or derivatives exchange, SRO or 
similar organization?


(b)	Determined that the firm, or any 
predecessors or specified affiliates of 
the firm made a false statement or 
omission?


(c)	Issued a warning or requested an 
undertaking by the firm, or any 
predecessors or specified affiliates of 
the firm?


(d)	Suspended or terminated any 
registration, licensing or membership 
of the firm, or any predecessors or 
specified affiliates of the firm?


(e)	Imposed terms or conditions on any 
registration or membership of the 
firm, or predecessors or specified 
affiliates of the firm?


(f)	Conducted a proceeding or 
investigation involving the firm, or 
any predecessors or specified affiliates 
of the firm?


(g)	Issued an order (other than an 
exemption order) or a sanction to the 
firm, or any predecessors or specified 
affiliates of the firm for securities or 
derivatives-related activity (e.g. cease 
trade order)?


If yes, provide the following information for each action:  
Name of entity
Type of action
Regulator/organization
Date of action (yyyy/mm/dd)
Reason for action
Jurisdiction


7.3	Ongoing investigations
Is the firm aware of any ongoing investigations of which the 
firm or any of its specified affiliates is the subject? 
Yes	o	No	o
If yes, provide the following information for each 
investigation:
Name of entity
Reason or purpose of investigation 
Regulator/organization
Date investigation commenced (yyyy/mm/dd)
Jurisdiction


Part 8 - Legal action
The firm must disclose offences or legal actions under any 
statute governing the firm and its business activities in any 
jurisdiction.

8.1	Criminal convictions
Has the firm, or any predecessors or specified affiliates of the 
firm ever been convicted of any criminal or quasi-criminal 
offence? 
Yes	o	No	o
If yes, provide the following information for each 
conviction:
Name of entity
Type of offence
Case name
Case number, if 
applicable
Date of conviction (yyyy/mm/dd)
Jurisdiction


8.2	Outstanding criminal charges
Is the firm or any of its specified affiliates currently the 
subject of any outstanding criminal or quasi-criminal 
charges? 
Yes	o	No	o
If yes, provide the following information for each charge:
Name of entity
Type of offence
Date of charge (yyyy/mm/dd)
Jurisdiction


8.3	Outstanding legal actions

Yes
No
(a)	Is the firm currently a defendant or 
respondent (or the equivalent in any 
jurisdiction) in any outstanding legal 
action?


(b)	Are any of the firm's specified 
affiliates currently a defendant or 
respondent (or the equivalent in any 
jurisdiction) in any outstanding legal 
action that involves fraud, theft or 
securities-related activities, or that 
could significantly affect the firm's 
business?


If yes, provide the following information for each legal 
action:
Name of entity
Type of legal action 
Date of legal action (yyyy/mm/dd)
Current stage of litigation 
Remedies requested by plaintiff or appellant
Jurisdiction


8.4	Judgements

Yes
No
(a)	Has any judgment been rendered 
against the firm or is any judgment 
outstanding in any civil court for 
damages or other relief relating to 
fraud, theft or securities-related 
activities? 


(b)	Are any of the firm's specified 
affiliates currently the subject of any 
judgments that involve fraud, theft or 
securities-related activities, or that 
could significantly affect the firm's 
business?


If yes, provide the following information for each judgment:
Name of entity
Type of judgment 
Date of judgment (yyyy/mm/dd)
Current stage of litigation, if applicable
Remedies requested by plaintiffs


Part 9 - Certification
It is an offence under securities legislation or derivatives 
legislation to give false or misleading information on this 
form.

By signing below, you:
1.	Certify to the regulator in each jurisdiction of Canada 
where the firm is submitting and filing this form, either 
directly or through the principal regulator, that:
*	you have read this form, and
*	to the best of your knowledge and after reasonable 
inquiry, all of the information provided on this form is true 
and complete.
2.	Certify to each regulator in a non-principal jurisdiction 
of Canada where the firm is submitting and filing this form, 
either directly or through the principal regulator, that at the 
date of this submission:
*	the firm has submitted and filed all information 
required to be submitted and filed under the securities 
legislation or derivatives legislation or both of the principal 
jurisdiction of Canada in relation to the firm's registration in 
that jurisdiction, and
*	this information is true and complete.
3.	Authorize the principal regulator to give each non-
principal regulator access to any information the firm has 
submitted or filed with the principal regulator under 
securities legislation or derivatives legislation or both of the 
principal jurisdiction of Canada in relation to the firm's 
registration in that jurisdiction.
4.	Acknowledge that the regulator may collect and 
provide personal information about the individuals referred 
to in this form under Collection and use of personal 
information.
5.	Confirm that the individuals referred to in this form 
have been notified that their personal information is 
disclosed on this form, the legal reason for doing so, how it 
will be used and who to contact for more information.
Name of firm
Name of firm's authorized signing officer or 
partner
Title of firm's authorized signing officer or partner
Signature
Date (yyyy/mm/dd)



The witness 
must be a 
lawyer, 
notary public 
or 
commissioner 
of oaths.
	Witness
Name of witness
Title of witness
Signature
Date (yyyy/mm/dd)


Schedule A 
Contact information for 
Notice of collection and use of personal information
Alberta
Alberta Securities Commission,
4th Floor, 300 - 5th Avenue SW
Calgary, AB T2P 3C4
Attention: Information Officer
Telephone: (403) 355-4151
British Columbia
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Attention: Freedom of Information 
Officer
Telephone: (604) 899-6500 or (800) 373-
6393 (in BC)
Manitoba
The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, MB R3C 4K5
Attention: Director of Registrations
Telephone (204) 945-2548
Fax (204) 945-0330
New Brunswick
New Brunswick Securities Commission
Suite 300, 85 Charlotte Street
Saint John, NB  E2L 2J2
Attention:  Director, Regulatory Affairs 
Telephone: (506) 658-3060

Nunavut
Legal Registries Division
Department of Justice
Government of Nunavut
P.O. Box 1000 Station 570
Iqaluit, NU X0A 0H0
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590
Ontario
Ontario Securities Commission
Suite 1903, Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Attention: FOI Coordinator
Telephone: (416) 593-8314
Prince Edward Island
Securities Registry
Office of the Attorney General B 
Consumer, Corporate and
Insurance Services Division
P.O. Box 2000
Charlottetown, PE C1A 7N8
Attention: Deputy Registrar of Securities
Telephone: (902) 368-6288

Newfoundland and Labrador
Securities NL
Financial Services Regulation Division
Department of Government Services
P.O. Box 8700, 2nd Floor, West Block
Confederation Building
St. John's, NL A1B 4J6
Attention: Manager of Registrations
Telephone: (709) 729-5661
Nova Scotia
Nova Scotia Securities Commission
2nd Floor, Joseph Howe Building
1690 Hollis Street
P.O. Box 458
Halifax, NS B3J 2P8
Attention: Deputy Director, Capital 
Markets
Telephone: (902) 424-7768
Northwest Territories
Government of the Northwest 
Territories
P.O. Box 1320
Yellowknife, NWT X1A 2L9
Attention: Deputy Superintendent of 
Securities
Telephone: (867) 920-8984

Qu‚bec
Autorit‚ des march‚s financiers 
800, square Victoria, 22e ‚tage 
C.P. 246, tour de la Bourse 
Montr‚al (Qu‚bec) H4Z 1G3
Attention: Responsable de l'accŠs … 
l'information 
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)
Saskatchewan
Saskatchewan Financial Services 
Commission
Suite 601, 1919 Saskatchewan Drive
Regina, SK S4P 4H2
Attention: Director
Telephone: (306) 787-5842
Yukon
Yukon Securities Office
Department of Community Services
P.O. Box 2703 C-6
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5225
Self-regulatory organization
Investment Industry Regulatory Organization 
of Canada
121 King Street West, Suite 1600
Toronto, Ontario M5H 3T9
Attention: Privacy Officer
Telephone: (416) 364-6133
E-mail: PrivacyOfficer@iiroc.ca 
Schedule B 
Submission to jurisdiction and appointment of agent for service
1.	Name of person or company (the "Firm"):
2.	Jurisdiction of incorporation of the person or company:
3.	Name of agent for service of process (the "Agent for Service"):
4.	Address for service of process on the Agent for Service:
5.	The 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 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.
6.	The Firm irrevocably and unconditionally submits to the non-exclusive 
jurisdiction of the judicial, quasi-judicial and administrative tribunals of the 
local jurisdiction and any administrative proceeding in the local jurisdiction, in 
any proceeding arising out of or related to or concerning the Firm's activities in 
the local jurisdiction.
7.	Until six years after the Firm ceases to be registered, the Firm must file
a. 	a new Submission to Jurisdiction and Appointment of Agent for Service in 
this form no later than the 7th day after 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 7th day after any change in the name or above 
address of the Agent for Service.
8.	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 Firm or authorized signatory)
__________________________________________
(Name and Title of authorized signatory)
Acceptance
The undersigned accepts the appointment as Agent for Service of (Insert name of the 
Firm) under the terms and conditions of the foregoing Submission to Jurisdiction and 
Appointment of Agent for Service.
Dated:  ____________________________________
__________________________________________
(Signature of Agent for Service or authorized signatory)
__________________________________________
(Name and Title of authorized signatory)
Schedule C 
FORM 31-103F1 
Calculation of excess working capital
______________________________________
Firm Name
Capital Calculation
(as at ________________ with comparative figures as at ______________)

Component
Current period
Prior period
1.
Current assets


2.
Less current assets not 
readily convertible into 
cash (e.g., prepaid 
expenses)


3.
Adjusted current assets
Line 1 minus line 2 =


4.
Current liabilities


5.
Add 100% of long-term 
related party debt unless 
the firm and the lender 
have executed a 
subordination agreement in 
the form set out in 
Appendix B and the firm 
has delivered a copy of the 
agreement to the regulator


6.
Adjusted current liabilities
Line 4 plus line 5 =


7.
Adjusted working capital
Line 3 minus line 6 =


8.
Less minimum capital 


9.
Less market risk


10.
Less any deductible under 
the firm's bonding or 
insurance policy


11.
Less Guarantees


12.
Less unresolved 
differences


13.
Excess working capital


Notes:
This form must be prepared on an unconsolidated basis.
Line 8. Minimum Capital - The amount on this line must be not less than (a) 
$25,000 for an adviser, (b) $50,000 for a dealer, and (c) $100,000 for an investment 
fund manager.
Line 9. Market Risk - The amount on this line must be calculated according to the 
instructions set out in Schedule 1 to this Form.
Line 11. Guarantees - If the registered firm is guaranteeing the liability of another 
party, the total amount of the guarantee must be included in the capital calculation.  If 
the amount of a guarantee is included in the firm's balance sheet as a current liability 
and is reflected in line 4, do not include the amount of the guarantee on line 11.
Line 12. Unresolved differences - Any unresolved differences that could result in a 
loss from either firm or client assets must be included in the capital calculation.
The examples below are intended to 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
Registered Firm Name: ____________________________________________
We have examined the attached capital calculation and certify that the firm is in 
compliance with the capital requirements as at ______________________________.

Name and Title

Signature

Date
1.











2.

















Schedule 1 of Form 31-103F1 
Calculation of Excess Working Capital
(calculating line 9 [market risk])
All securities are to be valued at market as of the reporting date.  Use the margin rates 
outlined below:
(a)	Bonds, Debentures, Treasury Bills and Notes
(i)	Bonds, debentures, treasury bills and other securities of or guaranteed by 
the Government of Canada, of the United Kingdom, of the United States 
of America or guaranteed by any province of Canada:
within 1 year	1% of market value multiplied by the fraction 
determined by dividing the number of days to 
maturity by 365
over 1 year	5% of market value 
(ii)	All other bonds, debentures and notes:
within 1 year	3% of market value multiplied by the fraction 
determined by dividing the number of days to 
maturity by 365
over 1 year	10% of market value
(b)	Bank Paper
Deposit certificates, promissory notes or debentures issued by a Canadian 
chartered bank (and of Canadian chartered bank acceptances) maturing:
within 1 year	2% of market value multiplied by the fraction 
determined by dividing the number of days to 
maturity by 365
over 1 year	10% of market value
(c)	Mutual Funds
Securities of mutual funds qualified by prospectus for sale in any province of 
Canada must be margined at the following rates:
Money Market Funds (as defined in National Instrument 81-102 Mutual 
Funds) - 5% of market value.
All Other Mutual Funds - 50% of market value.
(d)	Stocks
On securities (other than bonds and debentures) including rights and warrants 
listed on any recognized stock exchange in Canada or the United States:
Long Positions - Margin Required
Securities selling at $2.00 or more - 50% of market value
Securities selling at $1.75 to $1.99 - 60% of market value
Securities selling at $1.50 to $1.74 - 80% of market value
Securities selling under $1.50 to 100% of market value
Short Positions - Credit Required
Securities selling at $2.00 or more - 150% of market value
Securities selling at $1.50 to $1.99 - $3.00 per share
Securities selling at $0.25 to $1.49 - 200% of market value
Securities selling at less than $0.25 - market value plus $0.25 per 
shares
(e)	For all other securities - 100% of market value.
FORM 33 - 109F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND 
PERMITTED INDIVIDUALS 
(sections 2.3(2) and 2.5(2))
GENERAL INSTRUCTIONS
Complete and submit this form to the relevant regulator(s) or in Qu‚bec, the securities 
regulatory authority, or self-regulatory organization (SRO) if an individual has left a 
sponsoring firm and is seeking to reinstate their registration in the same category or 
reinstate their same status of permitted individual as before with a sponsoring firm. 
You only need to complete and submit one form regardless of the number of 
registration categories or permitted individual statuses you are seeking to be 
reinstated in.
An individual may reinstate their registration or permitted individual status by 
submitting this form.  This form may only be used if all of the following apply:
1.	this form is submitted on or before three months after the termination date of 
the individual's employment, partnership or agency relationship with the 
individual's former sponsoring firm, 
2.	there have been no changes to the information previously submitted in respect 
of Items 13 (Regulatory Disclosure), 14 (Criminal Disclosure), 15 (Civil 
Disclosure) and 16 (Financial Disclosure) of the individual's Form 33-109F4 
since the individual left their former sponsoring firm, and
3.	the individual's employment, partnership or agency relationship with their 
former sponsoring firm did not end because the individual was dismissed, or 
was asked by the firm to resign, following an allegation against the individual 
of criminal activity, a breach of securities legislation, or a breach of the rules 
of an SRO.
If you do not meet all of the above conditions then you must apply for reinstatement 
by completing on NRD a Form 33-109F4 by making the NRD submission entitled 
'Reactivation of Registration'.
Terms
In this form, "you", "your" and "individual" means the individual who is seeking to 
reinstate their registration.
"former sponsoring firm" means the registered firm where you most recently carried 
out duties as a registered or permitted individual. 
"major shareholder" and "shareholder" mean a shareholder who, in total, directly or 
indirectly owns voting securities carrying 10 per cent or more of the votes carried by 
all outstanding voting securities.
"new sponsoring firm" means the registered firm where you will begin carrying out 
duties as a registered or permitted individual when your registration or permitted 
individual status is reinstated. 
Several terms used in this form are defined in the Form 33-109F4 [Registration of 
Individuals and Review of Permitted Individuals] that you submitted when you first 
became registered or elsewhere in the securities legislation of your province or 
territory. Please refer to those definitions.
How to submit this form
NRD format
Submit this form at the National Registration Database (NRD) website in NRD 
format at www.nrd.ca.  If you have any questions, contact the compliance, 
registration or legal department of the new sponsoring firm or a legal adviser, or visit 
the NRD information website at www.nrd-info.ca.
Format, other than NRD format
If you are relying on the temporary hardship exemption in section 5.1 of National 
Instrument 31-102 National Registration Database, you may submit this form in a 
format other than NRD format. 
If you need more space, use a separate sheet of paper. Clearly identify the Item and 
question number. Complete and sign the form, and send it to the relevant regulator(s) 
or, in Qu‚bec, the securities regulatory authority, SRO (s) or similar authority. The 
number of originally signed copies of the form you are required to submit depends on 
the province or territory, and on the regulator, the securities regulatory authority or 
SRO.
To avoid delays in processing this form, be sure to answer all of the items that apply 
to you. If you have questions, contact the compliance, registration or legal department 
of the new sponsoring firm or a legal adviser, or visit the National Registration 
Database information website at www.nrd-info.ca.


Item 1 	Name
1.	NRD number: _________________________________________
2.	Legal name 
	
Last name	First name	Second name (N/A o)	Third name (N/A o)
3.	Date of birth (YYYY/MM/DD):
4.	Use of other names
Are you currently using, or have you ever used, operated under, or carried on business 
under, a name other than the name(s) mentioned above (for example, trade names for 
sole proprietorships or team names)?
Yes	o	No	o
If "yes", complete Schedule A.
Item 2 	Number of jurisdictions
1.	Are you seeking to reinstate your registration or permitted individual status in 
more than one jurisdiction of Canada?
Yes	o	No	o
2.	 Check each province or territory in which you are seeking reinstatement of 
registration or reinstatement as a permitted individual:
o	All jurisdictions
o	Alberta
o	British Columbia
o	Manitoba
o	New Brunswick
o	Newfoundland and Labrador
o	Northwest Territories
o	Nova Scotia
o	Nunavut
o	Ontario
o	Prince Edward Island
o	Qu‚bec
o	Saskatchewan
o	Yukon


Item 3 	Individual categories
1.	On Schedule B, check each category for which you are seeking to reinstate 
your registration or permitted individual status. If you are seeking reinstatement of 
status as a permitted individual, check each category that describes your position with 
your new sponsoring firm.
2.	If you are seeking reinstatement as a representative of a mutual fund dealer or 
of a scholarship plan dealer in Qu‚bec, are you covered by your new sponsoring 
firm's professional liability insurance?
Yes	o	No	o
If "No", state:
The name of your insurer 	
Your policy number__________________________________________
Item 4 	Address and agent for service
1.	Address for service
You must have one address for service in each province or territory where you are 
submitting this form. A residential or business address is acceptable. A post office 
box is not acceptable. Complete Schedule C for each additional address for service 
you are providing.
Address for service:
	
(number, street, city, province or territory, postal code)
Telephone number 	Fax number, if applicable	
E-mail address, if available _____________________________
2.	Agent for service 
If you have appointed an agent for service, provide the following information for the 
agent in each province or territory where you have an agent for service.  The address 
of your agent for service must be the same as the address for service above.  If your 
agent for service is not an individual, provide the name of your contact person.
Name of agent for service:
	


Contact person:
	
Last name, First name
Item 5 	Location of employment
1.	Provide the following information for your new sponsoring firm. If you will be 
working out of more than one location, provide the following information for the 
location out of which you will be doing most of your business. 
Unique Identification Number (optional): 	
NRD location number: 	
Business address:
	
(number, street, city, province, territory or state, country, postal code)
Telephone number: (   )	Fax number: (   )	
2.	If the new sponsoring firm has a foreign head office, and/or you are not a 
resident of Canada, provide the address for the location in which you will be 
conducting business.
Business address:	
    	(number, street, city, province, territory or state, country, postal code)
    Telephone number: (   )	Fax number: (   )	
[The following under #3 "Type of location", #4 and #5 is for a Format other than 
NRD format only]
3.	Type of location:
o	Head office	o	Branch or Business Location	o	Sub-branch
4.	Name of branch manager: 	
5. o	Check here if the mailing address of the location is the same as the 
business address provided above. Otherwise, complete the following:
Mailing address:
	
(number, street, city, province, territory or state, country, postal code)
Date on which you will become authorized to act on behalf of the new 
sponsoring firm as a registered individual or permitted individual  
	
(YYYY/MM/DD)
Item 6 	Previous employment
Provide the following information for your former sponsoring firm.
Name: 	
Date on which you were no longer authorized to act on behalf of your former 
sponsoring firm as a registered individual or permitted individual: 	
(YYYY/MM/DD)
The reason why you left your former sponsoring firm:
	
Item 7 	Current employment, other business activities, officer positions held and 
directorships
Name of your new sponsoring firm: _______________________________________
Complete a separate Schedule D for each of your current business and employment 
activities, including employment and business activities with your new sponsoring 
firm and any employment and business activities outside your new sponsoring firm. 
Also include all business related officer or director positions and any other equivalent 
positions held, whether you receive compensation or not.
Item 8 	Ownership of securities in new sponsoring firm
Are you a partner or major shareholder of your new sponsoring firm?
Yes	o	No	o
If "Yes", complete Schedule E.
Item 9	Confirm permanent record
1. Check the appropriate box to indicate that, since leaving your former sponsoring 
firm,  there has been a change to any information previously submitted for the items 
of your Form 33-109F4 that are listed below. 
o	Regulatory disclosure (Item 13)
o	Criminal disclosure (Item 14)
o	Civil disclosure (Item 15)
o	Financial disclosure (Item 16)
2. Check the box below - I am eligible to file this Form 33-109F7, only if you satisfy 
both of the following conditions:
(a) there are no changes to any of the disclosure items under Item 9.1 above, and 
(b) your employment, partnership or agency relationship with your former sponsoring 
firm did not end because you were asked by the firm to resign, or were dismissed, 
following an allegation against you of 
*	criminal activity, 
*	a breach of securities legislation, or 
*	a breach of the rules of an SRO.
If you do not meet the above conditions for selecting the box 'I am eligible to file this 
Form 33-109F7', then you must apply for reinstatement by completing on NRD a 
Form 33-109F4 by making the NRD submission entitled 'Reactivation of 
Registration'. If you are submitting a Form 33-109F4 in a format other than NRD 
format you must complete the entire form.
o	I am eligible to file this Form 33-109F7.  
Item 10 	Acknowledgements, submission to jurisdiction and notice of collection 
and use of personal information
By submitting this form, you:
*	acknowledge that the submission to jurisdiction, consent to collection and use 
of personal information, and authorization in respect of SROs (to the extent 
applicable) that you provided in your Form 33-109F4 remain in effect and 
extend to this form
*	consent to the collection and disclosure of your personal information by 
regulators and by your sponsoring firm, in each case, for registration and other 
related regulatory purposes.
If you have any questions about the collection and use of your personal information, 
contact the securities regulatory authority or applicable SRO in the relevant 
jurisdiction. See Schedule F for details. In Qu‚bec, you can also contact the 
Commission d'accŠs … l'information at 1-888-528-7741 or visit its website at 
www.cai.gouv.qc.ca.
You acknowledge and agree that if you are seeking reinstatement of your registration 
and it was subject to any undischarged terms and conditions when you left your 
former sponsoring firm, those terms and conditions will remain in effect at your new 
sponsoring firm.


Item 11 	Warning
It is an offence under securities legislation and/or derivatives legislation, 
including commodity futures legislation, to give false or misleading information 
on this form.
Item 12 	Certification 
1. Certification - NRD format:
I confirm I have discussed the questions in this form with an officer, branch manager 
or supervisor of my sponsoring firm. To the best of my knowledge, the officer, branch 
manager or supervisor was satisfied that I fully understood the questions. I will limit 
my activities to those permitted by my category of registration.
o	I am making this submission as agent for the individual. By checking this box, 
I certify that the individual provided me with all of the information on this 
form.
2. Certification - Format other than NRD format:
Individual
By signing below, I certify to the regulator, or in Qu‚bec the securities regulatory 
authority, in each jurisdiction where I am submitting this form, either directly or 
through the principal regulator that:
*	I have read the form and understand the questions, and
*	all of the information provided on this form is true, and complete.
Signature of individual 	Date signed	
(YYYY/MM/DD)
Authorized partner or officer of the new sponsoring firm
By signing below, I certify to the regulator, or in Qu‚bec the securities regulatory 
authority, in each jurisdiction where I am submitting this form for the individual that:
*	the individual will be engaged by the new sponsoring firm as a registered 
individual or a permitted individual
*	I have, or a branch manager or another officer or supervisor has, discussed the 
questions set out in this form with the individual and, to the best of my 
knowledge, the individual fully understands the questions, and
*	the new sponsoring firm understands that if the individual's reinstatement of 
registration was subject to any undischarged terms and conditions when the 
individual left their former sponsoring firm, those terms and conditions remain 
in effect and agrees to assume any ongoing obligations that apply to the 
sponsoring firm in respect of the individual under those terms and conditions.
Name of firm	
Name of authorized signing officer or partner	
Title of authorized signing officer or partner	
Signature of authorized signing officer or partner	
Date signed__________________________
	(YYYY/MM/DD)
SCHEDULE A 
Use of other names (Item 1.4)
Item 1.4	Use of other names
Name 1:
Name:	
Provide the reasons for the use of this other name (for example, trade name or team 
name)?: 	
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	o	No	o
When did you use this name?
From:
To:

_________________
(YYYY/MM)
_________________
(YYYY/MM)
Name 2:
Name: 	
Provide the reasons for the use of this other name (for example, trade name or team 
name): 
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	o	No	o
When did you use this name?
From:
To:

_________________
(YYYY/MM)
_________________
(YYYY/MM)



Name 3:
Name:	
Provide the reasons for the use of this other name (for example, trade name or team 
name): 
If this other name is or was used in connection with any sponsoring firm, did the 
sponsoring firm approve the use of the name?
Yes	o	No	o
When did you use this name?
From:
To:

_________________
(YYYY/MM)
_________________
(YYYY/MM)
SCHEDULE B
Individual Categories (Item 3)
Check each category for which you are seeking reinstatement of registration, approval 
or permitted individual status
Categories Common to all jurisdictions under securities legislation
Firm categories [Format other than NRD format only]
[  ] Investment Dealer
[  ] Mutual Fund Dealer
[  ] Scholarship Plan Dealer
[  ] Exempt Market Dealer
[  ] Restricted Dealer
[  ] Portfolio Manager
[  ] Restricted Portfolio Manager
[  ] Investment Fund Manager
Individual categories and permitted activities
[  ] Dealing Representative
[  ] Advising Representative
[  ] Associate Advising Representative
[  ] Ultimate Designated Person
[  ] Chief Compliance Officer
[  ] Officer - Specify title:
[  ] Director
[  ] Partner
[  ] Shareholder
[  ] Branch Manager (MFDA members only)
[  ] IIROC approval only

Investment Industry Regulatory Organization of Canada 
Approval categories
[  ] Executive
[  ] Director (Industry)
[  ] Director (Non-Industry)
[  ] Supervisor
[  ] Investor
[  ] Registered Representative
[  ] Investment Representative
[  ] Trader

Additional approval categories
[  ] Chief Compliance Officer
[  ] Chief Financial Officer
[  ] Ultimate Designated Person
Products
[  ] Non-Trading
[  ] Securities
[  ] Options
[  ] Futures Contracts and Futures Contract Options
[  ] Mutual Funds only
Customer type
[  ] Retail
[  ] Institutional
[  ] Not Applicable
Portfolio management
[  ] Portfolio Management

Categories under local commodity futures and derivatives legislation
Ontario
Firm categories
[  ] Commodity Trading Adviser
[  ] Commodity Trading Counsel
[  ] Commodity Trading Manager
[  ] Futures Commission Merchant
Individual categories and permitted activities
[  ] Advising Representative
[  ] Salesperson
[  ] Branch Manager
[  ] Officer - Specify title:
[  ] Director
[  ] Partner
[  ] Shareholder 
[  ] IIROC approval only

Manitoba
Firm categories
[  ] Dealer (Merchant)
[  ] Dealer (Futures Commission Merchant)
[  ] Dealer (Floor Broker)
[  ] Adviser
[  ] Local
Individual categories and permitted activities 
[  ] Floor Trader
[  ] Salesperson
[  ] Branch Manager
[  ] Adviser
[  ] Officer - Specify title
[  ] Director
[  ] Partner
[  ] Futures Contracts Portfolio Manager
[  ] Associate Futures Contracts Portfolio Manager
[  ] IIROC approval only
[  ] Local
 Qu‚bec - activities relating to derivatives
For information purposes, indicate whether you will carry on activities as a 
representative of:
[  ] An Investment Dealer Acting as a Derivatives dealer
[  ] A Portfolio Manager Acting as a Derivatives portfolio manager
SCHEDULE C
Address and agent for service (Item 4)
Item 4.1	Address for service
You must have one address for service in each province or territory in which you are 
now, or are seeking to become, a registered individual or permitted individual. A post 
office box is not an acceptable address for service.
Address for service:
	
        (number, street, city, province or territory, postal code)
Telephone number: (   ) 		Fax number: (   )	
E-mail address: __________________________
Item 4.2	Agent for service
If you have appointed an agent for service, provide the following information for the 
agent. The address for service provided above must be the address of the agent named 
below.
Name of agent for service: 
____________________________________________________________________
(if applicable)
Contact person:
	
Last name, First name
SCHEDULE D
Current employment, other business activities, officer positions held and 
directorships
(Item 7)
Complete a separate Schedule E for each of your current business and employment 
activities with your sponsoring firm and with all other organizations. This includes 
any business related officer or director positions held, or any other equivalent 
positions held, whether you receive compensation or not.
1. Start date
	
(YYYY/MM/DD)
2. Firm information
o Check here if this activity is employment with your sponsoring firm. 
If the activity is with your sponsoring firm, you are not required to indicate the firm 
name and address information below: 
Name of business or employer:	
Address of business or employer:	
	(number, street, city, province, territory or state, country)
Name and title of your immediate supervisor:	


3. Description of duties
Describe all employment and business activities related to this employer. Include the 
nature of the business and your duties, title or relationship with the business. If you 
are seeking  registration that requires specific experience, include details with this 
firm such as level of responsibility, value of accounts under direct supervision, 
number of years of experience, and percentage of time spent on each activity.
____________________________________________________________________
4. Number of work hours per week
How many hours per week do you devote  to this business or employment? ________
If this activity is employment with your sponsoring firm and you work less than 30 
hours per week, explain why. 
_____________________________________________________________________
5. Conflict of Interest
If you have more than one employer or are engaged in business related activities, 
disclose any potential for confusion by clients and any potential for conflicts of 
interest arising from your multiple employment or business related activities or 
proposed business related activities. Include whether or not any of your employers or 
organizations where you engage in business related activities are listed on an 
exchange. Confirm whether the firm has procedures for minimizing potential conflicts 
of interest and if so, confirm that you are aware of these procedures.
If you do not perceive any conflicts of interest arising from this employment, explain 
why. 
____________________________________________________________________
SCHEDULE E
Ownership of securities and derivatives firms (Item 8)
Firm name: ___________________________________________________
What is your relationship to the firm?	Partner	o	Major shareholder	 o
What is the period of this relationship?
From:	To: 	(if applicable)
			
(YYYY/MM)	(YYYY/MM)


Provide the following information:
a)	State the number, value, class and percentage of securities, or the amount of 
partnership interest you own or propose to acquire when you are reinstated or 
approved as a result of the review of this form. If acquiring shares when you 
are so approved or registered, state the source (for example, treasury shares, or 
if upon transfer, state name of transferor).
_________________________________________________________________
b) 	State the market value (approximate, if necessary) of any subordinated 
debentures or bonds of the firm to be held by you or any other subordinated 
loan to be made by you to the firm:
_________________________________________________________________
c) 	If another person or firm has provided you with funds to invest in the firm, 
provide the name of the person or firm and state the relationship between you 
and that person or firm:
_________________________________________________________________
d) 	Are the funds to be invested (or proposed to be invested) guaranteed directly or 
indirectly by any person or firm?

Yes	o	No	o
If "Yes", provide the name of the person or firm and state the relationship 
between you and that person or firm:
_________________________________________________________________
e) 	Have you directly or indirectly given up any rights relating to these securities 
or this partnership interest, or do you, when you are registered or approved as a 
result of the review of this form, intend to give up any of these rights 
(including by hypothecation, pledging or depositing as collateral the securities 
or partnership interest with any firm or person)?
Yes	o	No	o
If "Yes", provide the name of the person or firm, state the relationship between 
you and that person or firm and describe the rights that have been or will be 
given up: ___________________________________________________
f) 	Is a person other than you the beneficial owner of the shares, bonds, 
debentures, partnership units or notes held by you? 
Yes	o	No	o
If "Yes", complete (g), (h) and (i).
g) 	Name of beneficial owner:
_________________________________________________________________
Last name	First name	Second name	Third name
		(if applicable)	(if applicable)
h) 	Residential address:
_________________________________________________________________
	(number, street, city, province, territory or state, country, postal code)
i)	Occupation:______________________________________________________
SCHEDULE F
Contact information for
Notice of collection and use of personal information
Alberta
Alberta Securities Commission,
4th Floor, 300 - 5th Avenue SW
Calgary, AB T2P 3C4
Attention: Information Officer
Telephone: (403) 355-4151

British Columbia
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Attention: Freedom of Information 
Officer
Telephone: (604) 899-6500 or (800) 373-
6393 (in BC)

Manitoba
The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, MB R3C 4K5
Attention: Director of Registrations
Telephone (204) 945-2548
Fax (204) 945-0330

New Brunswick
New Brunswick Securities Commission
Suite 300, 85 Charlotte Street
Saint John, NB  E2L 2J2
Attention:  Director, Regulatory Affairs 
Telephone: (506) 658-3060


Nunavut
Legal Registries Division
Department of Justice
Government of Nunavut
P.O. Box 1000 Station 570
Iqaluit, NU X0A 0H0
Attention: Deputy Registrar of Securities
Telephone: (867) 975-6590

Ontario
Ontario Securities Commission
Suite 1903, Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Attention: FOI Coordinator
Telephone: (416) 593-8314

Prince Edward Island
Securities Registry
Office of the Attorney General B 
Consumer, Corporate and
Insurance Services Division
P.O. Box 2000
Charlottetown, PE C1A 7N8
Attention: Deputy Registrar of Securities
Telephone: (902) 368-6288
Qu‚bec
Autorit‚ des march‚s financiers 
800, square Victoria, 22e ‚tage 
C.P. 246, tour de la Bourse 
Montr‚al (Qu‚bec) H4Z 1G3
Attention: Responsable de l'accŠs … 
l'information 
Telephone: (514) 395-0337 or (877) 525-
0337 (in Qu‚bec)

Newfoundland and Labrador
Securities NL
Financial Services Regulation Division
Department of Government Services
P.O. Box 8700, 2nd Floor, West Block
Confederation Building
St. John's, NL A1B 4J6
Attention: Manager of Registrations
Telephone: (709) 729-5661

Nova Scotia
Nova Scotia Securities Commission
2nd Floor, Joseph Howe Building
1690 Hollis Street
P.O. Box 458
Halifax, NS B3J 2P8
Attention: Deputy Director, Capital 
Markets
Telephone: (902) 424-7768

Northwest Territories
Government of the Northwest 
Territories
P.O. Box 1320
Yellowknife, NWT X1A 2L9
Attention: Deputy Superintendent of 
Securities
Telephone: (867) 920-8984

Saskatchewan
Saskatchewan Financial Services 
Commission
Suite 601, 1919 Saskatchewan Drive
Regina, SK S4P 4H2
Attention: Director
Telephone: (306) 787-5842

Yukon
Yukon Securities Office
Department of Community Services
P.O. Box 2703 C-6
Whitehorse, YT Y1A 2C6
Attention: Superintendent of Securities
Telephone: (867) 667-5225

Self-regulatory organization
Investment Industry Regulatory 
Organization of Canada
121 King Street West, Suite 1600
Toronto, Ontario M5H 3T9
Attention: Privacy Officer
Telephone: (416) 364-6133
E-mail: PrivacyOfficer@iiroc.ca 
AMENDMENTS TO NATIONAL INSTRUMENT 31-102 
NATIONAL REGISTRATION DATABASE
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 31-102 National Registration Database is amended by 
this Instrument. 
2.	Section 1.1 is amended:
(a)	in the definition of "firm filer", by striking out "underwriter" and 
substituting "investment fund manager"; and
(b)	in the definition of "NRD number", by striking out ", a permitted 
individual,". 
3.	Section 1.2 is amended by striking out "MI 33-109" wherever it occurs and 
substituting "NI 33-109".
4.	Section 2.1 is amended:
(a)	in paragraph 4, by striking out "or a change to any information 
previously submitted in respect of Form 33-109F4"; and
(b)	by adding the following after paragraph 4:
5.	Form 33-109F5 to report a change to any information previously 
submitted in respect of Form 33-109F4; 
6.	Form 33-109F7.
5.	Section 3.1 is amended by striking out ", permitted individual," in 
subparagraph (1)(b).
6.	Section 3.2 is amended:
(a)	 in subsection (d), by striking out "5 business days" and substituting "7 
days";
(b)	in subsection (e), by striking out "5 business days" and substituting "7 
days" and by striking out "and";
(c)	in subsection (f), by striking out "5 business days" and substituting "7 
days", and by adding "and" at the end of the subsection; and
(d)	by adding the following after subsection (f):
(g) 	submit any change in the phone number, fax number or e-mail 
address of the chief AFR in NRD format within 7 days of the 
change.
7.	Part 4 is amended:
(a)	in section 4.2(1), by striking out "a firm" and substituting "an NRD" 
and by striking out "firm" and substituting "NRD";
(b)	in section 4.2(2), by striking out "firm" and substituting "NRD"; and
(c)	by adding the following after section 4.3:
4.4	Payment of Late Filing Fees 
(1)	If a firm filer is required to pay late filing fees because of an 
activity that creates or relates to an NRD submission, the firm 
filer must pay the required fee by electronic pre-authorized debit 
through NRD.
(2)	A payment under subsection (1) must be made from the firm 
filer's NRD account.
4.5	Exemption for Registrants not Resident in Canada - Sections 
3.2(c), 4.1, 4.2, 4.3 and 4.4 do not apply to a registered firm that
(a)	has no business office in a jurisdiction of Canada, 
(b)	does not have an account with a member of the Canadian 
Payments Association, 
(c)	is not an affiliate of a registered firm resident in a jurisdiction 
of Canada,
(d)	pays the fees referred to in sections 4.1, 4.2 and 4.4 
within 14 days of the date the payment is due,
(e)	pays the following fees by submitting a cheque, 
payable to CDS INC. in Canadian funds, to the firm's 
principal regulator within 14 days of the date the 
payment is due:
(i)	NRD user fees required in respect of an NRD 
submission; 
(ii)	annual NRD user fees, and
(f)	pays any fee referred to in sections 4.1, 4.2 and 4.4, 
other than an NRD user fee, by submitting a cheque in 
Canadian funds to the securities regulatory authority or 
regulator in the local jurisdiction within 14 days of the 
date the payment is due.
8.	Section 5.1 is repealed and the following substituted:
5.1 	Temporary Hardship Exemption
(1)	If unanticipated technical difficulties prevent an NRD filer 
from making an NRD submission within the time required 
under securities legislation, the NRD filer is exempt from the 
requirement to make the submission within the required time 
period, if the NRD filer makes the submission other than 
through the NRD website or in NRD format no later than 7 
days after the day on which the information was required to be 
submitted.
(2)	If unanticipated technical difficulties prevent an individual 
filer from submitting an application in NRD format, the 
individual filer may submit the application other than through 
the NRD website.
(3)	For the purpose of subsections (1) and (2), the NRD filer may 
make a notification or application other than through the NRD 
website by submitting it to the principal regulator.
(4)	Despite subsection (3), for the purpose of an application 
submitted under (2) which includes Ontario, the individual filer 
may make the application by submitting it to
(a)	the principal regulator, if the principal jurisdiction is 
Ontario, or
(b)	the principal regulator and the regulator in Ontario.
(5)	If an NRD filer makes a submission other than through the NRD 
website under this section, the NRD filer must include the 
following legend in capital letters at the top of the first page of 
the submission:
IN ACCORDANCE WITH SECTION 5.1 OF NATIONAL 
INSTRUMENT 31-102 NATIONAL REGISTRATION 
DATABASE (NRD), THIS [SPECIFY DOCUMENT] IS BEING 
SUBMITTED OTHER THAN THROUGH THE NRD 
WEBSITE UNDER A TEMPORARY HARDSHIP 
EXEMPTION.
(6)	If an NRD filer makes a submission other than through the NRD 
website under this section, the NRD filer must resubmit the 
information in NRD format as soon as practicable and in any 
event within 14 days after the unanticipated technical difficulties 
have been resolved.
9.	Part 7 is repealed.
10.	This Instrument comes into force on the day National Instrument 31-103 
Registration Requirements and Exemptions comes into force.


AMENDMENTS TO 
MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2008 pursuant 
to sections 223 and 224 of the Securities Act.
1	This Instrument amends Multilateral Instrument 11-102 Passport System. 
2	Section 1.1 is amended 
(a)	by adding the following definitions:
"category" means a category of registration set out in NI 31-103;
"firm" means a person or company that is registered, or is seeking 
registration, as a dealer, adviser or investment fund manager; 
"foreign firm" means a firm that has its head office outside Canada;
"foreign individual" means an individual whose working office is 
outside Canada;
"Form 33-109F2" means Form 33-109F2 Change or Surrender of 
Individual Categories under NI 33-109; 
"Form 33-109F4" means Form 33-109F4 Registration of Individuals 
and Review of Permitted Individuals under NI 33-109; 
"Form 33-109F5" means Form 33-109F5 Change of Registration 
Information under NI 33-109; 
"Form 33-109F6" means Form 33-109F6 Firm Registration under 
NI 33-109;
"NI 31-103" means National Instrument 31-103 Registration 
Requirements and Exemptions;
"NI 33-109" means National Instrument 33-109 Registration 
Information;
"sponsoring firm" has the same meaning as in NI 33-109; 
"working office" means the office of the sponsoring firm where an 
individual does most of his or her business.  
(b)	in the definition of "national prospectus instrument" by striking out 
"or" at the end of paragraph (d) and by adding the following 
paragraph:
(d.1)	National Instrument 71-101 The Multijurisdictional Disclosure 
System, or, and
(c)	in the definition of "principal regulator" by striking out "Part 3 or 4," 
and substituting "Part 3, 4 or 4A,".
3	Part 2 is repealed.
4	Section 3.4 is repealed.
5	Section 4.4 is amended by striking out "Subject to section 4.5 and 4.6," and 
substituting "Subject to sections 4.4.1, 4.5 and 4.6,".
6	The following section is added:
4.4.1	Principal regulator for discretionary exemption application made with an 
application for registration 
Subject to sections 4.5 and 4.6, if a firm or individual makes an application for 
exemption from a requirement listed below in connection with an application 
for registration in the principal jurisdiction, the principal regulator for the 
application for exemption is the principal regulator as determined under section 
4A.1:
(a)	a requirement in Parts 3 and 12 of NI 31-103; 
(b)	a requirement in Part 2 of NI 33-109. 
7	Section 4.5 is amended
(a)	in subsection (1), 
(i)	by striking out "Subject to subsection (2)," and substituting 
"Subject to  section 4.6 and subsection (2),", and
(ii)	by striking out "as determined under section 4.2, 4.3 or 4.4" and 
substituting "as determined under section 4.2, 4,3, 4.4 or 4.4.1", 
and
(b)	in subsection (2), 
(i)	by striking out "If at any one time" and substituting "Subject to 
section 4.6, if at any one time", and
(ii)	by striking out "as determined under section 4.2, 4.3 or 4.4 or 
subsection (1), and substituting "as determined under section 
4.2, 4.3, 4.4 or 4.4.1 or subsection (1)".
8	Section 4.7(1) is amended by adding "and the exemption is in effect" at the 
end of paragraph (b). 
9	The following Part is added:
PART 4A  REGISTRATION
4A.1	Principal regulator for registration
(1)	Subject to subsections (2) and (3) and section 4A.2, for the purposes of this 
Part, the principal regulator is the securities regulatory authority or regulator of 
the jurisdiction in which,
(a)	for a firm, the firm's head office is located, or
(b)	for an individual, the individual's working office is located. 
(2)	The principal regulator for a foreign firm is the securities regulatory authority 
or regulator in the jurisdiction of Canada the firm identified 
(a)	in item 2.2(b) of its most recently submitted Form 33-109F6, or 
(b)	in its most recently submitted Form 33-109F5, if the change noted in 
that form relates to item 2.2(b) of Form 33-109F6. 
(3)	The principal regulator for a foreign individual is the principal regulator for the 
individual's sponsoring firm.
4A.2	Discretionary change of principal regulator for registration
If a securities regulatory authority or regulator gives written notice that specifies a 
principal regulator for the firm or individual, the securities regulatory authority or 
regulator specified in the notice is the principal regulator for the firm or individual as 
of the later of
(a)	the date the firm or individual receives the notice, and 
(b)	the effective date specified in the notice, if any.
4A.3	Firm registration 
(1)	Subject to subsection (4), if a firm is registered in a category in its principal 
jurisdiction, the firm is registered in the same category in the local jurisdiction 
if 
(a)	the firm has submitted a completed Form 33-109F6 in accordance with 
NI 33-109, and 
(b)	in the case of a category for which securities legislation requires that the 
firm be a member of a self-regulatory organization, the firm is a member 
of the self-regulatory organization or is exempt from the requirement. 
(2)	A firm that makes a submission under subsection (1)(a) must pay the required 
fee at the time it makes the submission. 
(3)	For the purpose of subsection (1), the firm may make the submission by giving 
it to the principal regulator. 
(4)	Subsection (1) does not apply to a firm registered in the category of restricted 
dealer.
4A.4	Individual registration
 (1)	If an individual acting on behalf of a sponsoring firm is registered in a category 
in his or her principal jurisdiction, the individual is registered in the same 
category in the local jurisdiction if
(a)	the sponsoring firm is registered in the local jurisdiction in the same 
category as in the firm's principal jurisdiction, 
(b)	the individual has submitted a completed Form 33-109F2 or a completed 
Form 33-109F4 in accordance with NI 33-109, and
(c)	in the case of a category for which securities legislation requires that the 
individual be a member or an approved person of a self-regulatory 
organization, the individual is a member or approved person of the self-
regulatory organization or is exempt from the requirement. 
(2)	An individual who makes a submission under subsection (1)(b) must pay the 
required fee  at the time the individual makes the submission. 
4A.5	Terms and conditions of registration
(1)	If a firm or individual is registered in the same category in the principal 
jurisdiction and in the local jurisdiction, a term, condition, restriction or 
requirement imposed on the registration in the principal jurisdiction applies as 
if it were imposed in the local jurisdiction.
(2)	A term, condition, restriction or requirement that applies in the local 
jurisdiction under subsection (1) continues to apply until the earlier of the date
(a)	the securities regulatory authority or regulator that imposed the term, 
condition, restriction or requirement cancels or revokes it, or
(b)	the term, condition, restriction or requirement expires. 
4A.6	Suspension
If a firm's or individual's registration in the principal jurisdiction is suspended, the 
firm's or individual's registration in the local jurisdiction is suspended. 
4A.7	Termination
If a firm's or individual's registration in the principal jurisdiction is cancelled, 
revoked or terminated, as applicable, the firm's or individual's registration in the local 
jurisdiction is cancelled, revoked or terminated, as applicable. 
4A.8	Surrender
If a firm or individual is registered in the same category in the local jurisdiction and 
the principal jurisdiction, and the firm or individual applies to surrender the 
registration in the principal jurisdiction, the firm's or individual's registration in that 
category in the local jurisdiction is cancelled, revoked or terminated, as applicable, if 
the principal regulator accepts the firm's or individual's surrender of registration in 
the principal jurisdiction. 
4A.9	Transition - terms and conditions in non-principal jurisdictions 
(1)	Subject to subsection (2), section 4A.5 does not apply to a firm or individual 
until October 28, 2009 if the firm or individual was registered in the local 
jurisdiction before September 28, 2009.
(2)	Section 4A.5 does not apply to a firm or individual after October 28, 2009 if
(a)	on or before October 28, 2009, the firm or individual applies to the 
securities regulatory authority or regulator for an exemption from 
section 4A.5, and
(b)	the securities regulatory authority or regulator has not issued a decision 
rejecting the application and the application has not been withdrawn.
(3)	Subject to subsection (4), if a firm or individual was registered in the same 
category in the principal jurisdiction and the local jurisdiction before 
September 28, 2009, a term, condition, restriction or requirement imposed on 
the registration in the local jurisdiction before October 28, 2009, if any, does 
not apply to the firm or individual on or after October 28, 2009 unless the term, 
condition, restriction or requirement was   
(a)	agreed to under a settlement agreement between the firm or individual 
and the securities regulatory authority or regulator, or
(b)	imposed in a decision relating to the firm or individual made by the 
securities regulatory authority or regulator following a hearing.
(4)	If a firm or individual applies for an exemption under subsection (2), 
subsection (3) does not apply unless 
(a)	the securities regulatory authority or regulator has issued a decision 
rejecting the application, or 
(b)	the application has been withdrawn.
4A.10	Notice of principal regulator for foreign firm
(1) 	If a foreign firm was registered in a category in the local jurisdiction and 
another jurisdiction of Canada before September 28, 2009, the firm must 
submit the information required in item 2.2(b) of Form 33-109F6 by submitting 
a Form 33-109F5 on or before October 28, 2009. 
(2) 	For the purposes of subsection (1), the foreign firm may make the submission 
by giving it to the principal regulator.
10	Appendix A is repealed. 
11	Appendix B is amended by 
(a)	repealing the text opposite "Prince Edward Island" and substituting 
"sections 94 (Prospectus required) and 95 (Filing prospectus without 
distribution)", 
(b)	repealing the text opposite "Yukon" and substituting "sections 94 
(Prospectus required) and 95 (Filing prospectus without distribution)",
(c)	repealing the text opposite "Northwest Territories" and substituting 
"sections 94 (Prospectus required) and 95 (Filing prospectus without 
distribution)", and
(d)	repealing the text opposite "Nunavut" and substituting "sections 94 
(Prospectus required) and 95 (Filing prospectus without distribution)".
12	Appendix C is repealed.
13	Appendix D is repealed and Appendix D attached to this Instrument is 
substituted. 
14	This Instrument comes into force on September 28, 2009.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


REPEAL OF 
NATIONAL INSTRUMENT 31-101 NATIONAL REGISTRATION SYSTEM
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2008 pursuant 
to sections 223 and 224 of the Securities Act.
1	This Instrument repeals National Instrument 31-101 National Registration 
System.
2	This Instrument comes into force on September 28, 2009.
NATIONAL INSTRUMENT 45-106 
PROSPECTUS AND REGISTRATION EXEMPTIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
Table of Contents
PART 1: DEFINITIONS AND INTERPRETATION
1.1	Definitions
1.2	Interpretation of indirect interest
1.3	Affiliate
1.4	Control
1.5	Registration requirement
1.6	Definition of distribution - Manitoba
1.7	Definition of trade - Qu‚bec
PART 2: PROSPECTUS EXEMPTIONS
Division 1: Capital Raising Exemptions
2.1	Rights offering
2.2	Reinvestment plan
2.3	Accredited investor
2.4	Private issuer
2.5	Family, friends and business associates
2.6	Family, friends and business associates - Saskatchewan
2.7	Founder, control person and family - Ontario
2.8	Affiliates
2.9	Offering memorandum
2.10	Minimum amount investment
Division 2: Transaction Exemptions
2.11	Business combination and reorganization
2.12	Asset acquisition
2.13	Petroleum, natural gas and mining properties
2.14	Securities for debt
2.15	Issuer acquisition or redemption
2.16	Take-over bid and issuer bid
2.17	Offer to acquire to security holder outside local jurisdiction
Division 3: Investment Fund Exemptions
2.18	Investment fund reinvestment
2.19	Additional investment in investment funds
2.20	Private investment club
2.21	Private investment fund - loan and trust pools
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
2.22	Definitions
2.23	Interpretation
2.24	Employee, executive officer, director and consultant
2.25	Unlisted reporting issuer exception
2.26	Distributions among current or former employees, executive officers, directors, 
or consultants of non-reporting issuer
2.27	Permitted transferees
2.28	Limitations re: permitted transferees
2.29	Issuer bid
Division 5: Miscellaneous Exemptions
2.30	Isolated distribution by issuer
2.31	Dividends and distributions
2.32	Distribution to lender by control person for collateral
2.33	Acting as underwriter
2.34	Specified debt
2.35	Short-term debt
2.36	Mortgages
2.37	Personal property security legislation
2.38	Not for profit issuer
2.39	Variable insurance contract
2.40	RRSP/RRIF/TFSA
2.41	Schedule III banks and cooperative associations - evidence of deposit
2.42	Conversion, exchange, or exercise
2.43	Self-directed registered educational savings plans
PART 3: REGISTRATION EXEMPTIONS
3.0	Removal of exemptions - market intermediaries
Division 1: Capital Raising Exemptions
3.1	Rights offering
3.2	Reinvestment plan
3.3	Accredited investor
3.4	Private issuer
3.5	Family, friends and business associates
3.6	Family, friends and business associates - Saskatchewan
3.7	Founder, control person and family - Ontario
3.8	Affiliates
3.9	Offering memorandum
3.10	Minimum amount investment
Division 2: Transaction Exemptions
3.11	Business combination and reorganization
3.12	Asset acquisition
3.13	Petroleum, natural gas and mining properties
3.14	Securities for debt
3.15	Issuer acquisition or redemption
3.16	Take-over bid and issuer bid
3.17	Offer to acquire to security holder outside local jurisdiction
Division 3: Investment Fund Exemptions
3.18	Investment fund reinvestment
3.19	Additional investment in investment funds
3.20	Private investment club
3.21	Private investment fund - loan and trust pools
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
3.22	Definitions
3.23	Interpretation
3.24	Employee, executive officer, director and consultant
3.25	Unlisted reporting issuer exception
3.26	Trades among current or former employees, executive officers, directors, or 
consultants of non-reporting issuer
3.27	Permitted transferees
3.28	Resale - non-reporting issuer
Division 5: Miscellaneous Exemptions
3.29	Isolated trade
3.30	Isolated trade by issuer
3.31	Dividends and distributions
3.32	Trade to lender by control person for collateral
3.33	Acting as underwriter
3.34	Specified debt
3.35	Short-term debt
3.36	Mortgages
3.37	Personal property security legislation
3.38	Not for profit issuer
3.39	Variable insurance contract
3.40	RRSP/RRIF/TFSA
3.41	Schedule III banks and cooperative associations - evidence of deposit
3.42	Conversion, exchange, or exercise
3.43	Self-directed registered educational savings plans
3.44	Registered dealer
3.45	Exchange contract
3.46	Estates, bankruptcies, and liquidations
3.47	Employees of registered dealer
3.48	Small security holder selling and purchase arrangements
3.49	Adviser
3.50	Investment dealer acting as portfolio manager
PART 4: CONTROL BLOCK DISTRIBUTIONS
4.1	Control block distributions
4.2	Distributions by a control person after a take-over bid

PART 5: OFFERINGS BY TSX VENTURE EXCHANGE OFFERING
		DOCUMENT
5.1	Application and interpretation
5.2	TSX Venture Exchange offering
5.3	Underwriter obligations
PART 6: REPORTING REQUIREMENTS
6.1	Report of exempt distribution
6.2	When report not required
6.3	Required form of report of exempt distribution
6.4	Required form of offering memorandum
6.5	Required form of risk acknowledgement
PART 7: EXEMPTION
7.1	Exemption
PART 8: TRANSITIONAL, COMING INTO FORCE
8.1	Additional investment - investment funds - exemption from prospectus 
requirement
8.1.1	Additional investment - investment funds - exemption from registration 
requirement
8.2	Definition of "accredited investor" - investment fund
8.3 	Transition - Closely-held issuer - exemption from prospectus requirement
8.3.1	Transition - Closely-held issuer - exemption from registration requirement
8.4	Transition - Reinvestment plan
8.5	Application of Part 3 of this instrument
8.6	Repeal of former instrument
8.7	Effective date
Appendix A - Variable Insurance Contract Exemption
Appendix B - Control Block Distribution
NATIONAL INSTRUMENT 45-106 
PROSPECTUS AND REGISTRATION EXEMPTIONS
PART 1: DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Instrument
"accredited investor" means
(a)	a Canadian financial institution, or a Schedule III bank,
(b)	the Business Development Bank of Canada incorporated under the 
Business Development Bank of Canada Act (Canada),
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the 
person owns all of the voting securities of the subsidiary, except the 
voting securities required by law to be owned by directors of that 
subsidiary,
(d)	a person registered under the securities legislation of a jurisdiction of 
Canada as an adviser or dealer, other than a person registered solely as a 
limited market dealer under one or both of the Securities Act (Ontario) 
or the Securities Act (Newfoundland and Labrador), 
(e)	an individual registered or formerly registered under the securities 
legislation of a jurisdiction of Canada as a representative of a person 
referred to in paragraph (d), 
(f)	the Government of Canada or a jurisdiction of Canada, or any crown 
corporation, agency or wholly owned entity of the Government of 
Canada or a jurisdiction of Canada, 
(g)	a municipality, public board or commission in Canada and a 
metropolitan community, school board, the Comit‚ de gestion de la taxe 
scolaire de l'Œle de Montr‚al or an intermunicipal management board in 
Qu‚bec,
(h)	any national, federal, state, provincial, territorial or municipal 
government of or in any foreign jurisdiction, or any agency of that 
government,
(i)	a pension fund that is regulated by  the Office of the Superintendent of 
Financial Institutions (Canada) a pension commission or similar 
regulatory authority of a jurisdiction of Canada,
(j)	an individual who, either alone or with a spouse, beneficially owns, 
financial assets having an aggregate realizable value that before taxes, 
but net of any related liabilities, exceeds $1 000 000,
(k)	an individual whose net income before taxes exceeded $200 000 in each 
of the 2 most recent calendar years or whose net income before taxes 
combined with that of a spouse exceeded $300 000 in each of the 2 most 
recent calendar years and who, in either case, reasonably expects to 
exceed that net income level in the current calendar year,
(l)	an individual who, either alone or with a spouse, has net assets of at least 
$5 000 000, 
(m)	a person, other than an individual or investment fund, that has net assets 
of at least $5 000 000 as shown on its most recently prepared financial 
statements,
(n)	an investment fund that distributes or has distributed its securities only 
to 
(i)	a person that is or was an accredited investor at the time of the 
distribution, 
(ii)	a person that acquires or acquired securities in the circumstances 
referred to in sections 2.10 [Minimum amount investment], or 
2.19 [Additional investment in investment funds], or
(iii)	a person described in paragraph (i) or (ii) that acquires or 
acquired securities under section 2.18 [Investment fund 
reinvestment],
(o)	an investment fund that distributes or has distributed securities under a 
prospectus in a jurisdiction of Canada for which the regulator or, in 
Qu‚bec, the securities regulatory authority, has issued a receipt,
(p)	a trust company or trust corporation registered or authorized to carry on 
business under the Trust and Loan Companies Act (Canada) or under 
comparable legislation in a jurisdiction of Canada or a foreign 
jurisdiction, acting on behalf of a fully managed account managed by the 
trust company or trust corporation, as the case may be,
(q)	a person acting on behalf of a fully managed account managed by that 
person, if that person
(i)	is registered or authorized to carry on business as an adviser or 
the equivalent under the securities legislation of a jurisdiction of 
Canada or a foreign jurisdiction, and
(ii)	in Ontario, is purchasing a security that is not a security of an 
investment fund,
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to 
the trade, has obtained advice from an eligibility adviser or an adviser 
registered under the securities legislation of the jurisdiction of the 
registered charity to give advice on the securities being traded,
(s)	an entity organized in a foreign jurisdiction that is analogous to any of 
the entities referred to in paragraphs (a) to (d) or paragraph (i) in form 
and function, 
(t)	a person in respect of which all of the owners of interests, direct, indirect 
or beneficial, except the voting securities required by law to be owned 
by directors, are persons that are accredited investors, 
(u)	an investment fund that is advised by a person registered as an adviser or 
a person that is exempt from registration as an adviser, or
(v)	a person that is recognized or designated by the securities regulatory 
authority or, except in Ontario and Qu‚bec, the regulator as an 
accredited investor;
"AIF" means
(a)	an AIF as defined in National Instrument 51-102 Continuous Disclosure 
Obligations, 
(b)	a prospectus filed in a jurisdiction, other than a prospectus filed under a 
CPC instrument, if the issuer has not filed or been required to file an AIF 
or annual financial statements under National Instrument 51-102 
Continuous Disclosure Obligations, or
(c)	a QT circular if the issuer has not filed or been required to file annual 
financial statements under National Instrument 51-102 Continuous 
Disclosure Obligations, subsequent to filing a QT circular;
"approved credit rating" has the same meaning as in National Instrument 81-102 
Mutual Funds;
"approved credit rating organization" has the same meaning as in National 
Instrument 81-102 Mutual Funds;
"bank" means a bank named in Schedule I or II of the Bank Act (Canada);
"Canadian financial institution" means 
(a)	an association governed by the Cooperative Credit Associations Act 
(Canada) or a central cooperative credit society for which an order has 
been made under section 473(1) of that Act, or
(b)	a bank, loan corporation, trust company, trust corporation, insurance 
company, treasury branch, credit union, caisse populaire, financial 
services cooperative, or league that, in each case, is authorized by an 
enactment of Canada or a jurisdiction of Canada to carry on business in 
Canada or a jurisdiction of Canada;
"CPC instrument" means a rule, regulation or policy of the TSX Venture Exchange 
Inc. that applies only to capital pool companies, and, in Quebec, includes Policy 
Statement 41-601Q, Capital Pool Companies; 
"debt security" means any bond, debenture, note or similar instrument representing 
indebtedness, whether secured or unsecured;
"director" means
(a)	a member of the board of directors of a company or an individual who 
performs similar functions for a company, and
(b)	with respect to a person that is not a company, an individual who 
performs functions similar to those of a director of a company;
"eligibility adviser" means
(a)	a person that is registered as an investment dealer and authorized to give 
advice with respect to the type of security being distributed, and
(b)	in Saskatchewan or Manitoba, also means a lawyer who is a practicing 
member in good standing with a law society of a jurisdiction of Canada 
or a public accountant who is a member in good standing of an institute 
or association of chartered accountants, certified general accountants or 
certified management accountants in a jurisdiction of Canada provided 
that the lawyer or public accountant must not
(i)	have a professional, business or personal relationship with the 
issuer, or any of its directors, executive officers, founders, or 
control persons, and
(ii)	have acted for or been retained personally or otherwise as an 
employee, executive officer, director, associate or partner of a 
person that has acted for or been retained by the issuer or any of 
its directors, executive officers, founders or control persons 
within the previous 12 months;
"eligible investor" means
(a)	a person whose
(i)	net assets, alone or with a spouse, in the case of an individual, 
exceed $400 000,
(ii)	net income before taxes exceeded $75 000 in each of the 2 most 
recent calendar years and who reasonably expects to exceed that 
income level in the current calendar year, or
(iii)	net income before taxes, alone or with a spouse, in the case of an 
individual, exceeded $125 000 in each of the 2 most recent 
calendar years and who reasonably expects to exceed that 
income level in the current calendar year,
(b)	a person of which a majority of the voting securities are beneficially 
owned by eligible investors or a majority of the directors are eligible 
investors,
(c)	a general partnership of which all of the partners are eligible investors,
(d)	a limited partnership of which the majority of the general partners are 
eligible investors,
(e)	a trust or estate in which all of the beneficiaries or a majority of the 
trustees or executors are eligible investors,
(f)	an accredited investor, 
(g)	a person described in section 2.5 [Family, friends and business 
associates], or
(h)	a person that has obtained advice regarding the suitability of the 
investment and, if the person is resident in a jurisdiction of Canada, that 
advice has been obtained from an eligibility adviser;
"executive officer" means, for an issuer, an individual who is
(a)	a chair, vice-chair or president, 
(b)	a vice-president in charge of a principal business unit, division or 
function including sales, finance or production, or
(c)	performing a policy-making function in respect of the issuer;
"financial assets" means
(a)	cash,
(b)	securities, or
(c)	a contract of insurance, a deposit or an evidence of a deposit that is not a 
security for the purposes of securities legislation;
"founder" means, in respect of an issuer, a person who,
(a)	acting alone, in conjunction, or in concert with one or more persons, 
directly or indirectly, takes the initiative in founding, organizing or 
substantially reorganizing the business of the issuer, and
(b)	at the time of the distribution or trade is actively involved in the business 
of the issuer;
"fully managed account" means an account of a client for which a person makes the 
investment decisions if that person has full discretion to trade in securities for the 
account without requiring the client's express consent to a transaction;
"investment fund" has the same meaning as in National Instrument 81-106 
Investment Fund Continuous Disclosure;
"marketplace" has the same meaning as in National Instrument 21-101 Marketplace 
Operation;
"MD&A" has the same meaning as in National Instrument 51-102 Continuous 
Disclosure Obligations;
"non-redeemable investment fund" has the same meaning as in National Instrument 
81-106 Investment Fund Continuous Disclosure;
"person" includes
(a)	an individual,
(b)	a corporation,
(c)	a partnership, trust, fund and an association, syndicate, organization or 
other organized group of persons, whether incorporated or not, and
(d)	an individual or other person in that person's capacity as a trustee, 
executor, administrator or personal or other legal representative;
"QT circular" means an information circular or filing statement in respect of a 
qualifying transaction for a capital pool company filed under a CPC instrument;
"qualifying issuer" means a reporting issuer in a jurisdiction of Canada that 
(a)	is a SEDAR filer, 
(b)	has filed all documents required to be filed under the securities 
legislation of that jurisdiction, and
(c)	if not required to file an AIF, has filed in the jurisdiction,
(i)	an AIF for its most recently completed financial year for which 
annual statements are required to be filed, and 
(ii)	copies of all material incorporated by reference in the AIF not 
previously filed; 


"related liabilities" means 
(a)	liabilities incurred or assumed for the purpose of financing the 
acquisition or ownership of financial assets, or
(b)	liabilities that are secured by financial assets;
"RRIF" means a registered retirement income fund as defined in the Income Tax Act 
(Canada) ;
"RRSP" means a registered retirement savings plan as defined in the Income Tax Act 
(Canada);
"Schedule III bank" means an authorized foreign bank named in Schedule III of the 
Bank Act (Canada);
"SEDAR filer" means an issuer that is an electronic filer under National Instrument 
13-101 System for Electronic Document Analysis and Retrieval (SEDAR);
"self-directed RESP" means an educational savings plan registered under the Income 
Tax Act (Canada) 
(a)	that is structured so that a contribution by a subscriber to the plan is 
deposited directly into an account in the name of the subscriber, and
(b)	under which the subscriber maintains control and direction over the plan 
to direct how the assets of the plan are to be held, invested or reinvested 
subject to compliance with the Income Tax Act (Canada);
"spouse" means, an individual who,
(a)	is married to another individual and is not living separate and apart 
within the meaning of the Divorce Act (Canada), from the other 
individual,
(b)	is living  with another individual in a marriage-like relationship, 
including a marriage-like relationship between individuals of the same 
gender, or
(c)	in Alberta, is an individual referred to in paragraph (a) or (b), or is an 
adult interdependent partner within the meaning of the Adult 
Interdependent Relationships Act (Alberta);
"subsidiary" means an issuer that is controlled directly or indirectly by another issuer 
and includes a subsidiary of that subsidiary; 
"TFSA" means a tax-free savings account as described in the Income Tax Act 
(Canada).


Interpretation of indirect interest
1.2 For the purposes of paragraph 1.1(t), in British Columbia, an indirect interest 
means an economic interest in the person referred to in that paragraph.
Affiliate
1.3 For the purpose of this Instrument, an issuer is an affiliate of another issuer if
(a)	one of them is the subsidiary of the other, or
(b)	each of them is controlled by the same person.
Control
1.4 Except in Part 2, Division 4, for the purpose of this Instrument, a person (first 
person) is considered to control another person (second person) if
(a)	the first person beneficially owns or directly or indirectly, exercises 
control or direction over securities of the second person carrying votes 
which, if exercised, would entitle the first person to elect a majority of 
the directors of the second person, unless that first person holds the 
voting securities only to secure an obligation,
(b)	the second person is a partnership, other than a limited partnership, and 
the first person  holds more than 50% of the interests of the partnership, 
or
(c)	the second person is a limited partnership and the general partner of the 
limited partnership is the first person. 
Registration requirement
1.5 (1) An exemption in this Instrument from the dealer registration requirement, or 
from the prospectus requirement, that refers to a registered dealer is only available for 
a trade in a security if the dealer is registered in a category that permits the trade 
described in the exemption. 
(2)  In this Instrument, an exemption from the dealer registration requirement is an 
exemption from the underwriter registration requirement.
Definition of distribution - Manitoba
1.6 For the purpose of this Instrument, in Manitoba, "distribution" means a primary 
distribution to the public.
Definition of trade - Qu‚bec
1.7 For the purpose of this Instrument, in Qu‚bec, "trade" refers to any of the 
following activities: 
(a)	the activities described in the definition of "dealer" in section 5 of the 
Securities Act (R.S.Q., c. V-1.1), including the following activities: 
(i)	the sale or disposition of a security by onerous title, whether the 
terms of payment be on margin, installment or otherwise, but 
does not include a transfer or the giving in guarantee of securities 
in connection with a debt or the purchase of a security, except as 
provided in paragraph (b);
(ii)	participation as a trader in any transaction in a security through 
the facilities of an exchange or a quotation and trade reporting 
system;
(iii)	the receipt by a registrant of an order to buy or sell a security;
(b)	a transfer or the giving in guarantee of securities of an issuer from the 
holdings of a control person in connection with a debt. 
PART 2: PROSPECTUS EXEMPTIONS
Division 1: Capital Raising Exemptions
Rights offering
2.1 The prospectus requirement does not apply to a distribution by an issuer of a right 
granted by the issuer to purchase a security of its own issue to a security holder of the 
issuer if 
(a)	the issuer has given the regulator or, in Qu‚bec, the securities regulatory 
authority, prior written notice stating the date, amount, nature and 
conditions of the distribution, including the approximate net proceeds to 
be derived by the issuer on the basis of the additional securities being 
fully taken up, 
(b)	the regulator or, in Qu‚bec, the securities regulatory authority, has not 
objected in writing to the distribution within 10 days of receipt of the 
notice referred to in paragraph (a) or, if the regulator or securities 
regulatory authority objects to the distribution, the issuer has delivered 
to the regulator or securities regulatory authority information relating to 
the securities that is satisfactory to and accepted by the regulator or 
securities regulatory authority, and 
(c)	the issuer has complied with the applicable requirements of National 
Instrument 45-101 Rights Offerings.
Reinvestment plan
2.2 (1) Subject to subsections (3), (4) and (5), the prospectus requirement does not 
apply to the following distributions by an issuer, or by a trustee, custodian or 
administrator acting for or on behalf of the issuer, to a security holder of the issuer if 
the distributions are permitted by a plan of the issuer: 
(a)	a distribution of a security of the issuer's own issue if a dividend or 
distribution out of earnings, surplus, capital or other sources payable in 
respect of the issuer's securities is applied to the purchase of the 
security, and
(b)	subject to subsection (2), a distribution of a security of the issuer's own 
issue if the security holder makes an optional cash payment to purchase 
the security of the issuer that trades on a marketplace.
(2) Subsection (1) does not apply unless the aggregate number of securities issued 
under the optional cash payment referred to in subsection (1)(b) does not exceed, in 
the financial year of the issuer during which the distribution takes place, 2% of the 
issued and outstanding securities of the class to which the plan relates as at the 
beginning of the financial year.
(3) A plan that permits a distribution described in subsection (1)(a) or (b) must be 
available to every security holder in Canada to which the dividend or distribution out 
of earnings, surplus, capital or other sources is available.
(4) Subsection (1) does not apply to a distribution of a security of an investment fund.
(5)	Subject to section 8.3.1, if the security distributed 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 distributed under the plan or notice of a source from 
which the participant can obtain the information without charge.
Accredited investor 
2.3 (1) The prospectus requirement does not apply to a distribution of a security if the 
purchaser purchases the security as principal and is an accredited investor. 
(2) Subject to subsection (3), for the purpose of this section, a trust company or trust 
corporation described in paragraph (p) of the definition of "accredited investor" in 
section 1.1 [Definitions] is deemed to be purchasing as principal.
(3) Subsection (2) does not apply to a trust company or trust corporation registered 
under the laws of Prince Edward Island that is not registered or authorized under the 
Trust and Loan Companies Act (Canada) or under comparable legislation in another 
jurisdiction of Canada.
(4) For the purpose of this section, a person described in paragraph (q) of the 
definition of "accredited investor" in section 1.1 [Definitions] is deemed to be 
purchasing as principal.
(5) This section does not apply to a distribution of a security to a person if the person 
was created, or is used, solely to purchase or hold securities as an accredited investor 
described in paragraph (m) of the definition of "accredited investor" in section 1.1 
[Definitions].  
Private issuer 
2.4 (1) In this section, 
"private issuer" means an issuer
(a)	that is not a reporting issuer or an investment fund, 
(b)	the securities of which, other than non-convertible debt securities,
(i)	are subject to restrictions on transfer that are contained in the 
issuer's constating documents or security holders' agreements, 
and
(ii)	are beneficially owned by not more than 50 persons, not 
including employees and former employees of the issuer or its 
affiliates, provided that each person is counted as one beneficial 
owner unless the person is created or used solely to purchase or 
hold securities of the issuer in which case each beneficial owner 
or each beneficiary of the person, as the case may be, must be 
counted as a separate beneficial owner, and
(c)	that 
(i)	has distributed its securities only to persons described in 
subsection (2), or 
(ii)	has completed a transaction and immediately following the 
completion of the transaction, its securities were beneficially 
owned only by persons described in subsection (2) and since the 
completion of the transaction has distributed its securities only to 
persons described in subsection (2).
(2) The prospectus requirement does not apply to a distribution of a security of a 
private issuer to a person who purchases the security as principal and is 
(a)	a director, officer, employee, founder or control person of the issuer,
(b)	a director, officer or employee of an affiliate of the issuer,
(c)	a spouse, parent, grandparent, brother, sister, child or grandchild of a 
director, executive officer, founder or control person of the issuer,
(d)	a parent, grandparent, brother, sister, child or grandchild of the spouse of 
a director, executive officer, founder or control person of the issuer,
(e)	a close personal friend of a director, executive officer, founder or control 
person of the issuer,
(f)	a close business associate of a director, executive officer, founder or 
control person of the issuer,
(g)	a spouse, parent, grandparent, brother, sister, child or grandchild of the 
selling security holder or of the selling security holder's spouse,
(h)	a security holder of the issuer,
(i)	an accredited investor,
(j)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (i),
(k)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (i), or 
(l)	a person that is not the public.
(3) Except for a distribution to an accredited investor, no commission or finder's fee 
may be paid to any director, officer, founder or control person of an issuer in 
connection with a distribution under subsection (2). 


Family, friends and business associates
2.5 (1) Except in Ontario and subject to section 2.6 [Family, friends and business 
associates -- Saskatchewan], the prospectus requirement does not apply to a 
distribution of a security to a person who purchases the security as principal and is 
(a)	a director, executive officer or control person of the issuer, or of an 
affiliate of the issuer,
(b)	a spouse, parent, grandparent, brother, sister, child or grandchild of a 
director, executive officer or control person of the issuer, or of an 
affiliate of the issuer,
(c)	a parent, grandparent, brother, sister, child or grandchild of the spouse of 
a director, executive officer or control person of the issuer or of an 
affiliate of the issuer,
(d)	a close personal friend of a director, executive officer or control person 
of the issuer, or of an affiliate of the issuer,
(e)	a close business associate of a director, executive officer or control 
person of the issuer, or of an affiliate of the issuer,
(f)	a founder of the issuer or a spouse, parent, grandparent, brother, sister, 
child, grandchild, close personal friend or close business associate of a 
founder of the issuer,
(g)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a 
founder of the issuer,
(h)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (g), or
(i)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (g). 
(2) No commission or finder's fee may be paid to any director, officer, founder, or 
control person of an issuer or an affiliate of the issuer in connection with a 
distribution under subsection (1). 


Family, friends and business associates - Saskatchewan 
2.6 (1) In Saskatchewan, section 2.5 [Family, friends and business associates] does 
not apply unless the person making the distribution obtains a signed risk 
acknowledgement from the purchaser in the required form for a distribution to
(a)	a person described in section 2.5(1) (d) or (e) [Family, friends and 
business associates],
(b)	a close personal friend or close business associate of a founder of the 
issuer, or
(c)	a person described in section 2.5(1)(h) or (i) [Family, friends and 
business associates] if the distribution is based in whole or in part on a 
close personal friendship or close business association.
(2) The person making the distribution must retain the required form referred to in 
subsection (1) for 8 years after the distribution.
Founder, control person and family - Ontario
2.7 In Ontario, the prospectus requirement does not apply to a distribution to a person 
who purchases the security as principal and is
(a)	a founder of the issuer,
(b)	an affiliate of a founder of the issuer, 
(c)	a spouse, parent, brother, sister, grandparent, grandchild or child of an 
executive officer, director or founder of the issuer, or
(d)	a person that is a control person of the issuer.
Affiliates
2.8 The prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue to an affiliate of the issuer that is purchasing as principal. 


Offering memorandum
2.9 (1) In British Columbia, New Brunswick, Nova Scotia and Newfoundland and 
Labrador, the prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue to a purchaser if 
(a)	the purchaser purchases the security as principal, and
(b)	at the same time or before the purchaser signs the agreement to purchase 
the security, the issuer
(i)	delivers an offering memorandum to the purchaser in compliance 
with subsections (5) to (13), and
(ii)	obtains a signed risk acknowledgement from the purchaser in 
compliance with subsection (15).
(2) In Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, 
Qu‚bec, Saskatchewan and Yukon, the prospectus requirement does not apply to a 
distribution by an issuer of a security of its own issue to a purchaser if 
(a)	the purchaser purchases the security as principal,
(b)	the purchaser is an eligible investor or the acquisition cost to the 
purchaser does not exceed $10 000, 
(c)	at the same time or before the purchaser signs the agreement to purchase 
the security, the issuer 
(i)	delivers an offering memorandum to the purchaser in compliance 
with subsections (5) to (13), and
(ii)	obtains a signed risk acknowledgement from the purchaser in 
compliance with subsection (15), 
and
(d)	if the issuer is an investment fund, the investment fund is 
(i)	a non-redeemable investment fund, or
(ii)	a mutual fund that is a reporting issuer.
(3)  In Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, 
Qu‚bec, Saskatchewan and Yukon, this section does not apply to a distribution of a 
security to a person described in paragraph (a) of the definition of "eligible investor" 
in section 1.1 [Definitions] if that person was created, or is used, solely to purchase or 
hold securities in reliance on the exemption from the prospectus requirement set out 
in subsection (2).
(4) No commission or finder's fee may be paid to any person, other than a registered 
dealer, in connection with a distribution to a purchaser in the Northwest Territories, 
Nunavut, Saskatchewan and Yukon under subsection (2).
(5) An offering memorandum delivered under this section must be in the required 
form.
(6) If the securities legislation where the purchaser is resident does not provide a 
comparable right, an offering memorandum delivered under this section must provide 
the purchaser with a contractual right to cancel the agreement to purchase the security 
by delivering a notice to the issuer not later than midnight on the 2nd business day 
after the purchaser signs the agreement to purchase the security.
(7) If the securities legislation where the purchaser is resident does not provide 
statutory rights of action in the event of a misrepresentation in an offering 
memorandum delivered under this section, the offering memorandum must contain a 
contractual right of action against the issuer for rescission or damages that
(a)	is available to the purchaser if the offering memorandum, or any 
information or documents incorporated or deemed to be incorporated by 
reference into the offering memorandum, contains a misrepresentation, 
without regard to whether the purchaser relied on the misrepresentation,
(b)	is enforceable by the purchaser delivering a notice to the issuer 
(i)	in the case of an action for rescission, within 180 days after the 
purchaser signs the agreement to purchase the security, or
(ii)	in the case of an action for damages, before the earlier of
A)	180 days after the purchaser first has knowledge of the 
facts giving rise to the cause of action, or
B)	3 years after the date the purchaser signs the agreement 
to purchase the security,
(c)	is subject to the defence that the purchaser had knowledge of the 
misrepresentation,
(d)	in the case of an action for damages, provides that the amount 
recoverable 
(i)	must not exceed the price at which the security was offered, and
(ii)	does not include all or any part of the damages that the issuer 
proves does not represent the depreciation in value of the 
security resulting from the misrepresentation, and
(e)	is in addition to, and does not detract from, any other right of the 
purchaser.
(8) An offering memorandum delivered under this section must contain a certificate 
that states the following:
"This offering memorandum does not contain a misrepresentation."
(9) If the issuer is a company, a certificate under subsection (8) must be signed
(a)	by the issuer's chief executive officer and chief financial officer or, if 
the issuer does not have a chief executive officer or chief financial 
officer, an individual acting in that capacity,
(b)	on behalf of the directors of the issuer, by
(i)	any 2 directors who are authorized to sign, other than the persons 
referred to in paragraph (a), or
(ii)	all the directors of the issuer, and
(c)	by each promoter of the issuer.
(10) If the issuer is a trust, a certificate under subsection (8) must be signed by
(a)	the individuals who perform functions for the issuer similar to those 
performed by the chief executive officer and the chief financial officer 
of a company, and
(b)	each trustee and the manager of the issuer.
(10.1) If a trustee or the manager that is signing the certificate of the issuer is
(a)	an individual, the individual must sign the certificate,
(b)	a company, the certificate must be signed
(i)	by the chief executive officer and the chief financial officer of 
the trustee or the manager, and
(ii)	on behalf of the board of directors of the trustee or the manager, 
by
A)	any two directors of the trustee or the manager, other 
than the persons referred to in subparagraph (i), or
B)	all of the directors of the trustee or the manager,
(c)	a limited partnership, the certificate must be signed by each general 
partner of the limited partnership as described in subsection (11.1) in 
relation to an issuer that is a limited partnership, or
(d)	not referred to in paragraphs (a), (b) or (c), the certificate may be signed 
by any person or company with authority to act on behalf of the trustee 
or the manager.
(10.2) Despite subsections (10) and (10.1), if the issuer is an investment fund and the 
declaration of trust, trust indenture or trust agreement establishing the investment 
fund delegates the authority to do so, or otherwise authorizes an individual or 
company to do so, the certificate may be signed by the individual or company to 
whom the authority is delegated or that is authorized to sign the certificate.
(10.3) Despite subsections (10) and (10.1), if the trustees of an issuer, other than an 
investment fund, do not perform functions for the issuer similar to those performed by 
the directors of a company, the trustees are not required to sign the certificate of the 
issuer if at least two individuals who perform functions for the issuer similar to those 
performed by the directors of a company sign the certificate.
(11) If the issuer is a limited partnership, a certificate under subsection (8) must be 
signed by
(a)	each individual who performs a function for the issuer similar to any of 
those performed by the chief executive officer or the chief financial 
officer of a company, and
(b)	each general partner of the issuer.
(11.1) If a general partner of the issuer is
(a)	an individual, the individual must sign the certificate,
(b)	a company, the certificate must be signed
(i)	by the chief executive officer and the chief financial officer of 
the general partner, and
(ii)	on behalf of the board of directors of the general partner, by
A)	any two directors of the general partner, other than the 
persons referred to in subparagraph (i), or
B)	all of the directors of the general partner,
(c)	a limited partnership, the certificate must be signed by each general 
partner of the limited partnership and, for greater certainty, this 
subsection applies to each general partner required to sign,
(d)	a trust, the certificate must be signed by the trustees of the general 
partner as described in subsection 10 in relation to an issuer that is a 
trust, or
(e)	not referred to in paragraphs (a) to (d), the certificate may be signed by 
any person or company with authority to act on behalf of the general 
partner.
(12) If an issuer is not a company, trust or limited partnership, a certificate under 
subsection (8) must be signed by the persons that, in relation to the issuer, are in a 
similar position or perform a similar function to any of the persons referred to in 
subsections (9), (10), (10.1), (10.2), (10.3), (11) and (11.1).
(13) A certificate under subsection (8) must be true
(a)	at the date the certificate is signed, and
(b)	at the date the offering memorandum is delivered to the purchaser.
(14) If a certificate under subsection (8) ceases to be true after it is delivered to the 
purchaser, the issuer cannot accept an agreement to purchase the security from the 
purchaser unless
(a)	the purchaser receives an update of the offering memorandum,
(b)	the update of the offering memorandum contains a newly dated 
certificate signed in compliance with subsection (9), (10), (10.1), (10.2), 
(10.3), (11), or (11.1) and
(c)	the purchaser re-signs the agreement to purchase the security.
(15) A risk acknowledgement under subsection (1) or (2) must be in the required form 
and an issuer relying on subsection (1) or (2) must retain the signed risk 
acknowledgment for 8 years after the distribution.
(16) The issuer must
(a)	hold in trust all consideration received from the purchaser in connection 
with a distribution of a security under subsection (1) or (2) until 
midnight on the 2nd business day after the purchaser signs the agreement 
to purchase the security, and
(b)	return all consideration to the purchaser promptly if the purchaser 
exercises the right to cancel the agreement to purchase the security 
described under subsection (6).
(17) The issuer must file a copy of an offering memorandum delivered under this 
section and any update of a previously filed offering memorandum with the securities 
regulatory authority on or before the 10th day after the distribution under the offering 
memorandum or update of the offering memorandum.
(18) If a qualifying issuer uses a form of offering memorandum that allows the 
qualifying issuer to incorporate previously filed information into the offering 
memorandum by reference, the qualifying issuer is exempt from the requirement 
under National Instrument 43-101 Standards of Disclosure for Mineral Projects to 
file a technical report to support scientific or technical information about the 
qualifying issuer's mineral project in the offering memorandum or incorporated by 
reference into the offering memorandum if the information about the mineral project 
is contained in a previously filed technical report under National Instrument 43-101 
Standards of Disclosure for Mineral Projects.  
Minimum amount investment 
2.10 (1) The prospectus requirement does not apply to a distribution of a security to a 
person if
(a)	that person purchases as principal, 
(b)	the security has an acquisition cost to the purchaser of not less than 
$150 000 paid in cash at the time of the distribution, and
(c)	the distribution is of a security of a single issuer.
(2) Subsection (1) does not apply to a distribution of a security to a person if the 
person was created, or is used, solely to purchase or hold securities in reliance on this 
exemption from the prospectus requirement set out in subsection (1). 
Division 2: Transaction Exemptions
Business combination and reorganization
2.11 The prospectus requirement does not apply to a distribution of a security in 
connection with  
(a)	an amalgamation, merger, reorganization or arrangement that is under a 
statutory procedure, 
(b)	an amalgamation, merger, reorganization or arrangement that
(i)	is described in an information circular made pursuant to National 
Instrument 51-102 Continuous Disclosure Obligations  or in a 
similar disclosure record and the information circular or similar 
disclosure record is delivered to each security holder whose 
approval of the amalgamation, merger, reorganization or 
arrangement is required before it can proceed, and 
(ii)	is approved by the security holders referred to in subparagraph 
(i), 
or
(c)	a dissolution or winding-up of the issuer.
Asset acquisition
2.12  The prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue to a person as consideration for the acquisition, directly or 
indirectly, of the assets of the person, if those assets have a fair value of not less than 
$150 000. 
Petroleum, natural gas and mining properties 
2.13 The prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue as consideration for the acquisition, directly or indirectly, of 
petroleum, natural gas or mining properties or any interest in them.
Securities for debt 
2.14 The prospectus requirement does not apply to a distribution by a reporting issuer 
of a security of its own issue to a creditor to settle a bona fide debt of that reporting 
issuer. 


Issuer acquisition or redemption 
2.15 The prospectus requirement does not apply to a distribution of a security to the 
issuer of the security. 
Take-over bid and issuer bid  
2.16 The prospectus requirement does not apply to a distribution of a security in 
connection with a take-over bid in a jurisdiction of Canada or an issuer bid in a 
jurisdiction of Canada.
Offer to acquire to security holder outside local jurisdiction
2.17 The prospectus requirement does not apply to a distribution by a security holder 
outside the local jurisdiction to a person in the local jurisdiction if the distribution 
would have been in connection with a take-over bid or issuer bid made by that person 
were it not for the fact that the security holder is outside of the local jurisdiction.
Division 3: Investment Fund Exemptions
Investment fund reinvestment 
2.18 (1) Subject to subsections (3), (4), (5) and (6), the prospectus requirement does 
not apply to the following distributions by an investment fund, and the investment 
fund manager of the fund, to a security holder of the investment fund if the 
distributions are permitted by a plan of the investment fund: 
(a)	a distribution of a security of the investment fund's own issue if a 
dividend or distribution out of earnings, surplus, capital or other sources 
payable in respect of the investment fund's securities is applied to the 
purchase of the security that is of the same class or series as the 
securities to which the dividend or distribution out of earnings, surplus, 
capital or other sources is attributable, and
(b)	subject to subsection (2), a distribution of a security of the investment 
fund's own issue if the security holder makes an optional cash payment 
to purchase the security of the investment fund that is of the same class 
or series of securities described in paragraph (a) that trade on a 
marketplace.
(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 
investment fund during which the distribution takes place, 2% of the issued and 
outstanding securities of the class to which the plan relates as at the beginning of the 
financial year.
(3) A plan that permits the distributions described in subsection (1) must be available 
to every security holder in Canada to which the dividend or distribution out of 
earnings, surplus, capital or other sources is available.
(4) A person must not charge a fee for a distribution described in subsection (1).
(5) An investment fund that is a reporting issuer and in continuous distribution must 
set out in its current prospectus:
(a)	details of any deferred or contingent sales charge or redemption fee that 
is payable at the time of the redemption of the security,
(b)	any right that the security holder has to make an election to receive cash 
instead of securities on the payment of a dividend or making of a 
distribution by the investment fund, and
(c)	instructions on how the right referred to in paragraph (b) can be 
exercised.
(6) An investment fund that is a reporting issuer and is not in continuous distribution 
must provide the information required by subsection (5) in its prospectus, annual 
information form or a material change report.
Additional investment in investment funds
2.19 The prospectus requirement does not apply to a distribution by an investment 
fund, or the investment fund manager of the fund, of a security of the investment 
fund's own issue to a security holder of the investment fund if 
(a)	the security holder initially acquired securities of the investment fund as 
principal for an acquisition cost of not less than $150 000 paid in cash at 
the time of the distribution,
(b)	the distribution is of a security of the same class or series as the 
securities initially acquired, as described in paragraph (a), and 
(c)	the security holder, as at the date of the distribution, holds securities of 
the investment fund that have
(i)	an acquisition cost of not less than $150 000, or 
(ii)	a net asset value of not less than $150 000.
Private investment club
2.20 The prospectus requirement does not apply to a distribution of a security of an 
investment fund if the investment fund
(a)	has no more than 50 beneficial security holders,
(b)	does not seek and has never sought to borrow money from the public,
(c)	does not and has never distributed its securities to the public,
(d)	does not pay or give any remuneration for investment management or 
administration advice in respect of trades in securities, except normal 
brokerage fees, and
(e)	for the purpose of financing the operations of the investment fund, 
requires security holders to make contributions in proportion to the value 
of the securities held by them.
Private investment fund - loan and trust pools
2.21 (1)  Subject to subsection (2), the prospectus requirement does not apply to a 
distribution of a security of an investment fund if the investment fund
(a)	is administered by a trust company or trust corporation that is registered 
or authorized by an enactment of Canada or a jurisdiction of Canada to 
carry on business in Canada or a jurisdiction of Canada,
(b)	has no promoter or investment fund manager other than the trust 
company or trust corporation referred to in paragraph (a), and
(c)	co-mingles the money of different estates and trusts for the purpose of 
facilitating investment.
(2) A trust company or trust corporation registered under the laws of Prince Edward 
Island that is not registered under the Trust and Loan Companies Act (Canada) or 
under comparable legislation in another jurisdiction of Canada is not a trust company 
or trust corporation for the purpose of subparagraph (1)(a).
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
Definitions
2.22 In this Division and in Division 4 of Part 3 of this Instrument 
"associate", when used to indicate a relationship with a person, means
(a)	an issuer of which the person beneficially owns or controls, directly or 
indirectly, voting securities entitling the person to more than 10% of the 
voting rights attached to outstanding voting securities of the issuer,
(b)	any partner of the person,
(c)	any trust or estate in which the person has a substantial beneficial 
interest or in respect of which the person serves as trustee or executor or 
in a similar capacity, or
(d)	in the case of an individual, a relative of that individual, including 
(i)	a spouse of that individual, or 
(ii)	a relative of that individual's spouse 
if the relative has the same home as that individual;
"associated consultant" means, for an issuer, a consultant of the issuer or of a related 
entity of the issuer if
(a)	the consultant is an associate of the issuer or of a related entity of the 
issuer, or
(b)	the issuer or a related entity of the issuer is an associate of the 
consultant; 
"compensation" means an issuance of securities in exchange for services provided or 
to be provided and includes an issuance of securities for the purpose of providing an 
incentive;
"consultant" means, for an issuer, a person, other than an employee, executive 
officer, or director of the issuer or of a related entity of the issuer, that
(a)	is engaged to provide services to the issuer or a related entity of the 
issuer, other than services provided in relation to a distribution,
(b)	provides the services under a written contract with the issuer or a related 
entity of the issuer, and
(c)	spends or will spend a significant amount of time and attention on the 
affairs and business of the issuer or a related entity of the issuer;
and includes
(d)	for an individual consultant, a corporation of which the individual 
consultant is an employee or shareholder, and a partnership of which the 
individual consultant is an employee or partner, and
(e)	for a consultant that is not an individual, an employee, executive officer, 
or director of the consultant, provided that the individual employee, 
executive officer, or director spends or will spend a significant amount 
of time and attention on the affairs and business of the issuer or a related 
entity of the issuer;
"holding entity" means a person that is controlled by an individual;
"investor relations activities" means activities or communications, by or on behalf 
of an issuer or a security holder of the issuer, that promote or could reasonably be 
expected to promote the purchase or sale of securities of the issuer, but does not 
include
(a)	the dissemination of information or preparation of records in the 
ordinary course of the business of the issuer
(i)	to promote the sale of products or services of the issuer, or
(ii)	to raise public awareness of the issuer 
that cannot reasonably be considered to promote the purchase or sale of 
securities of the issuer, 
(b)	activities or communications necessary to comply with the requirements 
of
(i)	securities legislation of any jurisdiction of Canada, 
(ii)	the securities laws of any foreign jurisdiction governing the 
issuer, or
(iii)	any exchange or market on which the issuer's securities trade, or
(c)	activities or communications necessary to follow securities directions of 
any jurisdiction of Canada;
"investor relations person" means a person that is a registrant or that provides 
services that include investor relations activities;
"issuer bid requirements" means the requirements under securities legislation that 
apply to an issuer bid;
"listed issuer" means an issuer, any of the securities of which
(a)	are listed and not suspended, or the equivalent, from trading on
(i)	TSX Inc.,
(ii)	TSX Venture Exchange Inc.,
(iii)	NYSE Amex Equities,
(iv)	The New York Stock Exchange,
(v)	the London Stock Exchange, or
(b)	are quoted on the Nasdaq Stock Market;
"permitted assign" means, for a person that is an employee, executive officer, 
director or consultant of an issuer or of a related entity of the issuer, 
(a)	a trustee, custodian, or administrator acting on behalf of, or for the 
benefit of the person,
(b)	a holding entity of the person,
(c)	a RRSP, RRIF, or TFSA of the person,
(d)	a spouse of the person,
(e)	a trustee, custodian, or administrator acting on behalf of, or for the 
benefit of the spouse of the person,
(f)	a holding entity of the spouse of the person, or
(g)	a RRSP, RRIF, or TFSA of the spouse of the person;
"plan" means a plan or program established or maintained by an issuer providing for 
the acquisition of securities of the issuer by persons described in section 2.24(1) 
[Employee, executive officer, director and consultant] as compensation; 
"related entity" means, for an issuer, a person that controls or is controlled by the 
issuer or that is controlled by the same person that controls the issuer;
"related person" means, for an issuer, 
(a)	a director or executive officer of the issuer or of a related entity of the 
issuer, 
(b)	an associate of a director or executive officer of the issuer or of a related 
entity of the issuer, or
(c)	a permitted assign of a director or executive officer of the issuer or of a 
related entity of the issuer;
"security holder approval" means an approval for the issuance of securities of an 
issuer as compensation or under a plan
(a)	given by a majority of the votes cast at a meeting of security holders of 
the issuer other than votes attaching to securities beneficially owned by 
related persons to whom securities may be issued as compensation or 
under that plan, or
(b)	evidenced by a resolution signed by all the security holders entitled to 
vote at a meeting, if the issuer is not required to hold a meeting; and
"support agreement" includes an agreement to provide assistance in the 
maintenance or servicing of indebtedness of the borrower and an agreement to 
provide consideration for the purpose of maintaining or servicing indebtedness of the 
borrower. 
Interpretation
2.23 (1) In this Division, a person (first person) is considered to control another 
person (second person) if the first person, directly or indirectly, has the power to 
direct the management and policies of the second person by virtue of
(a)	ownership of or direction over voting securities in the second person,
(b)	a written agreement or indenture,
(c)	being the general partner or controlling the general partner of the second 
person, or
(d)	being a trustee of the second person.  
(2) In this Division, participation in a distribution is considered voluntary if
(a)	in the case of an employee or the employee's permitted assign, the 
employee or the employee's permitted assign is not induced to 
participate in the distribution by expectation of employment or 
continued employment of the employee with the issuer or a related entity 
of the issuer,
(b)	in the case of an executive officer or the executive officer's permitted 
assign, the executive officer or the executive officer's permitted assign is 
not induced to participate in the distribution by expectation of 
appointment, employment, continued appointment or continued 
employment of the executive officer with the issuer or a related entity of 
the issuer, 
(c)	in the case of a consultant or the consultant's permitted assign, the 
consultant or the consultant's permitted assign is not induced to 
participate in the distribution by expectation of engagement of the 
consultant to provide services or continued engagement of the consultant 
to provide services to the issuer or a related entity of the issuer, and
(d)	in the case of an employee of a consultant, the individual is not induced 
by the issuer, a related entity of the issuer, or the consultant to 
participate in the distribution by expectation of employment or 
continued employment with the consultant.
Employee, executive officer, director and consultant 
2.24 (1) Subject to section 2.25 [Unlisted reporting issuer exception], the prospectus 
requirement does not apply to a distribution 
(a)	by an issuer in a security of its own issue, or
(b)	by a control person of an issuer of a security of the issuer or of an option 
to acquire a security of the issuer,  
with
(c)	an employee, executive officer, director or consultant of the issuer,
(d)	an employee, executive officer, director or consultant of a related entity 
of the issuer, or
(e)	a permitted assign of a person referred to in paragraphs (c) or (d)
if participation in the distribution is voluntary.
 (2) For the purposes of subsection (1), a person referred to in paragraph (c), (d) or (e) 
includes a trustee, custodian or administrator acting as agent for that person for the 
purpose of facilitating a trade. 
Unlisted reporting issuer exception
2.25 (1) For the purpose of this section, "unlisted reporting issuer" means a 
reporting issuer in a jurisdiction of Canada that is not a listed issuer.
(2) Subject to subsection (3), section 2.24 [Employee, executive officer, director and 
consultant] does not apply to a distribution to an employee or consultant of the 
unlisted reporting issuer who is an investor relations person of the issuer, an 
associated consultant of the issuer, an executive officer of the issuer, a director of the 
issuer, or a permitted assign of those persons if, after the distribution, 
(a)	the number of securities, calculated on a fully diluted basis, reserved for 
issuance under options granted to 
(i)	related persons, exceeds 10% of the outstanding securities of the 
issuer, or
(ii)	a related person, exceeds 5% of the outstanding securities of the 
issuer, or
(b)	the number of securities, calculated on a fully diluted basis, issued 
within 12 months to 
(i)	related persons, exceeds 10% of the outstanding securities of the 
issuer, or 
(ii)	a related person and the associates of the related person, exceeds 
5% of the outstanding securities of the issuer.
(3) Subsection (2) does not apply to a distribution if the unlisted reporting issuer 
(a)	obtains security holder approval, and 
(b)	before obtaining security holder approval, provides security holders with 
the following information in sufficient detail to permit security holders 
to form a reasoned judgment concerning the matter:
(i)	the eligibility of employees, executive officers, directors, and 
consultants to be issued or granted securities as compensation or 
under a plan;
(ii)	the maximum number of securities that may be issued, or in the 
case of options, the number of securities that may be issued on 
exercise of the options, as compensation or under a plan;
(iii)	particulars relating to any financial assistance or support 
agreement to be provided to participants by the issuer or any 
related entity of the issuer to facilitate the purchase of securities 
as compensation or under a plan, including whether the 
assistance or support is to be provided on a full-, part-, or non-
recourse basis;
(iv)	in the case of options, the maximum term and the basis for the 
determination of the exercise price;
(v)	particulars relating to the options or other entitlements to be 
granted as compensation or under a plan, including 
transferability; and
(vi)	the number of votes attaching to securities that, to the issuer's 
knowledge at the time the information is provided, will not be 
included for the purpose of determining whether security holder 
approval has been obtained.
Distributions among current or former employees, executive officers, directors, 
or consultants of non-reporting issuer 
2.26 (1) Subject to subsection (2), the prospectus requirement does not apply to a 
distribution of a security of an issuer by
(a)	a current or former employee, executive officer, director, or consultant 
of the issuer or related entity of the issuer, or
(b)	a permitted assign of a person referred to in paragraph (a), 
to 
(c)	an employee, executive officer, director, or consultant of the issuer or a 
related entity of the issuer, or  
(d)	a permitted assign of the employee, executive officer, director, or 
consultant. 
(2) The exemption in subsection (1) is only available if
(a)	participation in the distribution is voluntary, 
(b)	the issuer of the security is not a reporting issuer in any jurisdiction of 
Canada, and
(c)	the price of the security being distributed is established by a generally 
applicable formula contained in a written agreement among some or all 
of the security holders of the issuer to which the transferee is or will 
become a party.
Permitted transferees 
2.27 (1) Subject to section 2.28, the prospectus requirement does not apply to a 
distribution of a security of an issuer acquired by a person described in section 
2.24(1)[Employee, executive officer, director and consultant] under a plan of the 
issuer if the distribution
(a)	is between
(i)	a person who is an employee, executive officer, director or 
consultant of the issuer or a related entity of the issuer, and
(ii)	the permitted assign of that person,
or
(b)	is between permitted assigns of that person.
(2) Subject to section 2.28, the prospectus requirement does not apply to a distribution 
of a security of an issuer by a trustee, custodian or administrator acting on behalf, or 
for the benefit, of employees, executive officers, directors or consultants of the issuer 
or a related entity of the issuer, to 
(a)	an employee, executive officer, director or consultant of the issuer or a 
related entity of the issuer, or
(b)	a permitted assign of a person referred to in paragraph (a),
if the security was acquired from 
(c)	an employee, executive officer, director or consultant of the issuer or a 
related entity of the issuer, or
(d)	the permitted assign of a person referred to in paragraph (c).
(3) For the purposes of the exemptions in subsection (1) and paragraphs (2) (c) and 
(d), all references to employee, executive officer, director, or consultant include a 
former employee, executive officer, director, or consultant.
Limitation re: permitted transferees
2.28 The exemption from the prospectus requirement under subsection 2.27(1) or (2) 
is only available if the security was acquired
(a)	by a person described in section 2.24(1) [Employee, executive officer, 
director, and consultant] under any exemption that makes the resale of 
the security subject to section 2.6 of National Instrument 45-102 Resale 
of Securities, or 
(b)	in Manitoba, by a person described in section 2.24(1) [Employee, 
executive officer, director, and consultant].
Issuer bid 
2.29 The issuer bid requirements do not apply to the acquisition by an issuer of a 
security of its own issue that was acquired by a person described in section 2.24(1) 
[Employee, executive officer, director, and consultant] if
(a)	the purpose of the acquisition by the issuer is to
(i)	fulfill withholding tax obligations, or
(ii)	provide payment of the exercise price of a stock option,
(b)	the acquisition by the issuer is made in accordance with the terms of a 
plan that specifies how the value of the securities acquired by the issuer 
is determined,
(c)	in the case of securities acquired as payment of the exercise price of a 
stock option, the date of exercise of the option is chosen by the option 
holder, and 
(d)	the aggregate number of securities acquired by the issuer within a 12 
month period under this section does not exceed 5% of the outstanding 
securities of the class or series at the beginning of the period. 
Division 5: Miscellaneous Exemptions
Isolated distribution by issuer
2.30 The prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue if the distribution is an isolated distribution and is not made 
(a)	in the course of continued and successive transactions of a like nature, 
and
(b)	by a person whose usual business is trading in securities.
Dividends and distributions
2.31 (1) The prospectus requirement does not apply to a distribution by an issuer of a 
security of its own issue to a security holder of the issuer as a dividend or distribution 
out of earnings, surplus, capital or other sources. 
(2) The prospectus requirement does not apply to a distribution by an issuer to a 
security holder of the issuer of a security of a reporting issuer as an in specie dividend 
or distribution out of earnings or surplus. 
Distribution to lender by control person for collateral 
2.32 The prospectus requirement does not apply to a distribution of a security of an 
issuer to a lender, pledgee, mortgagee or other encumbrancer from the holdings of a 
control person of the issuer for the purpose of giving collateral for a bona fide debt of 
the control person. 
Acting as underwriter 
2.33 The prospectus requirement does not apply to a distribution of a security 
between a person and a purchaser acting as an underwriter or between or among 
persons acting as underwriters.
Specified debt 
2.34 (1) In this section, "permitted supranational agency" means
(a)	the African Development Bank, established by the Agreement 
Establishing the African Development Bank which came into force on 
September 10, 1964, that Canada became a member of on December 30, 
1982;
(b)	the Asian Development Bank, established under a resolution adopted by 
the United Nations Economic and Social Commission for Asia and the 
Pacific in 1965;
(c)	the Caribbean Development Bank, established by the Agreement 
Establishing the Caribbean Development Bank which came into force on 
January 26, 1970, as amended, that Canada is a founding member of;
(d)	the European Bank for Reconstruction and Development, established by 
the Agreement Establishing the European Bank for Reconstruction and 
Development and approved by the European Bank for Reconstruction 
and Development Agreement Act (Canada), that Canada is a founding 
member of;
(e)	the Inter-American Development Bank, established by the Agreement 
establishing the Inter-American Development Bank which became 
effective December 30, 1959, as amended from time to time, that 
Canada is a member of;
(f)	the International Bank for Reconstruction and Development,  established 
by the Agreement for an International Bank for Reconstruction and 
Development approved by the Bretton Woods and Related Agreements 
Act (Canada); and
(g)	the International Finance Corporation, established by Articles of 
Agreement approved by the Bretton Woods and Related Agreements Act 
(Canada).
(2) The prospectus requirement does not apply to a distribution of
(a)	a debt security issued by or guaranteed by the Government of Canada or 
the government of a jurisdiction of Canada,
(b)	a debt security issued by or guaranteed by a government of a foreign 
jurisdiction if the debt security has an approved credit rating from an 
approved credit rating organization,
(c)	a debt security issued by or guaranteed by a municipal corporation in 
Canada, or secured by or payable out of rates or taxes levied under the 
law of a jurisdiction of Canada on property in the jurisdiction and 
collectable by or through the municipality in which the property is 
situated,
(d)	a debt security issued by or guaranteed by a Canadian financial 
institution or a Schedule III bank, other than debt securities that are 
subordinate in right of payment to deposits held by the issuer or 
guarantor of those debt securities, 
(d.1)	in Ontario, a debt security issued by or guaranteed by a loan corporation, 
trust company, trust corporation, insurance company, treasury branch, 
credit union, caisse populaire, financial services cooperative, or league 
that, in each case, is authorized by an enactment of a jurisdiction of 
Canada other than Ontario to carry on business in a jurisdiction of 
Canada, other than debt securities that are subordinate in right of 
payment to deposits held by the issuer or guarantor of those debt 
securities,
(e)	a debt security issued by the Comit‚ de gestion de la taxe scolaire de 
l'Œle de Montr‚al, or
(f)	a debt security issued by or guaranteed by a permitted supranational 
agency if the debt securities are payable in the currency of Canada or the 
United States of America.
(3) Paragraphs (2)(a), (c) and (d) do not apply in Ontario.
Short-term debt 
2.35 The prospectus requirement does not apply to a distribution of a negotiable 
promissory note or commercial paper maturing not more than one year from the date 
of issue, if the note or commercial paper distributed
(a)	is not convertible or exchangeable into or accompanied by a right to 
purchase another security other than a security described in this section, 
and 
(b)	has an approved credit rating from an approved credit rating 
organization.
Mortgages
2.36 (1) In this section, "syndicated mortgage" means a mortgage in which 2 or 
more persons participate, directly or indirectly, as a lender in a debt obligation that is 
secured by the mortgage.
(2) Except in Ontario, and subject to subsection (3), the prospectus requirement does 
not apply to a distribution of a mortgage on real property in a jurisdiction of Canada 
by a person who is registered or licensed, or exempted from registration or licensing, 
under mortgage brokerage or mortgage dealer legislation of that jurisdiction. 
(3) In Alberta, British Columbia, Manitoba, Qu‚bec and Saskatchewan, subsection (2) 
does not apply to a distribution of a syndicated mortgage.
Personal property security legislation
2.37 Except in Ontario, the prospectus requirement does not apply to a distribution to 
a person, other than an individual, in a security evidencing indebtedness secured by or 
under a security agreement, secured in accordance with personal property security 
legislation of a jurisdiction of Canada that provides for the granting of security in 
personal property.

Not for profit issuer
2.38 The prospectus requirement does not apply to a distribution by an issuer that is 
organized exclusively for educational, benevolent, fraternal, charitable, religious or 
recreational purposes and not for profit in a security of its own issue if 
(a)	no part of the net earnings benefit any security holder of the issuer, and
(b)	no commission or other remuneration is paid in connection with the sale 
of the security.
Variable insurance contract 
2.39 (1) In this section, 
(a)	"contract" "group insurance", "insurance company", "life 
insurance" and "policy" have the respective meanings assigned to them 
in the legislation for a jurisdiction referenced in Appendix A.
(b)	"variable insurance contract" means a contract of life insurance under 
which the interest of the purchaser is valued for purposes of conversion 
or surrender by reference to the value of a proportionate interest in a 
specified portfolio of assets.
(2) The prospectus requirement does not apply to a distribution of a variable 
insurance contract by an insurance company if the variable insurance contract is
(a)	a contract of group insurance,
(b)	a whole life insurance contract providing for the payment at maturity of 
an amount not less than 75% of the premium paid up to age 75 years for 
a benefit payable at maturity,
(c)	an arrangement for the investment of policy dividends and policy 
proceeds in a separate and distinct fund to which contributions are made 
only from policy dividends and policy proceeds, or 
(d)	a variable life annuity.


RRSP/RRIF/TFSA
2.40 The prospectus requirement does not apply to a distribution of a security 
between 
(a)	an individual or an associate of the individual, and 
(b)	a RRSP, RRIF, or TFSA
(i)	established for or by the individual, or 
(ii)	under which the individual is a beneficiary.
Schedule III banks and cooperative associations - evidence of deposit
2.41 Except in Ontario, the prospectus requirement does not apply to a distribution 
of an evidence of deposit issued by a Schedule III bank or an association governed  
by the Cooperative Credit Associations Act (Canada).
Conversion, exchange, or exercise 
2.42 (1) The prospectus requirement does not apply to a distribution by an issuer if 
(a)	the issuer distributes a security of its own issue to a security holder of 
the issuer in accordance with the terms and conditions of a security 
previously issued by that issuer, or
(b)	subject to subsection (2), the issuer distributes a security of a reporting 
issuer held by it to a security holder of the issuer in accordance with the 
terms and conditions of a security previously issued by that issuer.  
(2) Subsection (1)(b) does not apply unless 
(a)	the issuer has given the regulator or, in Qu‚bec, the securities regulatory 
authority, prior written notice stating the date, amount, nature and 
conditions of the distribution, and
(b)	the regulator or, in Qu‚bec, the securities regulatory authority, has not 
objected in writing to the distribution within 10 days of receipt of the 
notice referred to in paragraph (a) or, if the regulator or securities 
regulatory authority objects to the distribution, the issuer must deliver to 
the regulator or securities regulatory authority information relating to the 
securities that is satisfactory to and accepted by the regulator or 
securities regulatory authority.
Self-directed registered educational savings plans
2.43 The prospectus requirement does not apply to a distribution of a self-directed 
RESP to a subscriber if
(a)	the distribution is conducted by
(i)	a dealing representative of a mutual fund dealer who is acting on 
behalf of the mutual fund dealer,
(ii)	a Canadian financial institution, or,
(iii)	in Ontario, a financial intermediary, and
(b)	the self-directed RESP restricts its investments in securities to securities 
in which the person who distributes the self-directed RESP is permitted 
to distribute.


PART 3: REGISTRATION EXEMPTIONS
Removal of exemptions - market intermediaries
3.0 (1) Subject to subsection (2), in Ontario and Newfoundland and Labrador, the 
exemptions from the dealer registration requirement under the following sections are 
not available for a market intermediary except for a trade in a security with a 
registered dealer that is an affiliate of the market intermediary: 
(a)	section 3.1 [Rights offering]; 
(b)	section 3.3 [Accredited investor]; 
(c)	section 3.4 [Private issuer];  
(d)	section 3.7 [Founder, control person and family - Ontario]; 
(e)	section 3.10 [Minimum amount investment]; 
(f)	section 3.11 [Business combination and reorganization]; 
(g)	section 3.12 [Asset acquisition]; 
(h)	section 3.14 [Securities for debt]; 
(i)	section 3.15 [Issuer acquisition or redemption]; 
(j)	section 3.16 [Take-over bid and issuer bid]; 
(k)	section 3.17 [Offer to acquire to security holder outside local 
jurisdiction];
(l)	section 3.19 [Additional investment in investment funds]; 
(m)	section 3.21 [Private investment fund - loan and trust pools]; 
(n)	section 3.29 [Isolated trade];
(o)	section 3.30 [Isolated trade by issuer]; 
(p)	section 3.31 [Dividends and distributions]; 
(q)	section 3.33 [Acting as underwriter];
(r)	section 3.34 [Specified debt];
(s)	section 3.35 [Short-term debt]; 
(t)	section 3.39 [Variable insurance contract]; 
(u)	section 3.42 [Conversion, exchange, or exercise];
(v)	section 3.44 [Registered dealer].
(2) Subsection (1) does not apply in respect of a trade in a security by a lawyer or 
accountant if the trade is incidental to the principal business of that lawyer or 
accountant.
Division 1: Capital Raising Exemptions
Rights offering
3.1 The dealer registration requirement does not apply in respect of a trade by an 
issuer in a right granted by the issuer to purchase a security of its own issue to a 
security holder of the issuer if
(a)	the issuer has given the regulator or, in Qu‚bec, the securities regulatory 
authority, prior written notice stating the date, amount, nature and 
conditions of the trade, including the approximate net proceeds to be 
derived by the issuer on the basis of the additional securities being fully 
taken up, 
(b)	the regulator or, in Qu‚bec, the securities regulatory authority, has not 
objected in writing to the trade within 10 days of receipt of the notice 
referred to in paragraph (a) or, if the regulator or securities regulatory 
authority objects to the trade, the issuer has delivered to the regulator or 
securities regulatory authority information relating to the securities that 
is satisfactory to and accepted by the regulator or securities regulatory 
authority, and 
(c)	the issuer has complied with the applicable requirements of National 
Instrument 45-101 Rights Offerings.
Reinvestment plan
3.2 (1) Subject to subsections (3), (4) and (5), the dealer registration requirement does 
not apply in respect of the following trades by an issuer, or by a trustee, custodian or 
administrator acting for or on behalf of the issuer, to a security holder of the issuer if 
the trades are permitted by a plan of the issuer: 
(a)	a trade in a security of the issuer's own issue if a dividend or distribution 
out of earnings, surplus, capital or other sources payable in respect of the 
issuer's securities is applied to the purchase of the security, and
(b)	subject to subsection (2), a trade in a security of the issuer's own issue if 
the security holder makes an optional cash payment to purchase the 
security of the issuer that trades on a marketplace.
(2) Subsection (1) does not apply unless the aggregate number of securities issued 
under the optional cash payment referred to in subsection (1)(b) does not exceed, in 
the financial year of the issuer during which the trade takes place, 2% of the issued 
and outstanding securities of the class to which the plan relates as at the beginning of 
the financial year.
(3) A plan that permits the trades described in subsection (1)(a) or (b) must be 
available to every security holder in Canada to which the dividend or distribution out 
of earnings, surplus, capital or other sources is available.
(4) Subsection (1) does not apply to a trade in a security of an investment fund.
(5)	Subject to section 8.3.1, 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.
Accredited investor 
3.3 (1) The dealer registration requirement does not apply in respect of a trade in a 
security if the purchaser purchases the security as principal and is an accredited 
investor.
(2) Subject to subsection (3), for the purpose of this section, a trust company or trust 
corporation described in paragraph (p) of the definition of "accredited investor" in 
section 1.1 [Definitions] is deemed to be purchasing as principal.
(3) Subsection (2) does not apply to a trust company or trust corporation registered 
under the laws of Prince Edward Island that is not registered or authorized under the 
Trust and Loan Companies Act (Canada) or under comparable legislation in another 
jurisdiction of Canada.
(4) For the purpose of this section, a person described in paragraph (q) of the 
definition of "accredited investor" in section 1.1 [Definitions] is deemed to be 
purchasing as principal.
(5) This section does not apply to a trade in a security to a person if the person was 
created, or is used, solely to purchase or hold securities as an accredited investor as 
described in paragraph (m) of the definition of "accredited investor" in section 1.1 
[Definitions].  
Private issuer 
3.4 (1) In this section, 
"private issuer" means an issuer
(a)	that is not a reporting issuer or an investment fund, 
(b)	the securities of which, other than non-convertible debt securities,
(i)	are subject to restrictions on transfer that are contained in the 
issuer's constating documents or security holders' agreements, 
and
(ii)	are beneficially owned by not more than 50 persons, not 
including employees and former employees of the issuer or its 
affiliates, provided that each person is counted as one beneficial 
owner unless the person is created or used solely to purchase or 
hold securities of the issuer in which case each beneficial owner 
or each beneficiary of the person, as the case may be, must be 
counted as a separate beneficial owner, and
(c)	that 
(i)	has distributed its securities only to persons described in 
subsection (2), or 
(ii)	has completed a transaction and immediately following the 
completion of the transaction, its securities were beneficially 
owned only by persons described in subsection (2) and since the 
completion of the transaction has distributed its securities only to 
persons described in subsection (2).
(2) The dealer registration requirement does not apply in respect of a trade in a 
security of a private issuer to a person who purchases the security as principal and is
(a)	a director, officer, employee, founder or control person of the issuer,
(b)	a director, officer or employee of an affiliate of the issuer,
(c)	a spouse, parent, grandparent, brother, sister, child or grandchild of a 
director, executive officer, founder or control person of the issuer,
(d)	a parent, grandparent, brother, sister, child or grandchild of the spouse of 
a director, executive officer, founder or control person of the issuer,
(e)	a close personal friend of a director, executive officer, founder or control 
person of the issuer,
(f)	a close business associate of a director, executive officer, founder or 
control person of the issuer,
(g)	a spouse, parent, grandparent, brother, sister, child or grandchild of the 
selling security holder or of the selling security holder's spouse,
(h)	a security holder of the issuer,
(i)	an accredited investor,
(j)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (i),
(k)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (i), or 
(l)	a person that is not the public.
(3) Except for a trade to an accredited investor, no commission or finder's fee may be 
paid to any director, officer, founder or control person of an issuer in connection with 
a trade under subsection (2). 
Family, friends and business associates
3.5 (1) Except in Ontario and subject to section 3.6 [Family, friends and business 
associates - Saskatchewan], the dealer registration requirement does not apply in 
respect of a trade in a security to a person who purchases the security as principal and 
is
(a)	a director, executive officer or control person of the issuer, or of an 
affiliate of the issuer,
(b)	a spouse, parent, grandparent, brother, sister, child or grandchild of a 
director, executive officer or control person of the issuer, or of an 
affiliate of the issuer,
(c)	a parent, grandparent, brother, sister, child or grandchild of the spouse of 
a director, executive officer or control person of the issuer or of an 
affiliate of the issuer,
(d)	a close personal friend of a director, executive officer or control person 
of the issuer, or of an affiliate of the issuer,
(e)	a close business associate of a director, executive officer or control 
person of the issuer, or of an affiliate of the issuer,
(f)	a founder of the issuer or a spouse, parent, grandparent, brother, sister, 
child, grandchild, close personal friend or close business associate of a 
founder of the issuer,
(g)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a 
founder of the issuer,
(h)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (g), or
(i)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (g).
(2) No commission or finder's fee may be paid to any director, officer, founder, or 
control person of an issuer or an affiliate of the issuer in connection with a trade under 
subsection (1).
Family, friends and business associates - Saskatchewan 
3.6 (1) In Saskatchewan, section 3.5 [Family, friends and business associates] does 
not apply unless the person making the trade obtains a signed risk acknowledgement 
from the purchaser in the required form for a trade to
(a)	a person described in section 3.5(1) (d) or (e) [Family, friends and 
business associates],
(b)	a close personal friend or close business associate of a founder of the 
issuer, or
(c)	a person described in section 3.5(1)(h) or (i) [Family, friends and 
business associates] if the trade is based in whole or in part on a close 
personal friendship or close business association.
(2) The person making the trade must retain the required form referred to in 
subsection (1) for 8 years after the trade.
Founder, control person and family - Ontario
3.7 In Ontario, the dealer registration requirement does not apply in respect of a trade 
in a security to a person who purchases the security as principal and is 
(a)	a founder of the issuer,
(b)	an affiliate of a founder of the issuer, 
(c)	a spouse, parent, brother, sister, grandparent, grandchild or child of an 
executive officer, director or founder of the issuer, or
(d)	a person that is a control person of the issuer.
Affiliates
3.8 The dealer registration requirement does not apply in respect of a trade by an 
issuer in a security of its own issue to an affiliate of the issuer that is purchasing as 
principal.
Offering memorandum
3.9 (1) In British Columbia, New Brunswick, Nova Scotia and Newfoundland and 
Labrador, the dealer registration requirement does not apply in respect of a trade by 
an issuer in a security of its own issue to a purchaser if
(a)	the purchaser purchases the security as principal, and
(b)	at the same time or before the purchaser signs the agreement to purchase 
the security, the issuer
(i)	delivers an offering memorandum to the purchaser in compliance 
with subsections (5) to (13), and
(ii)	obtains a signed risk acknowledgement from the purchaser in 
compliance with subsection (15).
(2) In Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, 
Qu‚bec, Saskatchewan and Yukon, the dealer registration requirement does not apply 
in respect of a trade by an issuer in a security of its own issue to a purchaser if 
(a)	the purchaser purchases the security as principal,
(b)	the purchaser is an eligible investor or the acquisition cost to the 
purchaser does not exceed $10 000, 
(c)	at the same time or before the purchaser signs the agreement to purchase 
the security, the issuer 
(i)	delivers an offering memorandum to the purchaser in compliance 
with subsections (5) to (13), and
(ii)	obtains a signed risk acknowledgement from the purchaser in 
compliance with subsection (15), 
and
(d)	if the issuer is an investment fund, the investment fund is 
(i)	a non-redeemable investment fund, or
(ii)	a mutual fund that is a reporting issuer.
(3) In Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, 
Qu‚bec, Saskatchewan and Yukon, this section does not apply to a trade in a security 
to a person described in paragraph (a) of the definition of "eligible investor" in 
section 1.1 [Definitions] if that person was created, or is used, solely to purchase or 
hold securities in reliance on an exemption from the dealer registration requirement 
set out in subsection (2).
(4) No commission or finder's fee may be paid to any person, other than a registered 
dealer, in connection with a trade to a purchaser in Northwest Territories, Nunavut, 
Saskatchewan and Yukon under subsection (2).
(5) An offering memorandum delivered under this section must be in the required 
form.
(6) If the securities legislation where the purchaser is resident does not provide a 
comparable right, an offering memorandum delivered under this section must provide 
the purchaser with a contractual right to cancel the agreement to purchase the security 
by delivering a notice to the issuer not later than midnight on the 2nd business day 
after the purchaser signs the agreement to purchase the security.
(7) If the securities legislation where the purchaser is resident does not provide 
statutory rights of action in the event of a misrepresentation in an offering 
memorandum delivered under this section, the offering memorandum must contain a 
contractual right of action against the issuer for rescission or damages that
(a)	is available to the purchaser if the offering memorandum, or any 
information or documents incorporated or deemed to be incorporated by 
reference into the offering memorandum, contains a misrepresentation, 
without regard to whether the purchaser relied on the misrepresentation,
(b)	is enforceable by the purchaser delivering a notice to the issuer 
(i)	in the case of an action for rescission, within 180 days after the 
purchaser signs the agreement to purchase the security, or
(ii)	in the case of an action for damages, before the earlier of
A)	180 days after the purchaser first has knowledge of the 
facts giving rise to the cause of action, or
B)	3 years after the date the purchaser signs the agreement 
to purchase the security,
(c)	is subject to the defence that the purchaser had knowledge of the 
misrepresentation,
(d)	in the case of an action for damages, provides that the amount 
recoverable 
(i)	must not exceed the price at which the security was offered, and
(ii)	does not include all or any part of the damages that the issuer 
proves does not represent the depreciation in value of the 
security resulting from the misrepresentation, and
(e)	is in addition to, and does not detract from, any other right of the 
purchaser.
(8) An offering memorandum delivered under this section must contain a certificate 
that states the following:
"This offering memorandum does not contain a misrepresentation."
(9) If the issuer is a company, a certificate under subsection (8) must be signed
(a)	by the issuer's chief executive officer and chief financial officer or, if 
the issuer does not have a chief executive officer or chief financial 
officer, an individual acting in that capacity,
(b)	on behalf of the directors of the issuer by,
(i)	any 2 directors who are authorized to sign, other than the persons 
referred to in paragraph (a), or
(ii)	all the directors of the issuer, and
(c)	by each promoter of the issuer.
(10) If the issuer is a trust, a certificate under subsection (8) must be signed by
(a)	the individuals who perform functions for the issuer similar to those 
performed by the chief executive officer and the chief financial officer 
of a company, and
(b)	each trustee and the manager of the issuer.
(10.1) If a trustee or the manager that is signing the certificate of the issuer is
(a)	an individual, the individual must sign the certificate,
(b)	a company, the certificate must be signed
(i)	by the chief executive officer and the chief financial officer of 
the trustee or the manager, and
(ii)	on behalf of the board of directors of the trustee or the manager, 
by
A)	any two directors of the trustee or the manager, other 
than the persons referred to in subparagraph (i), or
B)	all of the directors of the trustee or the manager,
(c)	a limited partnership, the certificate must be signed by each general 
partner of the limited partnership as described in subsection (11.1) in 
relation to an issuer that is a limited partnership, or
(d)	not referred to in paragraphs (a), (b) or (c), the certificate may be signed 
by any person or company with authority to act on behalf of the trustee 
or the manager.
(10.2) Despite subsections (10) and (10.1), if the issuer is an investment fund and the 
declaration of trust, trust indenture or trust agreement establishing the investment 
fund delegates the authority to do so, or otherwise authorizes an individual or 
company to do so, the certificate may be signed by the individual or company to 
whom the authority is delegated or that is authorized to sign the certificate.
(10.3) Despite subsections (10) and (10.1), if the trustees of an issuer, other than an 
investment fund, do not perform functions for the issuer similar to those performed by 
the directors of a company, the trustees are not required to sign the certificate of the 
issuer provided that at least two individuals who do perform functions for the issuer 
similar to those performed by the directors of a company sign the certificate.
(11) If the issuer is a limited partnership, a certificate under subsection (8) must be 
signed by
(a)	each individual who performs a function for the issuer similar to any of 
those performed by the chief executive officer or the chief financial 
officer of a company, and
(b)	each general partner of the issuer.
(11.1) If a general partner of the issuer is
(a)	an individual, the individual must sign the certificate,
(b)	a company, the certificate must be signed
(i)	by the chief executive officer and the chief financial officer of 
the general partner, and
(ii)	on behalf of the board of directors of the general partner, by
A)	any two directors of the general partner, other than the 
persons referred to in subparagraph (i), or
B)	all of the directors of the general partner,
(c)	a limited partnership, the certificate must be signed by each general 
partner of the limited partnership and, for greater certainty, this 
subsection applies to each general partner required to sign,
(d)	a trust, the certificate must be signed by the trustees of the general 
partner as described in subsection 10 in relation to an issuer that is a 
trust, or
(e)	not referred to in paragraphs (a) to (d), the certificate may be signed by 
any person or company with authority to act on behalf of the general 
partner.
(12) If an issuer is not a company, trust or limited partnership, a certificate under 
subsection (8) must be signed by the persons that, in relation to the issuer, are in a 
similar position or perform a similar function to any of the persons referred to in 
subsections (9), (10), (10.1), (10.2), (10.3), (11) and (11.1).
(13) A certificate under subsection (8) must be true
(a)	at the date the certificate is signed, and
(b)	at the date the offering memorandum is delivered to the purchaser.
(14) If a certificate under subsection (8) ceases to be true after it is delivered to the 
purchaser, the issuer cannot accept an agreement to purchase the security from the 
purchaser unless
(a)	the purchaser receives an update of the offering memorandum,
(b)	the update of the offering memorandum contains a newly dated 
certificate signed in compliance with subsection (9), (10), (10.1), (10.2), 
(10.3), (11) or (11.1), and
(c)	the purchaser re-signs the agreement to purchase the security.
(15) A risk acknowledgement under subsection (1) or (2) must be in the required form 
and an issuer relying on subsection (1) or (2) must retain the signed risk 
acknowledgment for 8 years after the trade.
(16) The issuer must
(a)	hold in trust all consideration received from the purchaser in connection 
with a trade in a security under subsection (1) or (2) until midnight on 
the 2nd business day after the purchaser signs the agreement to purchase 
the security, and
(b)	return all consideration to the purchaser promptly if the purchaser 
exercises the right to cancel the agreement to purchase the security 
described under subsection (6).
(17) The issuer must file a copy of an offering memorandum delivered under this 
section and any update of a previously filed offering memorandum with the securities 
regulatory authority on or before the 10th day after the distribution under the offering 
memorandum or update of the offering memorandum.
(18) If a qualifying issuer uses a form of offering memorandum that allows the 
qualifying issuer to incorporate previously filed information into the offering 
memorandum by reference, the qualifying issuer is exempt from the requirement 
under National Instrument 43-101 Standards of Disclosure for Mineral Projects to 
file a technical report to support scientific or technical information about the 
qualifying issuer's mineral project in the offering memorandum or incorporated by 
reference into the offering memorandum if the information about the mineral project 
is contained in a previously filed technical report under National Instrument 43-101 
Standards of Disclosure for Mineral Projects.
Minimum amount investment 
3.10 (1) The dealer registration requirement does not apply in respect of a trade in a 
security to a person if
(a)	that person purchases as principal, 
(b)	the security has an acquisition cost to the purchaser of not less than 
$150 000 paid in cash at the time of the trade, and
(c)	the trade is in a security of a single issuer.
(2) Subsection (1) does not apply to a trade in a security to a person if the person was 
created, or is used, solely to purchase or hold securities in reliance on this exemption 
from the dealer registration requirement set out in subsection (1). 
Division 2: Transaction Exemptions
Business combination and reorganization
3.11 The dealer registration requirement does not apply in respect of a trade in a 
security in connection with 
(a)	an amalgamation, merger, reorganization or arrangement that is under a 
statutory procedure, 
(b)	an amalgamation, merger, reorganization or arrangement that
(i)	is described in an information circular made pursuant to National 
Instrument 51-102 Continuous Disclosure Obligations or in a 
similar disclosure record and the information circular or similar 
disclosure record is delivered to each security holder whose 
approval of the amalgamation, merger, reorganization or 
arrangement is required before it can proceed, and 
(ii)	is approved by the security holders referred to in subparagraph 
(i), 
or
(c)	a dissolution or winding-up of the issuer.
Asset acquisition 
3.12 The dealer registration requirement does not apply in respect of a trade by an 
issuer in a security of its own issue to a person as consideration for the acquisition, 
directly or indirectly, of the assets of the person, if those assets have a fair value of 
not less than $150 000. 
Petroleum, natural gas and mining properties 
3.13 The dealer registration requirement does not apply in respect of a trade by an 
issuer in a security of its own issue as consideration for the acquisition, directly or 
indirectly, of petroleum, natural gas or mining properties or any interest in them.
Securities for debt 
3.14 The dealer registration requirement does not apply in respect of a trade by a 
reporting issuer in a security of its own issue to a creditor to settle a bona fide debt of 
that reporting issuer.
Issuer acquisition or redemption 
3.15 The dealer registration requirement does not apply in respect of a trade in a 
security to the issuer of the security.
Take-over bid and issuer bid  
3.16 The dealer registration requirement does not apply in respect of a trade in a 
security in connection with a take-over bid in a jurisdiction of Canada or an issuer bid 
in a jurisdiction of Canada.
Offer to acquire to security holder outside local jurisdiction
3.17 The dealer registration requirement does not apply in respect of a trade by a 
security holder outside the local jurisdiction to a person in the local jurisdiction if the 
trade would have been in connection with a take-over bid or issuer bid made by that 
person were it not for the fact that the security holder is outside of the local 
jurisdiction. 


Division 3: Investment Fund Exemptions
Investment fund reinvestment 
3.18 (1) Subject to subsections (3), (4), (5) and (6), the dealer registration requirement 
does not apply in respect of the following trades by an investment fund, and the 
investment fund manager of the fund, to a security holder of the investment fund if 
the trades are permitted by a plan of the investment fund: 
(a)	a trade in a security of the investment fund's own issue if a dividend or 
distribution out of earnings, surplus, capital or other sources payable in 
respect of the investment fund's securities is applied to the purchase of 
the security that is of the same class or series as the securities to which 
the dividend or distribution out of earnings, surplus, capital or other 
sources is attributable, and
(b)	subject to subsection (2), a trade in a security of the investment fund's 
own issue if the security holder makes an optional cash payment to 
purchase the security of the investment fund that is of the same class or 
series of securities described in paragraph (a) that trade on a 
marketplace.
(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 
investment fund during which the trade takes place, 2% of the issued and outstanding 
securities of the class to which the plan relates as at the beginning of the financial 
year.
(3) A plan that permits the trades described in subsection (1) must be available to 
every security holder in Canada to which the dividend or distribution out of earnings, 
surplus, capital or other sources is available.
(4) A person must not charge a fee for a trade described in subsection (1).
(5) An investment fund that is a reporting issuer and in continuous distribution must 
set out in its current prospectus:
(a)	details of any deferred or contingent sales charge or redemption fee that 
is payable at the time of the redemption of the security,
(b)	any right that the security holder has to make an election to receive cash 
instead of securities on the payment of a dividend or making of a 
distribution by the investment fund, and 
(c)	instructions on how the right referred to in paragraph (b) can be 
exercised.
(6) An investment fund that is a reporting issuer and is not in continuous distribution 
must provide the information required by subsection (5) in its prospectus, annual 
information form or a material change report.
Additional investment in investment funds
3.19 The dealer registration requirement does not apply in respect of a trade by an 
investment fund, or the investment fund manager of the fund, in a security of the 
investment fund's own issue with a security holder of the investment fund if 
(a)	the security holder initially acquired securities of the investment fund as 
principal for an acquisition cost of not less than $150 000 paid in cash at 
the time of the trade,
(b)	the trade is in respect of a security of the same class or series as the 
securities initially acquired, as described in paragraph (a), and 
(c)	the security holder, as at the date of the trade, holds securities of the 
investment fund that have
(i)	an acquisition cost of not less than $150 000, or 
(ii)	a net asset value of not less than $150 000.
Private investment club
3.20 The dealer registration requirement does not apply in respect of a trade in a 
security of an investment fund if the investment fund
(a)	has no more than 50 beneficial security holders,
(b)	does not seek and has never sought to borrow money from the public,
(c)	does not and has never distributed its securities to the public,
(d)	does not pay or give any remuneration for investment management or 
administration advice in respect of trades in securities, except normal 
brokerage fees, and
(e)	for the purpose of financing the operations of the investment fund, 
requires security holders to make contributions in proportion to the value 
of the securities held by them.
Private investment fund - loan and trust pools
3.21 (1) Subject to subsection (2), the dealer registration requirement does not apply 
in respect of a trade in a security of an investment fund if the investment fund 
(a)	is administered by a trust company or trust corporation that is registered 
or authorized by an enactment of Canada or a jurisdiction of Canada to 
carry on business in Canada or a jurisdiction of Canada,
(b)	has no promoter or investment fund manager other than the trust 
company or trust corporation referred to in paragraph (a), and
(c)	co-mingles the money of different estates and trusts for the purpose of 
facilitating investment.
(2) A trust company or trust corporation registered under the laws of Prince Edward 
Island that is not registered under the Trust and Loan Companies Act (Canada) or 
under comparable legislation in another jurisdiction of Canada is not a trust company 
or trust corporation for the purpose of subparagraph (1)(a).
(3) The investment fund manager registration requirement does not apply to a trust 
company or trust corporation that administers an investment fund referred to in 
subsection (1).
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
Definitions
3.22 The definitions in Division 4 of Part 2 of this Instrument have the same meaning 
in this Division.
Interpretation
3.23 (1) In this Division, a person (first person) is considered to control another 
person (second person) if the first person, directly or indirectly, has the power to 
direct the management and policies of the second person by virtue of
(a)	ownership of or direction over voting securities in the second person,
(b)	a written agreement or indenture,
(c)	being the general partner or controlling the general partner of the second 
person, or
(d)	being a trustee of the second person.  
(2) In this Division, participation in a trade is considered voluntary if
(a)	in the case of an employee or the employee's permitted assign, the 
employee or the employee's permitted assign is not induced to 
participate in the trade by expectation of employment or continued 
employment of the employee with the issuer or a related entity of the 
issuer,
(b)	in the case of an executive officer or the executive officer's permitted 
assign, the executive officer or the executive officer's permitted assign is 
not induced to participate in the trade by expectation of appointment, 
employment, continued appointment or continued employment of the 
executive officer with the issuer or a related entity of the issuer, 
(c)	in the case of a consultant or the consultant's permitted assign, the 
consultant or the consultant's permitted assign is not induced to 
participate in the trade by expectation of engagement of the consultant to 
provide services or continued engagement of the consultant to provide 
services to the issuer or a related entity of the issuer, and
(d)	in the case of an employee of a consultant, the individual is not induced 
by the issuer, a related entity of the issuer, or the consultant to 
participate in the trade by expectation of employment or continued 
employment with the consultant.
Employee, executive officer, director and consultant 
3.24 (1) Subject to section 3.25 [Unlisted reporting issuer exception], the dealer 
registration requirement does not apply in respect of 
(a)	a trade by an issuer in a security of its own issue, or
(b)	a trade by a control person of an issuer in a security of the issuer or in an 
option to acquire a security of the issuer,  
with
(c)	an employee, executive officer, director or consultant of the issuer,
(d)	an employee, executive officer, director or consultant of a related entity 
of the issuer, or
(e)	a permitted assign of a person referred to in paragraphs (c) or (d)
if participation in the trade is voluntary.
(2) For the purposes of subsection (1), a person referred to in paragraph (c), (d) or (e) 
includes a trustee, custodian or administrator acting as agent for that person for the 
purpose of facilitating a trade. 
(3) The dealer registration requirement does not apply in respect of an act by a related 
entity of an issuer in furtherance of a trade referred to in subsection (1).
Unlisted reporting issuer exception
3.25 (1) For the purpose of this section, "unlisted reporting issuer" means a 
reporting issuer in a jurisdiction of Canada that is not a listed issuer.
(2) Subject to subsection (3), section 3.24 [Employee, executive officer, director and 
consultant] does not apply to a trade to an employee or consultant of the unlisted 
reporting issuer who is an investor relations person of the issuer, an associated 
consultant of the issuer, an executive officer of the issuer, a director of the issuer, or a 
permitted assign of those persons if, after the trade, 
(a)	the number of securities, calculated on a fully diluted basis, reserved for 
issuance under options granted to 
(i)	related persons, exceeds 10% of the outstanding securities of the 
issuer, or
(ii)	a related person, exceeds 5% of the outstanding securities of the 
issuer, or
(b)	the number of securities, calculated on a fully diluted basis, issued 
within 12 months to 
(i)	related persons, exceeds 10% of the outstanding securities of the 
issuer, or 
(ii)	a related person and the associates of the related person, exceeds 
5% of the outstanding securities of the issuer.
(3) Subsection (2) does not apply to a trade if the unlisted reporting issuer 
(a)	obtains security holder approval, and 
(b)	before obtaining security holder approval, provides security holders with 
the following information in sufficient detail to permit security holders 
to form a reasoned judgment concerning the matter:
(i)	the eligibility of employees, executive officers, directors, and 
consultants to be issued or granted securities as compensation or 
under a plan;
(ii)	the maximum number of securities that may be issued, or in the 
case of options, the number of securities that may be issued on 
exercise of the options, as compensation or under a plan;
(iii)	particulars relating to any financial assistance or support 
agreement to be provided to participants by the issuer or any 
related entity of the issuer to facilitate the purchase of securities 
as compensation or under a plan, including whether the 
assistance or support is to be provided on a full-, part-, or non-
recourse basis;
(iv)	in the case of options, the maximum term and the basis for the 
determination of the exercise price;
(v)	particulars relating to the options or other entitlements to be 
granted as compensation or under a plan, including 
transferability; and
(vi)	the number of votes attaching to securities that, to the issuer's 
knowledge at the time the information is provided, will not be 
included for the purpose of determining whether security holder 
approval has been obtained.
Trades among current or former employees, executive officers, directors, or 
consultants of non-reporting issuer 
3.26 (1) Subject to subsection (2), the dealer registration requirement does not apply 
in respect of a trade in a security of an issuer by
(a)	a current or former employee, executive officer, director, or consultant 
of the issuer or related entity of the issuer, or
(b)	a permitted assign of a person referred to in paragraph (a), 
to 
(c)	an employee, executive officer, director, or consultant of the issuer or a 
related entity of the issuer, or  
(d)	a permitted assign of the employee, executive officer, director, or 
consultant. 
(2) The exemption in subsection (1) is only available if
(a)	participation in the trade is voluntary, 
(b)	the issuer of the security is not a reporting issuer in any jurisdiction of 
Canada, and
(c)	the price of the security being traded is established by a generally 
applicable formula contained in a written agreement among some or all 
of the security holders of the issuer to which the transferee is or will 
become a party.
Permitted transferees 
3.27 (1) The dealer registration requirement does not apply in respect of a trade in a 
security of an issuer acquired by a person described in section 3.24(1) [Employee, 
executive officer, director and consultant] under a plan of the issuer if the trade
(a)	is between
(i)	a person who is an employee, executive officer, director or 
consultant of the issuer or a related entity of the issuer, and
(ii)	the permitted assign of that person,
or
(b)	is between permitted assigns of that person.
(2) The dealer registration requirement does not apply in respect of a trade in a 
security of an issuer by a trustee, custodian or administrator acting on behalf, or for 
the benefit, of employees, executive officers, directors or consultants of the issuer or a 
related entity of the issuer, to
(a)	an employee, executive officer, director or consultant of the issuer or a 
related entity of the issuer, or
(b)	a permitted assign of a person referred to in paragraph (a),
if the security was acquired from 
(c)	an employee, executive officer, director or consultant of the issuer or a 
related entity of the issuer, or
(d)	the permitted assign of a person referred to in paragraph (c).
(3) For the purposes of the exemptions in subsection (1) and paragraphs (2) (c) and 
(d), all references to employee, executive officer, director, or consultant include a 
former employee, executive officer, director, or consultant.
Resale - non-reporting issuer
3.28 The dealer registration requirement does not apply in respect of the resale of a 
security that was acquired under this Division or by a person described in section 
3.24(1) [Employee, executive officer, director, and consultant] if the conditions in 
section 2.14 of National Instrument 45-102 Resale of Securities are satisfied.
Division 5: Miscellaneous Exemptions
Isolated trade 
3.29 The dealer registration requirement does not apply in respect of a trade in a 
security by a person if the trade is an isolated trade and is not made
(a)	by the issuer of the security,
(b)	in the course of continued and successive transactions of a like nature, 
and 
(c)	by a person whose usual business is trading in securities.
Isolated trade by issuer
3.30 The dealer registration requirement does not apply in respect of a trade by an 
issuer in a security of its own issue if the trade is an isolated trade and is not made
(a)	in the course of continued and successive transactions of a like nature, 
and
(b)	by a person whose usual business is trading in securities.
Dividends and distributions
3.31 (1) The dealer registration requirement does not apply in respect of a trade by an 
issuer in a security of its own issue to a security holder of the issuer as a dividend or 
distribution out of earnings, surplus, capital or other sources.
(2) The dealer registration requirement does not apply in respect of a trade by an 
issuer to a security holder of the issuer in a security of a reporting issuer as an in 
specie dividend or distribution out of earnings or surplus.
Trade to lender by control person for collateral 
3.32 The dealer registration requirement does not apply in respect of a trade in a 
security of an issuer to a lender, pledgee, mortgagee or other encumbrancer from the 
holdings of a control person of the issuer for the purpose of giving collateral for a 
bona fide debt of the control person.
Acting as underwriter 
3.33 The dealer registration requirement does not apply in respect of a trade in a 
security between a person and a purchaser acting as an underwriter or between or 
among persons acting as underwriters.
Specified debt 
3.34 (1) In this section, "permitted supranational agency" means
(a)	the African Development Bank, established by the Agreement 
Establishing the African Development Bank which came into force on 
September 10, 1964, that Canada became a member of on December 30, 
1982;
(b)	the Asian Development Bank, established under a resolution adopted by 
the United Nations Economic and Social Commission for Asia and the 
Pacific in 1965;
(c)	the Caribbean Development Bank, established by the Agreement 
Establishing the Caribbean Development Bank which came into force on 
January 26, 1970, as amended, that Canada is a founding member of;
(d)	the European Bank for Reconstruction and Development, established by 
the Agreement Establishing the European Bank for Reconstruction and 
Development and approved by the European Bank for Reconstruction 
and Development Agreement Act (Canada), that Canada is a founding 
member of;
(e)	the Inter-American Development Bank, established by the Agreement 
establishing the Inter-American Development Bank which became 
effective December 30, 1959, as amended from time to time, that 
Canada is a member of;
(f)	the International Bank for Reconstruction and Development,  established 
by the Agreement for an International Bank for Reconstruction and 
Development approved by the Bretton Woods and Related Agreements 
Act (Canada); and
(g)	the International Finance Corporation, established by Articles of 
Agreement approved by the Bretton Woods and Related Agreements Act 
(Canada).
(2) The dealer registration requirement does not apply in respect of a trade in
(a)	a debt security issued by or guaranteed by the Government of Canada or 
the government of a jurisdiction of Canada,
(b)	a debt security issued by or guaranteed by a government of a foreign 
jurisdiction if the debt security has an approved credit rating from an 
approved credit rating organization,
(c)	a debt security issued by or guaranteed by a municipal corporation in 
Canada, or secured by or payable out of rates or taxes levied under the 
law of a jurisdiction of Canada on property in the jurisdiction and 
collectable by or through the municipality in which the property is 
situated,
(d)	a debt security issued by or guaranteed by a Canadian financial 
institution or a Schedule III bank, other than debt securities that are 
subordinate in right of payment to deposits held by the issuer or 
guarantor of those debt securities, 
(e)	a debt security issued by the Comit‚ de gestion de la taxe scolaire de 
l'Œle de Montr‚al, or
(f)	a debt security issued by or guaranteed by a permitted supranational 
agency if the debt securities are payable in the currency of Canada or the 
United States of America.
(3) Paragraphs (2)(a), and (c) do not apply in Ontario.
Short-term debt 
3.35 The dealer registration requirement does not apply in respect of a trade in a 
negotiable promissory note or commercial paper maturing not more than one year 
from the date of issue, if the note or commercial paper traded 
(a)	is not convertible or exchangeable into or accompanied by a right to 
purchase another security other than a security described in this section, 
and 
(b)	has an approved credit rating from an approved credit rating 
organization.
Mortgages
3.36 (1) In this section, "syndicated mortgage" means a mortgage in which 2 or 
more persons participate, directly or indirectly, as a lender in a debt obligation that is 
secured by the mortgage.
(2) Except in Ontario, and subject to subsection (3), the dealer registration 
requirement does not apply in respect of a trade in a mortgage on real property in a 
jurisdiction of Canada by a person who is registered or licensed, or exempted from 
registration or licensing, under mortgage brokerage or mortgage dealer legislation of 
that jurisdiction. 
(3) In Alberta, British Columbia, Manitoba, Qu‚bec and Saskatchewan, subsection (2) 
does not apply in respect of a trade in a syndicated mortgage.


Personal property security legislation
3.37 Except in Ontario, the dealer registration requirement does not apply in respect 
of a trade to a person, other than an individual, in a security evidencing indebtedness 
secured by or under a security agreement, secured in accordance with personal 
property security legislation of a jurisdiction of Canada that provides for the granting 
of security in personal property.
Not for profit issuer
3.38 The dealer registration requirement does not apply in respect of a trade by an 
issuer that is organized exclusively for educational, benevolent, fraternal, charitable, 
religious or recreational purposes and not for profit in a security of its own issue if 
(a)	no part of the net earnings benefit any security holder of the issuer, and
(b)	no commission or other remuneration is paid in connection with the sale 
of the security.
Variable insurance contract 
3.39 (1) In this section, 
(a)	"contract" "group insurance", "insurance company", "life 
insurance" and "policy" have the respective meanings assigned to them 
in the legislation for a jurisdiction referenced in Appendix A.
(b)	"variable insurance contract" means a contract of life insurance under 
which the interest of the purchaser is valued for purposes of conversion 
or surrender by reference to the value of a proportionate interest in a 
specified portfolio of assets.
(2) The dealer registration requirement does not apply in respect of a trade in a 
variable insurance contract by an insurance company if the variable insurance 
contract is
(a)	a contract of group insurance,
(b)	a whole life insurance contract providing for the payment at maturity of 
an amount not less than 75% of the premium paid up to age 75 years for 
a benefit payable at maturity,
(c)	an arrangement for the investment of policy dividends and policy 
proceeds in a separate and distinct fund to which contributions are made 
only from policy dividends and policy proceeds, or 
(d)	a variable life annuity.
RRSP/RRIF/TFSA
3.40 The dealer registration requirement does not apply in respect of a trade in a 
security between 
(a)	an individual or an associate of the individual, and 
(b)	a RRSP, RRIF, or TFSA
(i)	established for or by the individual, or 
(ii)	under which the individual is a beneficiary.
Schedule III banks and cooperative associations - evidence of deposit
3.41 Except in Ontario, the dealer registration requirement does not apply in respect 
of a trade in an evidence of deposit issued by a Schedule III bank or an association 
governed by the Cooperative Credit Associations Act (Canada).
Conversion, exchange, or exercise 
3.42 (1) The dealer registration requirement does not apply in respect of a trade by an 
issuer if
(a)	the issuer trades a security of its own issue to a security holder of the 
issuer in accordance with the terms and conditions of a security 
previously issued by that issuer, or
(b)	subject to subsection (2), the issuer trades a security of a reporting issuer 
held by it to a security holder of the issuer in accordance with the terms 
and conditions of a security previously issued by that issuer.  
(2) Subsection (1)(b) does not apply unless 
(a)	the issuer has given the regulator or, in Qu‚bec, the securities regulatory 
authority, prior written notice stating the date, amount, nature and 
conditions of the trade, and
(b)	the regulator or, in Qu‚bec, the securities regulatory authority, has not 
objected in writing to the trade within 10 days of receipt of the notice 
referred to in paragraph (a) or, if the regulator or securities regulatory 
authority objects to the trade, the issuer must deliver to the regulator or 
securities regulatory authority information relating to the securities that 
is satisfactory to and accepted by the regulator or securities regulatory 
authority.
Self-directed registered educational savings plans
3.43 The dealer registration requirement does not apply to a trade in a self-directed 
RESP to a subscriber if
(a)	the trade is made by
(i)	a dealing representative of a mutual fund dealer who is acting on 
behalf of the mutual fund dealer,
(ii)	a Canadian financial institution, or,
(iii)	in Ontario, a financial intermediary, and
(b)	the self-directed RESP restricts its investments in securities to securities 
in which the person who trades the self-directed RESP is permitted to 
trade.
Registered dealer  
3.44 The dealer registration requirement does not apply in respect of a trade by a 
person acting solely through an agent who is a registered dealer.
Exchange contract
3.45 (1) In Alberta, British Columbia, Qu‚bec and Saskatchewan, the dealer 
registration requirement does not apply in respect of the following trades in exchange 
contracts:
(a)	a trade by a person acting solely through a registered dealer;
(b)	subject to subsection (2) and (3), 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 jurisdiction;
(c)	a trade that may occasionally be transacted by employees of a registered 
dealer if the employees 
(i)	do not usually trade in exchange contracts, and 
(ii)	have been designated by the regulator or, in Qu‚bec, the 
securities regulatory authority, as "non-trading" employees, 
either individually or as a class.
(2) An individual referred to in subsection (1)(b) must not
(a)	advertise or engage in promotional activity that is directed to persons in 
the jurisdiction during the 6 months preceding the trade, and 
(b)	pay any commission or finder's fee to any person in the jurisdiction in 
connection with the trade.
(3) Subsection (1)(b) does not apply in Saskatchewan.
Estates, bankruptcies, and liquidations 
3.46 The dealer registration requirement does not apply in respect of a trade by a 
person acting under the authority of 
(a)	a direction, order or judgment of a court,
(b)	a will, or 
(c)	any law of a jurisdiction 
in the course of enforcing legal obligations or administering the affairs of another 
person.
Employees of registered dealer 
3.47 The dealer registration requirement does not apply in respect of a trade by an 
employee of a registered dealer in a security if the employee does not usually trade in 
securities and has been designated or accepted by the regulator or, in Qu‚bec, the 
securities regulatory authority, as a "non-trading" employee, either individually or as 
a class.
Small security holder selling and purchase arrangements
3.48 (1) For the purposes of this section
"exchange" means
(a)	TSX Inc.,
(b)	the TSX Venture Exchange Inc., or
(c)	an exchange that 
(i)	has a policy that is substantially similar to the policy of the TSX 
Inc., and 
(ii)	is designated by the securities regulatory authority for the 
purpose of this section;
"policy" means
(a)	in the case of the TSX Inc., sections 638 and 639 [Odd lot selling and 
purchase arrangements] of the TSX Company Manual as amended from 
time to time,
(b)	in the case of the TSX Venture Exchange Inc., Policy 5.7 Small 
Shareholder Selling and Purchase Arrangements as amended from time 
to time, or
(c)	in the case of an exchange referred to in paragraph (c) of the definition 
of "exchange", the rule, policy or other similar instrument of the 
exchange on small shareholder selling and purchase arrangements. 
(2) The dealer registration requirement does not apply in respect of a trade by an 
issuer or its agent, in securities of the issuer that are listed on an exchange if
(a)	the trade is an act in furtherance of participation by the holders of the 
securities in an arrangement that is in accordance with the policy of that 
exchange,
(b)	the issuer and its agent do not provide advice to a security holder about 
the security holder's participation in the arrangement referred to in 
paragraph (a), other than a description of the arrangement's operation, 
procedures for participation in the arrangement, or both,
(c)	the trade is made in accordance with the policy of that exchange, without 
resort to an exemption from, or variation of, the significant subject 
matter of the policy, and
(d)	at the time of the trade after giving effect to a purchase under the 
arrangement, the market value of the maximum number of securities that 
a security holder is permitted to hold in order to be eligible to participate 
in the arrangement is not more than $25 000.
(3) For the purposes of subsection (2)(c), an exemption from, or variation of, the 
maximum number of securities that a security holder is permitted to hold under a 
policy in order to be eligible to participate in the arrangement provided for in the 
policy is not an exemption from, or variation of, the significant subject matter of the 
policy. 


Adviser
3.49 The adviser registration requirement does not apply to 
(a)	the following persons if performance of  services as an adviser are 
incidental to their principal business or occupation:
(i)	a Canadian financial institution and a Schedule III bank;
(ii)	the Business Development Bank of Canada continued under the 
Business Development Bank of Canada Act (Canada);
(iii)	a soci‚t‚ d'entraide ‚conomique or the F‚d‚ration des soci‚t‚s 
d'entraide ‚conomique du Qu‚bec governed by the Act 
respecting the soci‚t‚s d'entraide ‚conomique (Qu‚bec);
(iv)	a lawyer, accountant, engineer or teacher, or, in Qu‚bec, a 
notary, if  that individual
A)	does not recommend securities of an issuer in which 
that individual has an interest, and
B)	does not receive remuneration for the performance of 
services as an adviser separate from remuneration 
received by that individual for practicing in their 
professions;
(v)	a registered dealer or any partner, officer or employee of a 
registered dealer; 
or
(b)	a publisher or a writer for a newspaper, news magazine or business or 
financial journal or periodical, however delivered, that is of general and 
regular paid circulation, and only available to subscribers for value, or 
purchasers of it, if the publisher or writer 
(i)	gives advice only through the written publication,
(ii)	has no interest either directly or indirectly in any of the securities  
on which that individual gives advice, and
(iii)	receives no commission or other consideration for giving the 
advice other than for acting in that person's capacity  as a 
publisher or writer.


Investment dealer acting as portfolio manager 
3.50 (1) Subject to subsection (2), the adviser registration requirement does not apply 
to a registered investment dealer who manages the investment portfolios of its clients 
through discretionary authority granted by the clients if the investment dealer is a 
member of the Investment Industry Regulatory Organization of Canada and the 
advising activities are conducted in accordance with the rules of the Investment 
Industry Regulatory Organization of Canada.
(2) Any partner, director, officer or employee of a registered investment dealer 
referred to in subsection (1) who manages an investment portfolio for the registered 
investment dealer must be registered under the securities legislation of the jurisdiction 
to trade in securities.
PART 4: CONTROL BLOCK DISTRIBUTIONS
Control block distributions
4.1 (1) In this Part, 
"control block distribution" means a trade to which the provisions of 
securities legislation listed in Appendix B apply.
(2) Terms defined or interpreted in National Instrument 62-103 The Early Warning 
System and Related Take-over Bid and Insider Reporting Issues and used in this Part 
have the same meaning as is assigned to them in that Instrument. 
(3) The prospectus requirement does not apply to a control block distribution by an 
eligible institutional investor of a reporting issuer's securities if
(a)	the eligible institutional investor
(i)	has filed the reports required under the early warning 
requirements or files the reports required under Part 4 of 
National Instrument 62-103 The Early Warning System and 
Related Take-over Bid and Insider Reporting Issues,
(ii)	does not have knowledge of any material fact or material change 
with respect to the reporting issuer that has not been generally 
disclosed,
(iii)	does not receive in the ordinary course of its business and 
investment activities knowledge of any material fact or material 
change with respect to the reporting issuer that has not been 
generally disclosed, and
(iv)	either alone or together with any joint actors, does not possess 
effective control of the reporting issuer,
(b)	there are no directors or officers of the reporting issuer who were, or 
could reasonably be seen to have been, selected, nominated or 
designated by the eligible institutional investor or any joint actor,
(c)	the control block distribution is made in the ordinary course of business 
or investment activity of the eligible institutional investor,
(d)	securities legislation would not require the securities to be held for a 
specified period of time if the trade was not a control block distribution, 
(e)	no unusual effort is made to prepare the market or to create a demand for 
the securities, and 
(f)	no extraordinary commission or consideration is paid in respect of the 
control block distribution.
(4) An eligible institutional investor that makes a distribution in reliance on 
subsection (3) must file a letter within 10 days after the distribution that describes the 
date and size of the distribution, the market on which it was made and the price at 
which the securities being distributed were sold.
Distributions by a control person after a take-over bid
4.2 (1) Subject to subsection (2), the prospectus requirement does not apply to a 
distribution in a security from the holdings of a control person acquired under a take-
over bid for which a take-over bid circular was issued and filed if 
(a)	the issuer whose securities are being acquired under the take-over bid 
has been a reporting issuer for at least 4 months at the date of the take-
over bid,
(b)	the intention to make the distribution is disclosed in the take-over bid 
circular issued in respect of the take-over bid,
(c)	the distribution is made within the period beginning on the date of the 
expiry of the bid and ending 20 days after that date,
(d)	a notice of intention to distribute securities in Form 45-102F1 Notice of 
Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale 
of Securities under National Instrument 45-102 Resale of Securities is 
filed before the distribution,
(e)	an insider report of the distribution in Form 55-102F2 Insider Report or 
Form 55-102F6 Insider Report, as applicable, under National Instrument 
55-102 System for Electronic Disclosure by Insiders (SEDI) is filed 
within 3 days after the completion of the distribution,
(f)	no unusual effort is made to prepare the market or to create a demand for 
the security, and 
(g)	no extraordinary commission or consideration is paid in respect of the 
distribution.
(2) A control person referred to in subsection (1) is not required to comply with 
subsection (1) (b) if
(a)	another person makes a competing take-over bid for securities of the 
issuer for which the take-over bid circular is issued, and
(b)	the control person sells those securities to that other person for a 
consideration that is not greater than the consideration offered by that 
other person under its take-over bid.
PART 5: OFFERINGS BY TSX VENTURE EXCHANGE 
OFFERING DOCUMENT
Application and interpretation
5.1 (1) This Part does not apply in Ontario.
(2) In this Part
"exchange policy" means Exchange Policy 4.6 - Public Offering by Short 
Form Offering Document and Exchange Form 4H - Short Form Offering 
Document, of the TSX Venture Exchange as amended from time to time;
"gross proceeds" means the gross proceeds that are required to be paid to the 
issuer for listed securities distributed under a TSX Venture exchange offering 
document;
"listed security" means a security of a class listed on the TSX Venture 
Exchange; 
"prior exchange offering" means a distribution of securities by an issuer 
under a TSX Venture exchange offering document that was completed during 
the 12-month period immediately preceding the date of the TSX Venture 
exchange offering document; 
"subsequently triggered report" means a material change report that must be 
filed no later than 10 days after a material change under securities legislation as 
a result of a material change that occurs after the date the TSX Venture 
exchange offering document is certified but before a purchaser enters into an 
agreement of purchase and sale;
"TSX Venture Exchange" means the TSX Venture Exchange Inc.;
"TSX Venture exchange offering document" means an offering document 
that complies with the exchange policy;
"warrant" means a warrant of an issuer distributed under a TSX Venture 
exchange offering document that entitles the holder to acquire a listed security 
or a portion of a listed security of the same issuer.
TSX Venture Exchange offering
5.2 The prospectus requirement does not apply to a distribution by an issuer in a 
security of its own issue if
(a)	the issuer has filed an AIF in a jurisdiction of Canada,
(b)	the issuer is a SEDAR filer, 
(c)	the issuer is a reporting issuer in a jurisdiction of Canada and has filed in 
a jurisdiction of Canada
(i)	a TSX Venture exchange offering document,
(ii)	all documents required to be filed under the securities legislation 
of that jurisdiction, and
(iii)	any subsequently triggered report, 
(d)	the distribution is of listed securities or units consisting of listed 
securities and warrants,
(e)	the issuer has filed with the TSX Venture Exchange a TSX Venture 
exchange offering document in respect of the distribution, that
(i)	incorporates by reference the following documents of the issuer 
filed with the securities regulatory authority in any jurisdiction of 
Canada:
A)	the AIF,
B)	the most recent annual financial statements and the 
MD&A relating to those financial statements, 
C)	all unaudited interim financial statements and the 
MD&A relating to those financial statements, filed 
after the date of the AIF but before or on the date of the 
TSX Venture exchange offering document,
D)	all material change reports filed after the date of the 
AIF but before or on the date of the TSX Venture 
exchange offering document, and
E)	all documents required under National Instrument 43-
101 Standards of Disclosure for Mineral Projects and 
National Instrument 51-101 Standards of Disclosure 
for Oil and Gas Activities filed on or after the date of 
the AIF but before or on the date of the TSX Venture 
exchange offering document,
(ii)	deems any subsequently triggered report required to be delivered 
to a purchaser under this Part to be incorporated by reference,
(iii)	grants to purchasers contractual rights of action in the event of a 
misrepresentation, as required by the exchange policy,
(iv)	grants to purchasers contractual rights of withdrawal, as required 
by the exchange policy, and
(v)	contains all the certificates required by the exchange policy,
(f)	the distribution is conducted in accordance with the exchange policy, 
(g)	the issuer or the underwriter delivers the TSX Venture exchange 
offering document and any subsequently triggered report to each 
purchaser 
(i)	before the issuer or the underwriter enters into the  written 
confirmation of purchase and sale resulting from an order or 
subscription for securities being distributed under the TSX 
Venture exchange offering document, or
(ii)	not later than midnight on the 2nd business day after the 
agreement of purchase and sale is entered into, 
(h)	the listed securities issued under the TSX Venture exchange offering 
document, when added to the listed securities of the same class issued 
under prior exchange offerings do not exceed 
(i)	the number of securities of the same class outstanding 
immediately before the issuer distributes securities of the same 
class under the TSX Venture exchange offering document, or
(ii)	the number of securities of the same class outstanding 
immediately before a prior exchange offering,
(i)	the gross proceeds under the TSX Venture exchange offering document, 
when added to the gross proceeds from prior exchange offerings do not 
exceed $2 million,
(j)	no purchaser acquires more than 20% of the securities distributed under 
the TSX Venture exchange offering document, and
(k)	no more than 50% of the securities distributed under the TSX Venture 
exchange offering document are subject to section 2.5 of National 
Instrument 45-102 Resale of Securities.
Underwriter obligations
5.3 An underwriter that qualifies as a "sponsor" under TSX Venture Exchange Policy 
2.2 - Sponsorship and Sponsorship Requirements as amended from time to time must 
sign the TSX Venture exchange offering document and comply with TSX Venture 
Exchange Appendix 4A - Due Diligence Report in connection with the distribution. 
PART 6: REPORTING REQUIREMENTS
Report of exempt distribution
6.1 (1) Subject to subsection (2) and section 6.2 [When report not required], issuers 
that distribute their own securities and underwriters that distribute securities they 
acquired under section 2.33 must file a report if they make the distribution under one 
or more of the following exemptions: 
(a)	section 2.3 [Accredited investor]; 
(b)	section 2.5 [Family, friends and business associates]; 
(c)	subsection 2.9 (1) or (2) [Offering memorandum for Alberta, B.C., 
Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador,  
Northwest Territories, Nunavut, Prince Edward Island, Qu‚bec, 
Saskatchewan and Yukon]; 
(d)	section 2.10 [Minimum amount investment];
(e)	section 2.12 [Asset acquisition]; 
(f)	section 2.13 [Petroleum, natural gas and mining properties]; 
(g)	section 2.14 [Securities for debt];
(h)	section 2.19 [Additional investment in investment funds];
(i)	section 2.30 [Isolated distribution by issuer];
(j)	section 5.2 [TSX Venture Exchange offering].
(2) The issuer or underwriter must file the report in the jurisdiction where the 
distribution takes place no later than 10 days after the distribution. 
When report not required
6.2 (1) An issuer is not required to file a report under section 6.1(a) [Report of exempt 
distribution] for a distribution of a debt security of its own issue or, concurrently with 
the distribution of the debt security, an equity security of its own issue, to a Canadian 
financial institution or a Schedule III bank. 
(2) An investment fund is not required to file a report under section 6.1 [Report of 
exempt distribution] for a distribution under section 2.3 [Accredited investor], section 
2.10 [Minimum amount] or section 2.19 [Additional investment in investment funds] if 
the investment fund files the report not later than 30 days after the financial year-end 
of the investment fund.
Required form of report of exempt distribution
6.3 (1) The required form of report under section 6.1 [Report of exempt distribution] 
is Form 45-106F1.
(2) Except in Manitoba, an issuer that makes a distribution under an exemption from a 
prospectus requirement not provided for in this Instrument is exempt from the 
requirements in securities legislation to file a report of exempt trade or exempt 
distribution in the required form if the issuer files a report of exempt distribution in 
accordance with Form 45-106F1.
Required form of offering memorandum
6.4 (1) The required form of offering memorandum under section 2.9 or section 3.9 
[Offering memorandum] is Form 45-106F2.
(2) Despite subsection (1), a qualifying issuer may prepare an offering memorandum 
in accordance with Form 45-106F3. 
Required form of risk acknowledgement
6.5 (1) The required form of risk acknowledgement under subsection 2.9(12) or 
subsection 3.9(12) [Offering memorandum] is Form 45-106F4.
(2) In Saskatchewan, the required form of risk acknowledgement under section 2.6 or 
section 3.6 [Family, friends and business associates] is Form 45-106F5.
PART 7: EXEMPTION
Exemption
7.1 (1) Subject to subsection (2), the regulator or the securities regulatory authority 
may grant an exemption to this Instrument, in whole or in part, subject to such 
conditions or restrictions as may be imposed in the exemption.
(2) In Ontario, only the regulator may grant an exemption and only from Part 6, in 
whole or in part, subject to such conditions or restrictions as may be imposed in the 
exemption.
(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the 
statute referred to in Appendix B of National Instrument 14-101 Definitions opposite 
the name of the local jurisdiction. 
PART 8: TRANSITIONAL, COMING INTO FORCE
Additional investment - investment funds - exemption from prospectus 
requirement
8.1 The prospectus requirement does not apply to a distribution by an investment fund 
in a security of its own issue to a purchaser that initially acquired the security as 
principal before this Instrument came into force if 
(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 Securities Act 
(Prince Edward Island) and Prince Edward Island Local Rule 45-
512 -Exempt Distributions - Exemption for Purchase of Mutual 
Fund Securities;
(xi)	in Qu‚bec, section 51 and 155.1(2) of the Securities Act 
(Qu‚bec);
(xii)	in Saskatchewan, sections 39(1)(e) and 81(1)(d) of the The 
Securities Act, 1988 (Saskatchewan);
(b)	the distribution is of a security of the same class or series as the initial 
distribution, and
(c)	the security holder, as at the date of the distribution, holds securities of 
the investment fund that have
(i)	an acquisition cost of not less than the minimum amount 
prescribed by securities legislation referred to in paragraph (a) 
under which the initial distribution was conducted, or
(ii)	a net asset value of not less than the minimum amount prescribed 
by securities legislation referred to in paragraph (a) under which 
the initial distribution was conducted.
Additional investment - investment funds - exemption from registration 
requirement
8.1.1 (1) After March 27, 2010, this section 8.1.1 does not apply in any jurisdiction.
(2) The dealer registration requirement does not apply in respect of a trade by an 
investment fund in a security of its own issue to a purchaser that initially acquired the 
security as principal before this Instrument came into force if 
(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 Securities Act 
(Prince Edward Island) and Prince Edward Island Local Rule 45-
512 -Exempt Distributions - Exemption for Purchase of Mutual 
Fund Securities;
(xi)	in Qu‚bec, section 51 and 155.1(2) of the Securities Act 
(Qu‚bec);
(xii)	in Saskatchewan, sections 39(1)(e) and 81(1)(d) of the The 
Securities Act, 1988 (Saskatchewan);
(b)	the trade is for a security of the same class or series as the initial trade, 
and
(c)	the security holder, as at the date of the trade, holds securities of the 
investment fund that have
(i)	an acquisition cost of not less than the minimum amount 
prescribed by securities legislation referred to in paragraph (a) 
under which the initial trade was conducted, or
(ii)	a net asset value of not less than the minimum amount prescribed 
by securities legislation referred to in paragraph (a) under which 
the initial trade was conducted.
Definition of "accredited investor" - investment fund
8.2 An investment fund that distributed its securities to persons pursuant to any of the 
following provisions is an investment fund under paragraph (n)(ii) of the definition of 
"accredited investor":
(a)	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); 
(b)	in British Columbia, sections 45(2) (5) and (22), and 74(2) (4) and (19) 
of the Securities Act (British Columbia);
(c)	in Manitoba, sections 19(3) and 58(1)(a) of the Securities Act 
(Manitoba) and section 90 of the Securities Regulation MR 491/88R;
(d)	in New Brunswick, section 2.8 of Local Rule 45-501 Prospectus and 
Registration Exemptions;
(e)	in Newfoundland and Labrador, sections 36(1)(e) and 73(1)(d) of the 
Securities Act (Newfoundland and Labrador);
(f)	in Nova Scotia, sections 41(1)(e) and 77(1)(d) of the Securities Act 
(Nova Scotia);
(g)	in Northwest Territories, section 3(c) and (z) of Blanket Order No. 2;
(h)	in Nunavut, section 3(c) and (z) of Blanket Order No. 3;
(i)	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 ; 
(j)	in Prince Edward Island, section 2(3)(d) of the Securities Act (Prince 
Edward Island) and Prince Edward Island Local Rule 45-512 -Exempt 
Distributions - Exemption for Purchase of Mutual Fund Securities;
(k)	in Qu‚bec, section 51 and 155.1(2) of the Securities Act (Qu‚bec);
(l)	in Saskatchewan, sections 39(1)(e) and 81(1)(d) of the The Securities 
Act, 1988 (Saskatchewan).
Transition - Closely-held issuer - exemption from prospectus requirement
8.3 (1) In this section,
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-
501 Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-
501 Exempt Distributions that came into force on January 12, 2004;
"closely-held issuer" has the same meaning as in 2004 OSC Rule 45-501;
(2) The prospectus requirement does not apply to a distribution of a security that was 
previously distributed by a closely-held issuer under section 2.1 of 2001 OSC Rule 
45-501, or under section 2.1 of 2004 OSC Rule 45-501, to a person who purchases the 
security as principal and is 
(a)	a director, officer, employee, founder or control person of the issuer,
(b)	a spouse, parent, grandparent, brother, sister or child of a director, 
executive officer, founder or control person of the  issuer,
(c)	a parent, grandparent, brother, sister or child of the spouse of a director, 
executive officer, founder or control person of the  issuer,
(d)	a close personal friend of a director, executive officer, founder or control 
person of the issuer,
(e)	a close business associate of a director, executive officer, founder or 
control person of the issuer,
(f)	a spouse, parent, grandparent, brother, sister or child of the selling 
security holder or of the selling security holder's spouse,
(g)	a security holder of the  issuer,
(h)	an accredited investor,
(i)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (h),
(j)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (h), or 
(k)	a person that is not the public.
Transition - Closely-held issuer - exemption from registration requirement
8.3.1 (1) After March 27, 2010, this section 8.3.1 does not apply in any jurisdiction.
(2) In this section,
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-
501 Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-
501 Exempt Distributions that came into force on January 12, 2004;
"closely-held issuer" has the same meaning as in 2004 OSC Rule 45-501;
(3) The dealer registration requirement does not apply in respect of a trade in a 
security that was previously distributed by a closely-held issuer under section 2.1 of 
2001 OSC Rule 45-501 or under section 2.1 of 2004 OSC Rule 45-501 to a person 
who purchases the security as principal and is 
(a)	a director, officer, employee, founder or control person of the issuer,
(b)	a spouse, parent, grandparent, brother, sister or child of a director, 
executive officer, founder or control person of the  issuer,
(c)	a parent, grandparent, brother, sister or child of the spouse of a director, 
executive officer, founder or control person of the  issuer,
(d)	a close personal friend of a director, executive officer, founder or control 
person of the issuer,
(e)	a close business associate of a director, executive officer, founder or 
control person of the issuer,
(f)	a spouse, parent, grandparent, brother, sister or child of the selling 
security holder or of the selling security holder's spouse,
(g)	a security holder of the  issuer,
(h)	an accredited investor,
(i)	a person of which a majority of the voting securities are beneficially 
owned by, or a majority of the directors are, persons described in 
paragraphs (a) to (h),
(j)	a trust or estate of which all of the beneficiaries or a majority of the 
trustees or executors are persons described in paragraphs (a) to (h), or 
(k)	a person that is not the public.
Transition - reinvestment plan
8.4 Despite subsection 2.2(5) or 3.2(5), if an issuer's reinvestment plan was 
established before September 28, 2009, and provides for the distribution of a security 
that 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 of the plan must provide to each person who is already a participant the 
description of the material attributes and characteristics of the securities traded under 
the plan or notice of a source from which the participant can obtain the information 
not later than 140 days after the next financial year end of the issuer ending on or 
after September 28, 2009.
Application of Part 3 of this instrument
8.5  On March 27, 2010, Part 3 does not apply in any jurisdiction.
Repeal of former instrument
8.6 National Instrument 45-106 Prospectus and Registration Exemptions which came 
into force on September 14, 2005 is repealed on September 28, 2009.
Effective date
8.7(1) Except in Ontario, this Instrument comes into force on September 28, 2009.
(2) In Ontario, this Instrument comes into force on the later of the following:
(a) 	September 28, 2009;
(b)	the day on which sections 5 and 11, subsection 12(1) and section 13 of 
Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force. 
Appendix A 
to 
National Instrument 45-106 Prospectus and Registration Exemptions 
Variable insurance contract exemption 
(section 2.39)
JURISDICTION
LEGISLATION REFERENCE
ALBERTA
"contract of insurance", "group insurance", "life 
insurance", and "policy" have the respective 
meanings assigned to them under the Insurance 
Act (Alberta) and the regulations under that Act.

"insurance company" means an insurer as defined 
in the Insurance Act (Alberta) that is licensed 
under that Act.
BRITISH COLUMBIA
"contract", "group insurance", and "policy" have 
the respective meanings assigned to them under the 
Insurance Act (British Columbia) and the 
regulations under that Act.

"life insurance" has the respective meaning 
assigned to it under the Financial Institutions Act 
(British Columbia) and the regulations under that 
Act.

"insurance company" means an insurance 
company, or an extraprovincial insurance 
corporation, authorized to carry on insurance 
business under the Financial Institutions Act 
(British Columbia).
MANITOBA
"contract of insurance", "group insurance", "life 
insurance", and "policy" have the respective 
meanings assigned to them under the Insurance 
Act (Manitoba) and the regulations under that Act.

"insurance company" means an insurer as defined 
in the Insurance Act (Manitoba) that is licensed 
under that Act.
NEW BRUNSWICK
"contract of insurance", "group insurance", "life 
insurance", and "policy" have the respective 
meanings assigned to them under the Insurance 
Act (New Brunswick) and the regulations under 
that Act.

"insurance company" means an insurer as defined 
in the Insurance Act (New Brunswick) that is 
licensed under that Act.
NORTHWEST TERRITORIES
"contract", "group insurance", "life insurance", 
and "policy" have the respective meanings 
assigned to them under the Insurance Act 
(Northwest Territories).
"insurance company" means an insurer as defined 
in the Insurance Act (Northwest Territories) that is 
licensed under that Act.
NOVA SCOTIA
"contract", "group insurance", "life insurance", 
and "policy" have the respective meanings 
assigned to them under the Insurance Act (Nova 
Scotia) and the regulations under that Act.

"insurance company" has the same meaning as in 
section 3(1)(a) of the General Securities Rules 
(Nova Scotia).
ONTARIO
"contract", "group insurance", and "policy" have 
the respective meanings assigned to them in 
section 1 and 171 of the Insurance Act (Ontario).

"life insurance" has the respective meaning 
assigned to it in Schedule 1 by Order of the 
Superintendent of Financial Services.

"insurance company" has the same meaning as in 
section 1(2) of the General Regulation (Ont. Reg. 
1015).
QU�BEC
"contract of insurance", "group insurance", "life 
insurance", and "policy" have the respective 
meanings assigned to them under the Civil Code of 
Qu‚bec.

"insurance company" means an insurer holding a 
license under the Act respecting insurance (R.S.Q., 
c. A-32).
PRINCE EDWARD ISLAND
"contract", "group insurance", "insurer", "life 
insurance and "policy" have the respective 
meanings assigned to them in sections 1 and 174 of 
the Insurance Act (Prince Edward Island).

"insurance company" means an insurance 
company licensed under the Insurance Act 
(R.S.P.E.I. 1988, Cap. I-4),
SASKATCHEWAN
"contract", "life insurance" and "policy" have the 
respective meanings assigned to them in section 2 
of The Saskatchewan Insurance Act 
(Saskatchewan).

"group insurance" has the respective meaning 
assigned to it in section 133 of The Saskatchewan 
Insurance Act (Saskatchewan).

"insurance company" means an issuer licensed 
under The Saskatchewan Insurance Act 
(Saskatchewan).

YUKON
"contract", "group", "life insurance" and "policy" 
have the respective meanings assigned to them 
under the Insurance Act (Yukon) and the 
regulations made under that Act.

"insurance company" means an insurer as defined 
in the Insurance Act (Yukon) that is licensed under 
that Act.
Appendix B 
to 
National Instrument 45-106 Prospectus and Registration Exemptions
Control Block Distributions 
(PART 4)
JURISDICTION
SECURITIES LEGISLATION 
REFERENCE
ALBERTA
Section 1(p)(iii) of the Securities Act 
(Alberta)
BRITISH COLUMBIA
Paragraph (c) of the definition of 
"distribution" contained in section 1 of the 
Securities Act (British Columbia)
MANITOBA
Section 1(b) of the definition of "primary 
distribution to the public" contained in 
subsection 1(1) of the Securities Act 
(Manitoba)
NEW BRUNSWICK
Paragraph (c) of the definition of 
"distribution" contained in section 1(1) of 
the Securities Act (New Brunswick)
NEWFOUNDLAND AND 
LABRADOR
Section 2(1)(1)(iii) of the Securities Act 
(Newfoundland and Labrador)
NORTHWEST TERRITORIES
Paragraph (c) of the definition of 
"distribution" in subsection 1(1) of the 
Securities Act (Northwest Territories)
NOVA SCOTIA
Section 2(1)(1)(iii) of the Securities Act 
(Nova Scotia)
ONTARIO
Paragraph (c) of the definition of 
"distribution" contained in subsection 1(1) 
of the Securities Act (Ontario)
PRINCE EDWARD ISLAND
Section 1(f)(iii) of the Securities Act (Prince 
Edward Island)
QU�BEC
Paragraph 9 of the definition of 
"distribution" contained section 5 of the 
Securities Act (Qu‚bec)
SASKATCHEWAN
Section 2(1)(r)(iii) of The Securities Act, 
1988 (Saskatchewan)
YUKON
Paragraph (c) of the definition of 
"distribution" in subsection 1(1) of the 
Securities Act (Yukon)
FORM 45-106F1
REPORT OF EXEMPT DISTRIBUTION
This is the form required under section 6.1 of National Instrument 45-106 for a report 
of exempt distribution.
Issuer/underwriter information
Item 1:	 State the full name of the issuer of the security distributed and the address 
and telephone number of its head office.  If the issuer of the security distributed is an 
investment fund, state the name of the fund as the issuer, and provide the full name of 
the manager of the investment fund and the address and telephone number of the head 
office of the manager.  Include the former name of the issuer if its name has changed 
since last report.  If an underwriter is completing this form, also state the full name of 
the underwriter and the address and telephone number of the head office of the 
underwriter. 
Item 2:	 State whether the issuer is or is not a reporting issuer and, if reporting, each 
of the jurisdictions in which it is reporting.
Item 3:	 Indicate the industry of the issuer by checking the appropriate box next to one 
of the industries listed below.
? Bio-tech
Mining
Financial Services
	o exploration/development
	o investment companies and funds
	o production
	o mortgage investment companies
o Oil and gas
o Forestry
o Real estate
o Hi-tech
o Utilities
o Industrial
o Other (describe)




Details of distribution
Item 4:	 Complete Schedule I to this report. Schedule I is designed to assist in 
completing the remainder of this report.
Item 5:	 State the distribution date.  If the report is being filed for securities distributed 
on more than one distribution date, state all distribution dates.
Item 6:	 For each security distributed:
(a)	describe the type of security, 
(b)	state the total number of securities distributed. If the security is 
convertible or exchangeable, describe the type of underlying security, 
the terms of exercise or conversion and any expiry date; and
(c)		state the exemption(s) relied on.
Item 7:	 Complete the following table for each Canadian and foreign jurisdiction 
where purchasers of the securities reside.  Do not include in this table, securities 
issued as payment for commissions or finder's fees disclosed under item 8, below. 
Each jurisdiction where 
purchasers reside
Number of 
purchasers
Price per security 
(Canadian $)1
Total dollar 
value raised 
from 
purchasers in 
the jurisdiction 
(Canadian $)








Total number of Purchasers


Total dollar value of 
distribution in all 
jurisdictions (Canadian $)


Note 1:	If securities are issued at different prices list the highest and lowest price the 
securities were sold for.
Commissions and finder's fees
Item 8:	 Complete the following table by providing information for each person who 
has received or will receive compensation in connection with the distribution(s).  
Compensation includes commissions, discounts or other fees or payments of a similar 
nature.  Do not include payments for services incidental to the distribution, such as 
clerical, printing, legal or accounting services.
If the securities being issued as compensation are or include convertible securities, 
such as warrants or options, please add a footnote describing the terms of the 
convertible securities, including the term and exercise price.  Do not include the 
exercise price of any convertible security in the total dollar value of the compensation 
unless the securities have been converted.
Full name 
and address 
of the person 
being 
compensated
Compensation paid or to be paid (cash and/or securities)

Cash 
(Canadian $)
Securities
Total dollar 
value of 
compensation 
(Canadian $)


Number and 
type of 
securities 
issued
Price per 
security
Exemption 
relied on and 
date of 
distribution

























Item 9:	 If a distribution is made in Ontario, please include the attached 
"Authorization of Indirect Collection of Personal Information for Distributions in 
Ontario". The "Authorization of Indirect Collection of Personal Information for 
Distributions in Ontario" is only required to be filed with the Ontario Securities 
Commission.
Certificate
On behalf of the [issuer/underwriter], I certify that the statements made in this report 
are true.
Date:  	
	
Name of [issuer/underwriter] (please print)
	
Print name, title and telephone number of person signing
	
Signature
Instruction
The person filing the form must complete the bracketed information by deleting the 
inappropriate word.	
Item 10:	State the name, title and telephone number of the person who may be 
contacted with respect to any questions regarding the contents of this report, if 
different than the person signing the certificate.
IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS 
REPORT.
Notice - Collection and use of personal information
The personal information required under this form is collected on behalf of and used 
by the securities regulatory authorities or, where applicable, the regulators under the 
authority granted in securities legislation for the purposes of the administration and 
enforcement of the securities legislation.  
If you have any questions about the collection and use of this information, contact the 
securities regulatory authority or, where applicable, the regulator in the jurisdiction(s) 
where the form is filed, at the address(es) listed at the end of this report.
Authorization of Indirect Collection of Personal Information for Distributions in 
Ontario
The attached Schedule I contains personal information of purchasers and details of the 
distribution(s).  The issuer/underwriter hereby confirms that each purchaser listed in 
Schedule I of this report who is resident in Ontario
(a)	has been notified by the issuer/underwriter
(i)	of the delivery to the Ontario Securities Commission of the 
information pertaining to the person as set out in Schedule I,
(ii)	that this information is being collected indirectly by the Ontario 
Securities Commission under the authority granted to it in 
securities legislation,
(iii)	that this information is being collected for the purposes of the 
administration and enforcement of the securities legislation of 
Ontario, and
(iv)	of the title, business address and business telephone number of 
the public official in Ontario, as set out in this report, who can 
answer questions about the Ontario Securities Commission's 
indirect collection of the information, and 
(b)	has authorized the indirect collection of the information by the Ontario 
Securities Commission.


Schedule I
Complete the following table.
For reports filed under sub-section 6.1(1)(j) (TSX Venture Exchange offering) of 
National Instrument 45-106 the following table only needs to list the total number of 
purchasers by jurisdiction instead of including the name, residential address and 
telephone number of each purchaser.
Do not include in this table, securities issued as payment of commissions or finder's 
fees disclosed under item 8 of this report.
The information in this schedule will not be placed on the public file of any 
securities regulatory authority or, where applicable, regulator.  However, 
freedom of information legislation in certain jurisdictions may require the securities 
regulatory authority or, where applicable, regulator to make this information available 
if requested.
Full name, 
residential address 
and telephone 
number of 
purchaser
Number and 
type of 
securities 
purchased
Total 
purchase 
price 
(Canadian $)
Exemption 
relied on 

Date of 
distribution










Instructions:
1.	References to a purchaser in this report are to the beneficial owner of the 
securities.
2.	File this report and the applicable fee in each jurisdiction in which a 
distribution is made at the addresses listed at the end of this report. If the 
distribution is made in more than one jurisdiction, the issuer/underwriter must 
complete a single report identifying all purchasers and file that report in each of 
the jurisdictions in which the distribution is made. Filing fees associated with 
the filing of the report are not affected by identifying all purchasers in a single 
report.
3.	If the space provided for any answer is insufficient, additional sheets may be 
used and must be cross-referenced to the relevant part and properly identified 
and signed by the person whose signature appears on the report.  
4.	One report may be used for multiple distributions occurring within 10 days of 
each other provided that the report is filed on or before the 10th day following 
the first of such distributions.  
5.	The information in items 5, 6, and 7 must reconcile with the information in 
Schedule I of Form 45-106F1.  All dollar amounts must be in Canadian dollars.
6.	In order to determine the applicable fee, consult the securities legislation of 
each jurisdiction in which a distribution is made.  
7.	This report must be filed in English or in French. In Qu‚bec, the 
issuer/underwriter must comply with linguistic obligations and rights 
prescribed by Qu‚bec law.
Securities Regulatory Authorities and Regulators
British Columbia Securities Commission  
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, British Columbia V7Y 1L2  
Telephone: (604) 899-6500   
Toll free in British Columbia and Alberta 1-800-373-6393 
Facsimile: (604) 899-6506
Alberta Securities Commission 
4th Floor, 300 - 5th Avenue SW 
Calgary, Alberta T2P 3C4 
Telephone: (403) 297-6454 
Facsimile: (403) 297-6156
Saskatchewan Financial Services Commission 
Suite 601 - 1919 Saskatchewan Drive 
Regina, Saskatchewan S4P 4H2 
Telephone: (306) 787-5879 
Facsimile: (306) 787-5899
The Manitoba Securities Commission 
500 - 400 St Mary Avenue 
Winnipeg, Manitoba R3C 4K5 
Telephone: (204) 945-2548 
Toll free in Manitoba 1-800-655-5244 
Facsimile: (204) 945-0330
Ontario Securities Commission 
Suite 1903, Box 55 
20 Queen Street West 
Toronto, Ontario M5H 3S8 
Telephone: (416) 593- 8314 
Toll free in Canada: 1-877-785-1555 
Facsimile: (416) 593-8122 
Public official contact regarding indirect collection of information: 
Administrative Support Clerk 
Telephone (416) 593-3684
Autorit‚ des march‚s financiers 
800, Square Victoria, 22e ‚tage 
C.P. 246, Tour de la Bourse 
Montr‚al, Qu‚bec H4Z 1G3 
Telephone: (514) 395-0337 
Or 1-877-525-0337 
Facsimile: (514) 873-6155 (For filing purposes only) 
Facsimile: (514) 864-6381 (For privacy requests only)
New Brunswick Securities Commission 
85 Charlotte Street, Suite 300 
Saint John, New Brunswick E2L 2J2  
Telephone: (506) 658-3060 
Toll Free in New Brunswick 1-866-933-2222  
Facsimile: (506) 658-3059
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building 
1690 Hollis Street 
Halifax, Nova Scotia B3J 3J9 
Telephone: (902) 424-7768 
Facsimile: (902) 424-4625
Prince Edward Island Securities Office 
95 Rochford Street, 4th Floor Shaw Building 
P.O. Box 2000 
Charlottetown, Prince Edward Island C1A 7N8 
Telephone: (902) 368-4569 
Facsimile: (902) 368-5283
Government of Newfoundland and Labrador 
Financial Services Regulation Division 
P.O. Box 8700 
Confederation Building 
2nd Floor, West Block 
Prince Philip Drive 
St. John's, NFLD A1B 4J6 
Attention: Director of Securities 
Telephone: (709) 729-4189 
Facsimile: (709) 729-6187
Government of Yukon 
Department of Community Services 
Law Centre, 3rd Floor 
2130 Second Avenue 
Whitehorse, YT Y1A 5H6 
Telephone: (867) 667-5314 
Facsimile: (867) 393-6251
Government of Northwest Territories 
Department of Justice 
Securities Registry 
1st Floor, Stuart M. Hodgson Building 
5009 - 49th Street 
Yellowknife, Northwest Territories X1A 2L9 
Telephone: (867) 920-3318 
Facsimile: (867) 873-0243
Government of Nunavut 
Department of Justice 
Legal Registries Division 
P.O. Box 1000, Station 570 
1st Floor, Brown Building 
Iqaluit, Nunavut X0A 0H0 
Telephone: (867) 975-6590 
Facsimile: (867) 975-6594
FORM 45-106F2 
OFFERING MEMORANDUM FOR NON-QUALIFYING ISSUERS
Date: [Insert the date from the certificate page.]
The Issuer
Name:
Head office: 	Address: 
Phone#: 
E-mail address: 
Fax #:
Currently listed or quoted? [If no, state in bold type: "These securities do not trade 
on any exchange or market".  If yes, state where, e.g., TSX/TSX Venture 
Exchange.] 
Reporting issuer? [Yes/No.  If yes, state where.] 
SEDAR filer? [Yes/No]
The Offering 
Securities offered: 
Price per security: 
Minimum/Maximum offering: [If there is no minimum, state in bold type: "There is 
no minimum." and also state in bold type: "You may be the only purchaser."] 
State in bold type: Funds available under the offering may not be sufficient to 
accomplish our proposed objectives. 
Minimum subscription amount: [State the minimum amount each investor must 
invest, or state "There is no minimum subscription amount an investor must invest."] 
Payment terms: 
Proposed closing date(s): 
Income tax consequences: There are important tax consequences to these securities.  
See item 6. [If income tax consequences are not material, delete this item.] 
Selling agent? [Yes/No.  If yes, state "See item 7". The name of the selling agent may 
also be stated.] 
Resale restrictions 
State: "You will be restricted from selling your securities for [4 months and a day/an 
indefinite period].  See item 10."
Purchaser's rights 
State: "You have 2 business days to cancel your agreement to purchase these 
securities.  If there is a misrepresentation in this offering memorandum, you have the 
right to sue either for damages or to cancel the agreement.  See item 11."
State in bold type: 
"No securities regulatory authority or regulator has assessed the merits of these 
securities or reviewed this offering memorandum. Any representation to the 
contrary is an offence.  This is a risky investment.  See item 8."
[All of the above information must appear on a single cover page.]
Item 1: Use of Available Funds
1.1 Funds - Using the following table, disclose the funds available as a result of the 
offering. If the issuer plans to combine additional sources of funding with the 
available funds from the offering to achieve its principal capital-raising purpose, 
please provide details about each additional source of funding.  If there is no 
minimum offering, state "$0" as the minimum.  Disclose also the amount of any 
working capital deficiency, if any, of the issuer as at a date not more than 30 days 
prior to the date of the offering memorandum.  If the working capital deficiency will 
not be eliminated by the use of available funds, state how the issuer intends to 
eliminate or manage the deficiency.


Assuming min. 
offering
Assuming max. 
offering
A.
Amount to be raised by this offering
$
$
B.
Selling commissions and fees
$
$
C.
Estimated offering costs (e.g., legal, 
accounting, audit.)
$
$
D.
Available funds: D = A - (B+C)
$
$
E.
Additional sources of funding required
$
$
F.
Working capital deficiency
$
$
G.
Total: H = (D+E) - F
$
$
1.2 Use of Available Funds - Using the following table, provide a detailed 
breakdown of how the issuer will use the available funds.  If any of the available 
funds will be paid to a related party, disclose in a note to the table the name of the 
related party, the relationship to the issuer, and the amount.  If the issuer has a 
working capital deficiency, disclose the portion, if any, of the available funds to be 
applied against the working capital deficiency.  If more than 10% of the available 
funds will be used by the issuer to pay debt and the issuer incurred the debt within the 
two preceding financial years, describe why the debt was incurred.
Description of intended use of available 
funds listed in order of priority
Assuming min. 
offering
Assuming max. 
offering

$
$

$
$
Total: Equal to G in the Funds table above
$
$
1.3 Reallocation - The available funds must be used for the purposes disclosed in the 
offering memorandum.  The board of directors can reallocate the proceeds to other 
uses only for sound business reasons.  If the available funds may be reallocated, 
include the following statement:
"We intend to spend the available funds as stated.  We will reallocate funds 
only for sound business reasons."
Item 2: Business of [name of issuer or other term used to refer to issuer]
2.1 Structure - State the business structure (e.g., partnership, corporation or trust), the 
statute and the province, state or other jurisdiction under which the issuer is 
incorporated, continued or organized, and the date of incorporation, continuance or 
organization.
2.2 Our Business - Describe the issuer's business.  The disclosure must provide 
sufficient information to enable a prospective purchaser to make an informed 
investment decision.  For a non-resource issuer this disclosure may include principal 
products or services, operations, market, marketing plans and strategies and a 
discussion of the issuer's current and prospective competitors.  For a resource issuer 
this will require a description of principal properties (including interest held) and a 
summary of material information including, if applicable: the stage of development, 
reserves, geology, operations, production and mineral reserves or mineral resources 
being explored or developed.  A resource issuer disclosing scientific or technical 
information for a mineral project must follow General Instruction A.8 of this Form.  
A resource issuer disclosing information about its oil and gas activities must follow 
General Instruction A.9 of this Form.
2.3 Development of Business - Describe (generally, in one or two paragraphs) the 
general development of the issuer's business over at least its two most recently 
completed financial years and any subsequent period.  Include the major events that 
have occurred or conditions that have influenced (favourably or unfavourably) the 
development of the issuer.
2.4 Long Term Objectives - Describe each significant event that must occur to 
accomplish the issuer's long term objectives, state the specific time period in which 
each event is expected to occur, and the costs related to each event.
2.5 Short Term Objectives and How We Intend to Achieve Them 
(a)	Disclose the issuer's objectives for the next 12 months.
(b)	Using the following table, disclose how the issuer intends to meet those 
objectives for the next 12 months.
What we must do and how we will 
do it
Target completion date 
or, if not known, 
number of months to 
complete
Our cost to 
complete


$


$
2.6 Insufficient Funds
If applicable, disclose that the funds available as a result of the offering either may 
not or will not be sufficient to accomplish all of the issuer's proposed objectives and 
there is no assurance that alternative financing will be available. If alternative 
financing has been arranged, disclose the amount, source and all outstanding 
conditions that must be satisfied.
2.7 Material Agreements - Disclose the key terms of all material agreements 
(a)	to which the issuer is currently a party, or
(b)	with a related party
including the following information:
(i)	if the agreement is with a related party, the name of the related 
party and the relationship,
(ii)	a description of any asset, property or interest acquired, disposed 
of, leased, under option, etc.,
(iii)	a description of any service provided,
(iv)	purchase price and payment terms (e.g., paid in instalments, 
cash, securities or work commitments),
(v)	the principal amount of any debenture or loan, the repayment 
terms, security, due date and interest rate,
(vi)	the date of the agreement,
(vii)	the amount of any finder's fee or commission paid or payable to 
a related party in connection with the agreement,
(viii)	any material outstanding obligations under the agreement, and
(ix)	for any transaction involving the purchase of assets by or sale of 
assets to the issuer from a related party, state the cost of the 
assets to the related party, and the cost of the assets to the issuer.
Item 3: Interests of Directors, Management, Promoters and Principal Holders
3.1 Compensation and Securities Held - Using the following table, provide the 
specified information about each director, officer and promoter of the issuer and each 
person who, directly or indirectly, beneficially owns or controls 10% or more of any 
class of voting securities of the issuer (a "principal holder"). If the principal holder is 
not an individual, state in a note to the table the name of any person that, directly or 
indirectly, beneficially owns or controls more than 50% of the voting rights of the 
principal holder. If the issuer has not completed its first financial year, then include 
compensation paid since inception. Compensation includes any form of remuneration 
including cash, shares and options.
Name and 
municipality 
of principal 
residence
Positions held 
(e.g., director, 
officer, 
promoter and/or 
principal holder) 
and the date of 
obtaining that 
position
Compensation paid by 
issuer or related party 
in the most recently 
completed financial 
year and the 
compensation 
anticipated to be paid 
in the current financial 
year
Number, 
type and 
percentage 
of 
securities 
of the 
issuer held 
after 
completion 
of min. 
offering
Number, 
type and 
percentage 
of 
securities 
of the 
issuer held 
after 
completion 
of max. 
offering










3.2 Management Experience - Using the following table, disclose the principal 
occupations of the directors and executive officers over the past five years. In 
addition, for each individual, describe any relevant experience in a business similar to 
the issuer's.
Name
Principal occupation and related experience




3.3 Penalties, Sanctions and Bankruptcy
(a)	Disclose any penalty or sanction (including the reason for it and whether 
it is currently in effect) that has been in effect during the last 10 years, or 
any cease trade order that has been in effect for a period of more than 30 
consecutive days during the past 10 years against
(i)	a director, executive officer or control person of the issuer, or 
(ii)	an issuer of which a person referred to in (i) above was a 
director, executive officer or control person at the time.
(b)	Disclose any declaration of bankruptcy, voluntary assignment in 
bankruptcy, proposal under any bankruptcy or insolvency legislation, 
proceedings, arrangement or compromise with creditors or appointment 
of a receiver, receiver manager or trustee to hold assets, that has been in 
effect during the last 10 years with regard to any
(i)	director, executive officer or control person of the issuer, or 
(ii)	issuer of which a person referred to in (i) above was a director, 
executive officer or control person at that time.
3.4 Loans - Disclose the principal amount of any debenture or loan, the repayment 
terms, security, due date and interest rate due to or from the directors, management, 
promoters and principal holders as at a date not more than 30 days prior to the date of 
the offering memorandum.
Item 4: Capital Structure
4.1 Share Capital - Using the following table, provide the required information about 
outstanding securities of the issuer (including options, warrants and other securities 
convertible into shares).  If necessary, notes to the table may be added to describe the 
material terms of the securities.
Description 
of security
Number 
authorized 
to be 
issued
Price 
per 
security
Number 
outstanding as 
at [a date not 
more than 30 
days prior to 
the offering 
memorandum 
date]
Number 
outstanding 
after min. 
offering
Number 
outstanding 
after max. 
offering












4.2 Long Term Debt - Using the following table, provide the required information 
about outstanding long term debt of the issuer.  Disclose the current portion of the 
long-term debt due within 12 months of the date of the offering memorandum.  If the 
securities being offered are debt securities, add a column to the table disclosing the 
amount of debt that will be outstanding after both the minimum and maximum 
offering. If the debt is owed to a related party, indicate that in a note to the table and 
identify the related party.
Description of long 
term debt 
(including whether 
secured)
Interest rate
Repayment terms
Amount outstanding 
at [a date not more 
than 30 days prior to 
the offering 
memorandum date]



$



$
4.3 Prior Sales - If the issuer has issued any securities of the class being offered 
under the offering memorandum (or convertible or exchangeable into the class being 
offered under the offering memorandum) within the last 12 months, use the following 
table to provide the information specified.  If securities were issued in exchange for 
assets or services, describe in a note to the table the assets or services that were 
provided.
Date of 
issuance
Type of 
security issued
Number 
of 
securities 
issued
Price per security
Total funds 
received










Item 5: Securities Offered
5.1 Terms of Securities- Describe the material terms of the securities being offered, 
including:
(a)	voting rights or restrictions on voting,
(b)	conversion or exercise price and date of expiry,
(c)	rights of redemption or retraction, and
(d)	interest rates or dividend rates.
5.2 Subscription Procedure 
(a)	Describe how a purchaser can subscribe for the securities and the 
method of payment. 
(b)	State that the consideration will be held in trust and the period that it will 
be held (refer at least to the mandatory two day period).  
(c)	Disclose any conditions to closing, e.g., receipt of additional funds from 
other sources.  If there is a minimum offering, disclose when 
consideration will be returned to purchasers if the minimum is not met, 
and whether the issuer will pay the purchasers interest on consideration.
Item 6: Income Tax Consequences and RRSP Eligibility
6.1 State: "You should consult your own professional advisers to obtain advice on the 
income tax consequences that apply to you."
6.2 If income tax consequences are a material aspect of the securities being offered 
(e.g., flow-through shares), provide
(a)	a summary of the significant income tax consequences to Canadian 
residents, and
(b)	the name of the person providing the income tax disclosure in (a). 
6.3 Provide advice regarding the RRSP eligibility of the securities and the name of 
the person providing the advice or state "Not all securities are eligible for investment 
in a registered retirement savings plan (RRSP). You should consult your own 
professional advisers to obtain advice on the RRSP eligibility of these securities."
Item 7: Compensation Paid to Sellers and Finders
If any person has or will receive any compensation (e.g., commission, corporate 
finance fee or finder's fee) in connection with the offering, provide the following 
information to the extent applicable: 
(a)	a description of each type of compensation and the estimated amount to 
be paid for each type,
(b)	if a commission is being paid, the percentage that the commission will 
represent of the gross proceeds of the offering (assuming both the 
minimum and maximum offering),
(c)	details of any broker's warrants or agent's option (including number of 
securities under option, exercise price and expiry date), and
(d)	if any portion of the compensation will be paid in securities, details of 
the securities (including number, type and, if options or warrants, the 
exercise price and expiry date).
Item 8: Risk Factors
Describe in order of importance, starting with the most important, the risk factors 
material to the issuer that a reasonable investor would consider important in deciding 
whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(a)	Investment Risk - risks that are specific to the securities being offered.  
Some examples include
*	arbitrary determination of price,
*	no market or an illiquid market for the securities,
*	resale restrictions, and
*	subordination of debt securities.
(b)	Issuer Risk - risks that are specific to the issuer.  Some examples include
*	insufficient funds to accomplish the issuer's business objectives,
*	no history or a limited history of sales or profits,
*	lack of specific management or technical expertise,
*	management's regulatory and business track record,
*	dependence on key employees, suppliers or agreements,
*	dependence on financial viability of guarantor,
*	pending and outstanding litigation, and
*	political risk factors.
(c)	Industry Risk - risks faced by the issuer because of the industry in which 
it operates.  Some examples include
*	environmental and industry regulation,
*	product obsolescence, and
*	competition.
Item 9: Reporting Obligations
9.1 Disclose the documents, including any financial information required by the 
issuer's corporate legislation, constating documents, or other documents under which 
the issuer is organized, that will be sent to purchasers on an annual or on-going basis.  
If the issuer is not required to send any documents to the purchasers on an annual or 
on-going basis, state in bold type: "We are not required to send you any 
documents on an annual or ongoing basis."
9.2 If corporate or securities information about the issuer is available from a 
government, securities regulatory authority or regulator, SRO or quotation and trade 
reporting system, disclose where that information can be located (including website 
address).
Item 10: Resale Restrictions 
10.1 General Statement - For trades in Alberta, British Columbia, New Brunswick, 
Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince 
Edward Island, Qu‚bec, Saskatchewan and Yukon, state:
"These securities will be subject to a number of resale restrictions, including a 
restriction on trading.  Until the restriction on trading expires, you will not be 
able to trade the securities unless you comply with an exemption from the 
prospectus and registration requirements under securities legislation."
10.2 Restricted Period - For trades in Alberta, British Columbia, New Brunswick, 
Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince 
Edward Island, Qu‚bec, Saskatchewan and Yukon state one of the following, as 
applicable:
(a)	If the issuer is not a reporting issuer in a jurisdiction at the distribution 
date state: 
"Unless permitted under securities legislation, you cannot trade the 
securities before the date that is 4 months and a day after the date [insert 
name of issuer or other term used to refer to the issuer] becomes a 
reporting issuer in any province or territory of Canada."
(b)	If the issuer is a reporting issuer in a jurisdiction at the distribution date 
state: 
"Unless permitted under securities legislation, you cannot trade the 
securities before the date that is 4 months and a day after the distribution 
date."
10.3 Manitoba Resale Restrictions - For trades in Manitoba, if the issuer will not be a 
reporting issuer in a jurisdiction at the time the security is acquired by the purchaser 
state:
"Unless permitted under securities legislation, you must not trade the securities 
without the prior written consent of the regulator in Manitoba unless
(a)	[name of issuer or other term used to refer to issuer] has filed a 
prospectus with the regulator in Manitoba with respect to the securities 
you have purchased and the regulator in Manitoba has issued a receipt 
for that prospectus, or
(b)	you have held the securities for at least 12 months. 
The regulator in Manitoba will consent to your trade if the regulator is of the 
opinion that to do so is not prejudicial to the public interest."  
Item 11: Purchasers' Rights
State the following:
 "If you purchase these securities you will have certain rights, some of which are 
described below.  For information about your rights you should consult a lawyer.
(1) Two Day Cancellation Right - You can cancel your agreement to purchase these 
securities.  To do so, you must send a notice to us by midnight on the 2nd business 
day after you sign the agreement to buy the securities. 
(2) Statutory Rights of Action in the Event of a Misrepresentation  -  [Insert this 
section only if the securities legislation of the jurisdiction in which the trade occurs 
provides purchasers with statutory rights in the event of a misrepresentation in an 
offering memorandum.  Modify the language, if necessary, to conform to the statutory 
rights.]  If there is a misrepresentation in this offering memorandum, you have a 
statutory right to sue: 
(a)	[name of issuer or other term used to refer to issuer] to cancel your 
agreement to buy these securities, or
(b)	for damages against [state the name of issuer or other term used to refer 
to issuer and the title of any other person against whom the rights are 
available].
This statutory right to sue is available to you whether or not you relied on the 
misrepresentation.  However, there are various defences available to the persons or 
companies that you have a right to sue.  In particular, they have a defence if you knew 
of the misrepresentation when you purchased the securities.  
If you intend to rely on the rights described in (a) or (b) above, you must do so within 
strict time limitations.  You must commence your action to cancel the agreement 
within [state time period provided by the securities legislation].  You must commence 
your action for damages within [state time period provided by the securities 
legislation.]
(3) Contractual Rights of Action in the Event of a Misrepresentation - [Insert this 
section only if the securities legislation of the jurisdiction in which the purchaser is 
resident does not provide purchasers with statutory rights in the event of a 
misrepresentation in an offering memorandum.] If there is a misrepresentation in this 
offering memorandum, you have a contractual right to sue [name of issuer or other 
term used to refer to issuer]:
(a)	to cancel your agreement to buy these securities, or  
(b)	for damages.
This contractual right to sue is available to you whether or not you relied on the 
misrepresentation.  However, in an action for damages, the amount you may recover 
will not exceed the price that you paid for your securities and will not include any part 
of the damages that [name of issuer or other term used to refer to issuer] proves does 
not represent the depreciation in value of the securities resulting from the 
misrepresentation. [Name of issuer or other term used to refer to issuer] has a defence 
if it proves that you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (a) or (b) above, you must do so within 
strict time limitations.  You must commence your action to cancel the agreement 
within 180 days after you signed the agreement to purchase the securities. You must 
commence your action for damages within the earlier of 180 days after learning of the 
misrepresentation and 3 years after you signed the agreement to purchase the 
securities."
Item 12 Financial Statements
Include in the offering memorandum immediately before the certificate page of the 
offering memorandum all required financial statements as set out in the Instructions.
Item 13 Date and Certificate
State the following on the certificate page of the offering memorandum:
 "Dated [insert the date the certificate page of the offering memorandum is signed].
This offering memorandum does not contain a misrepresentation."


Instructions for Completing 
Form 45-106F2 
Offering Memorandum for Non-Qualifying Issuers
A.	General Instructions
1.	Draft the offering memorandum so that it is easy to read and understand. Be 
concise and use clear, plain language.  Avoid technical terms.  If technical 
terms are necessary, provide definitions.  
2.	Address the items required by the form in the order set out in the form.  
However, it is not necessary to provide disclosure about an item that does not 
apply.
3.	The issuer may include additional information in the offering memorandum 
other than that specifically required by the form. An offering memorandum is 
generally not required to contain the level of detail and extent of disclosure 
required by a prospectus.  Generally, this description should not exceed 2 
pages.  However, an offering memorandum must provide a prospective 
purchaser with sufficient information to make an informed investment 
decision.
4.	The issuer may wrap the offering memorandum around a prospectus or similar 
document.  However, all matters required to be disclosed by the offering 
memorandum must be addressed and the offering memorandum must provide a 
cross-reference to the page number or heading in the wrapped document where 
the relevant information is contained.  The certificate to the offering 
memorandum must be modified to indicate that the offering memorandum, 
including the document around which it is wrapped, does not contain a 
misrepresentation.
5.	It is an offence to make a misrepresentation in the offering memorandum.  This 
applies both to information that is required by the form and to additional 
information that is provided.  Include particulars of any material facts, which 
have not been disclosed under any of the Item numbers and for which failure to 
disclose would constitute a misrepresentation in the offering memorandum.  
Refer also to section 3.8(3) of Companion Policy 45-106CP for additional 
information.
6.	When the term "related party" is used in this form, it refers to:
(a)	a director, officer, promoter or control person of the issuer, 
(b)	in regard to a person referred to in (a), a child, parent, grandparent or 
sibling, or other relative living in the same residence,
(c)	in regard to a person referred to in (a) or (b), his or her spouse or a 
person with whom he or she is living in a marriage-like relationship, 
(d)	an insider of the issuer,
(e)	a company controlled by one or more individuals referred to in (a) to (d), 
and
(f)	in the case of an insider, promoter or control person that is not an 
individual, any person that controls that insider, promoter or control 
person.
(If the issuer is not a reporting issuer, the reference to "insider" includes 
persons or companies who would be insiders of the issuer if that issuer were a 
reporting issuer.) 
7.	Disclosure is required in item 3.1 of compensation paid directly or indirectly 
by the issuer or a related party to a director, officer, promoter and/or principal 
holder if the issuer receives a direct benefit from such compensation paid.
8.	Refer to National Instrument 43-101 Standards of Disclosure for Mineral 
Projects (NI 43-101) when disclosing scientific or technical information for a 
mineral project of the issuer.
9.	If an oil and gas issuer is disclosing information about its oil and gas activities, 
it must ensure that the information is disclosed in accordance with Part 4 and 
Part 5 of National Instrument 51-101 Standards of Disclosure for Oil and Gas 
Activities (NI 51-101). Under section 5.3 of NI 51-101, disclosure of reserves 
or resources must be consistent with the reserves and resources terminology 
and categories set out in the Canadian Oil and Gas Evaluation Handbook. For 
the purposes of this instruction, references to reporting issuer in Part 4 and Part 
5 of NI 51-101 will be deemed to include all issuers.
10.	Securities legislation restricts what can be told to investors about the issuer's 
intent to list or quote securities on an exchange or market.  Refer to applicable 
securities legislation before making any such statements.
11.	If an issuer uses this form in connection with a distribution under an exemption 
other than section 2.9 (offering memorandum) of National Instrument 45-106 
Prospectus and Registration Exemptions, the issuer must modify the disclosure 
in item 11 to correctly describe the purchaser's rights.  If a purchaser does not 
have statutory or contractual rights of action in the event of a misrepresentation 
in the offering memorandum, that fact must be stated in bold on the face page.
12.	During the course of a distribution of securities, any material forward-looking 
information disseminated must only be that which is set out in the offering 
memorandum. If an extract of FOFI, as defined in National Instrument 51-102 
Continuous Disclosure Obligations (NI 51-102), is disseminated, the extract or 
summary must be reasonably balanced and have a cautionary note in boldface 
stating that the information presented is not complete and that complete FOFI 
is included in the offering memorandum. 
B. 	Financial Statements - General
1.	All financial statements, operating statements for an oil and gas property that is 
an acquired business or a business to be acquired and summarized financial 
information as to the assets, liabilities and results of operations of a business 
relating to an acquisition that is, or will be, an investment accounted for by the 
issuer using the equity method included in the offering memorandum must 
comply with National Instrument 52-107 Acceptable Accounting Principles, 
Auditing Standards and Reporting Currency (NI 52-107), regardless of 
whether the issuer is a reporting issuer or not.  Under NI 52-107, a non-
qualifying issuer that uses Canadian GAAP cannot use differential reporting as 
set out in the Handbook.
2.	Include all financial statements required by these instructions in the offering 
memorandum immediately before the certificate page of the offering 
memorandum.
3.	If the issuer has not completed one financial year or its first financial year end 
is less than 120 days from the date of the offering memorandum, include in the 
offering memorandum financial statements of the issuer consisting of:
(a)	an income statement, a statement of retained earnings and a cash flow 
statement for the period from inception to a date not more than 90 days 
before the date of the offering memorandum,
(b)	a balance sheet as at the end of the period referred to in paragraph (a), 
and
(c)	notes to the financial statements.
4.	If the issuer has completed one or more financial years, include in the offering 
memorandum annual  financial statements of the issuer consisting of:
(a)	an income statement, a statement of retained earnings and a cash flow 
statement for 
(i)	the most recently completed financial year that ended more than 
120 days before the date of the offering memorandum, and
(ii)	the financial year immediately preceding the financial year in 
clause (i), if any,
(b)	a balance sheet as at the end of each of the periods referred to in 
paragraph (a), and
(c)	notes to the financial statements. 
5.	If the issuer has completed one or more financial years, include in the offering 
memorandum interim financial statements of the issuer comprised of:
(a)	an income statement, a statement of retained earnings and a cash flow 
statement for the most recently completed interim period that ended
(i)	more than 60 days before the date of the offering memorandum, 
and 
(ii)	after the year-end date of the financial statements required under 
B.4(a)(i),
(b)	an income statement, a statement of retained earnings and a cash flow 
statement for the corresponding period in the immediately preceding 
financial year, if any,
(c)	a balance sheet as at the end of the periods required by paragraphs (a) 
and (b), and
(d)	notes to the financial statements. 
6.	An issuer is not required to include the comparative financial information for 
the period in B.4.(a)(ii) in an offering memorandum if the issuer includes 
financial statements for a financial year ended less than 120 days before the 
date of the offering memorandum.
7.	For an issuer that is not an investment fund, the term "interim period" has the 
meaning set out in NI 51-102. In most cases, an interim period is a period 
ending nine, six, or three months before the end of a financial year. For an 
issuer that is an investment fund, the term "interim period" has the meaning set 
out in National Instrument 81-106 Investment Fund Continuous Disclosure (NI 
81-106).
8.	The comparative financial information required under B.5(b) and (c) may be 
omitted if not previously prepared. 
9.	The financial statements required by B.3 and the financial statements of the 
most recently completed financial period referred to in B.4 must be audited. 
The financial statements required under B.5, B.6 and the comparative financial 
information required by B.4 may be unaudited; however, if any of those 
financial statements have been audited, the auditor's report must be included in 
the offering memorandum.
10.	Refer to National Instrument 52-108 Auditor Oversight for requirements 
relating to reporting issuers and public accounting firms. 
11.	All unaudited financial statements and unaudited comparatives must be clearly 
labelled as  unaudited.
12.	If the offering memorandum does not contain audited financial statements for 
the issuer's most recently completed financial year, and if the distribution is 
ongoing, update the offering memorandum to include the annual audited 
financial statements and the accompanying auditor's report as soon as the 
issuer has approved the audited financial statements, but in any event no later 
than the 120th day following the financial year end.
13.	The offering memorandum does not have to be updated to include interim 
financial statements for periods completed after the date that is 60 days before 
the date of the offering memorandum unless it is necessary to prevent the 
offering memorandum from containing a misrepresentation.
14.	Forward looking information included in an offering memorandum must 
comply with section 4A.2 of NI 51-102 and must include the disclosure 
described in section 4A.3 of NI 51-102. In addition to the foregoing, FOFI or a 
financial outlook, each as defined in NI 51-102, included in an offering 
memorandum must comply with Part 4B of NI 51-102. For an issuer that is not 
a reporting issuer, references to "reporting issuer" in section 4A.2, section 4A.3 
and Part 4B of NI 51-102 should be read as references to an "issuer". 
Additional guidance may be found in the companion policy to NI 51-102.
15.	If the issuer is a limited partnership, in addition to the financial statements 
required for the issuer, include in the offering memorandum the financial 
statements in accordance with Part B for the general partner and, if the limited 
partnership has active operations, for the limited partnership.
C. 	Financial Statements - Business Acquisitions
1.	If the issuer
(a)	has acquired a business during the past two years and the audited 
financial statements of the issuer included in the offering memorandum 
do not include the results of the acquired business for 9 consecutive 
months, or 
(b)	is proposing to acquire a business and the acquisition has progressed to a 
state where a reasonable person would believe that the likelihood of the 
acquisition being completed is high,
include the financial statements specified in C.4 for the business if either of the 
tests in C.2 is met, irrespective of how the issuer accounts, or will account, for 
the acquisition.
2.	Include the financial statements specified in C.4 for a business referred to in 
C.1 if either:
(a)	the issuer's proportionate share of the consolidated assets of the business 
exceeds 40% of the consolidated assets of the issuer calculated using the 
annual financial statements of each of the issuer and the business for the 
most recently completed financial year of each that ended before the 
date of acquisition or, for a proposed acquisition, the date of the offering 
memorandum, or
(b)	the issuer's consolidated investments in and advances to the business as 
at the date of acquisition or the proposed date of acquisition exceeds 
40% of the consolidated assets of the issuer, excluding any investments 
in or advances to the business, as at the last day of the issuer's most 
recently completed financial year that ended before the date of 
acquisition or the date of the offering memorandum for a proposed 
acquisition.
2.1	In this Instruction C, the term "date of acquisition" means the date of 
acquisition used for accounting purposes.
3.	If an issuer or a business has not yet completed a financial year, or its first 
financial year ended within 120 days of the offering memorandum date, use the 
financial statements referred to in B.3 to make the calculations in C.2. 
4.	If under C.2 you must include in an offering memorandum financial statements 
for a business, the financial statements must include:
(a)	If the business has not completed one financial year or its first financial 
year end is less than 120 days from the date of the offering 
memorandum
(i)	an income statement, a statement of retained earnings and a cash 
flow statement
A)	for the period from inception to a date not more than 90 
days before the date of the offering memorandum, or
B)	if the date of acquisition precedes the ending date of the 
period referred to in (A), for the period from inception 
to the date of acquisition or a date not more than 45 
days before the date of acquisition,
(ii)	a balance sheet dated as at the end of the period referred to in 
clause (i), and 
(iii)	notes to the financial statements.  
(b)	If the business has completed one or more financial years include
(i)	annual financial statements comprised of:
A)	an income statement, a statement of retained earnings 
and a cash flow statement for the following annual 
periods:
i.	the most recently completed financial year that 
ended before the date of acquisition and more 
than 120 days before the date of the offering 
memorandum, and
ii.	the financial year immediately preceding the 
most recently completed financial year specified 
in clause i, if any, 
B)	a balance sheet as at the end of each of the periods 
specified in (A), 
C)	notes to the financial statements, and
(ii)	interim financial statements comprised of:
A)	an income statement, a statement of retained earnings 
and a cash flow statement for either:
i.	the most recently completed year-to-date 
interim period and the three month period 
ending on the last date of the interim period that 
ended before the date of acquisition and more 
than 60 days before the date of the offering 
memorandum and ended after the date of the 
financial statements required under 
C.4(b)(i)(A)i, or
ii.	the period from the first day after the financial 
year referred to in C.4(b)(i) to a date before the 
date of acquisition and after the period end in 
C.4(b)(ii)(A)i, and
B)	an income statement, a statement of retained earnings 
and a cash flow statement for the corresponding period 
in the immediately preceding financial year, if any,
C)	a balance sheet as at the end of the periods required by 
(A) and (B), and
D)	notes to the financial statements.
Refer to Instruction B.7 for the meaning of "interim period".
5.	The information for the most recently completed financial period referred to in  
C.4(b)(i) must be audited and accompanied by an auditor's report. The 
financial statements required under C.4(a), C.4(b)(ii) and the comparative 
financial information required by C.4(b)(i)  may be unaudited; however, if 
those financial statements or comparative financial information have been 
audited, the auditor's report must be included in the offering memorandum. 
6.	If the offering memorandum does not contain audited financial statements for a 
business referred to in C.1 for the business's most recently completed financial 
year that ended before the date of acquisition and the distribution is ongoing, 
update the offering memorandum to include those financial statements 
accompanied by an auditor's report when they are available, but in any event 
no later than the date 120 days following the year-end.
7.	The term "business" should be evaluated in light of the facts and circumstances 
involved.  Generally, a separate entity or a subsidiary or division of an entity is 
a business and, in certain circumstances, a lesser component of an entity may 
also constitute a business, whether or not the subject of the acquisition 
previously prepared financial statements.  The subject of an acquisition should 
be considered a business where there is, or the issuer expects there will be, 
continuity of operations.  The issuer should consider:
(a)	whether the nature of the revenue producing activity or potential revenue 
producing activity will remain generally the same after the acquisition, 
and
(b)	whether any of the physical facilities, employees, marketing systems, 
sales forces, customers, operating rights, production techniques or trade 
names are acquired by the issuer instead of remaining with the vendor 
after the acquisition.
8.	If a transaction or a proposed transaction for which the likelihood of the 
transaction being completed is high has been or will be accounted for as a 
reverse take-over as defined in NI 51-102, include financial statements for the 
legal subsidiary in the offering memorandum in accordance with Part A. The 
legal parent, as that term is defined in the CICA Handbook, is considered to be 
the business acquired. C.1 may also require financial statements of the legal 
parent.
9.	An issuer satisfies the requirements in C.4 if the issuer includes in the offering 
memorandum the financial statements required in a business acquisition report 
under NI 51-102.
D.	Financial Statement - Exemptions
1.	An issuer will satisfy the financial statement requirements of this form if it 
includes the financial statements required by securities legislation for a 
prospectus. 
2.	Notwithstanding the requirements in section 3.2(a) of NI 52-107, an auditor's 
report that accompanies financial statements of an issuer or a business 
contained in an offering memorandum of a non-reporting issuer may contain a 
qualification of opinion relating to inventory if
(a)	the issuer includes in the offering memorandum a balance sheet that is 
for a date that is subsequent to the date to which the qualification relates, 
and
(b)	the balance sheet referred to in paragraph (a) is accompanied by an 
auditor's report that does not contain a qualification of opinion relating 
to closing inventory, and 
(c)	the issuer has not previously filed financial statements for the same 
entity accompanied by an auditor's report for a prior year that contained 
a qualification of opinion relating to inventory.
3.	If an issuer has, or will account for a business referred to in C.1 using the 
equity method, then financial statements for a business required by Part C are 
not required to be included if: 
(a)	the offering memorandum includes disclosure for the periods for which 
financial statements are otherwise required under Part C that:
(i)	summarizes information as to the assets, liabilities and results of 
operations of the business, and
(ii)	describes the issuer's proportionate interest in the business and 
any contingent issuance of securities by the business that might 
significantly affect the issuer's share of earnings;
(b)	the financial information provided under D.3(a) for the most recently 
completed financial year has been audited, or has been derived from 
audited financial statements of the business; and
(c)	the offering memorandum discloses that:
(i)	the financial information provided under D.3(a) for any 
completed financial year has been audited, or identifies the 
audited financial statements from which the financial 
information provided under D.3(a) has been derived; and
(ii)	the audit opinion with respect to the financial information or 
financial statements referred to in D.3(c)(i) was issued without a 
reservation of opinion.
If the financial information included in an offering memorandum 
under D.3(a) has been derived from financial statements of a 
business incorporated or organized in a foreign jurisdiction that 
have been prepared in accordance with foreign GAAP, the 
information must be accompanied by a note that explains and 
quantifies the effect of material differences between Canadian 
GAAP and the foreign GAAP.
4.	Financial statements relating to the acquisition or proposed acquisition of a 
business that is an interest in an oil and gas property are not required to be 
included in an offering memorandum if the acquisition is significant based only 
on the asset test or: 
(a)	the issuer is unable to provide the financial statements in respect of the 
significant acquisition otherwise required because those financial 
statements do not exist or the issuer does not have access to those 
financial statements,
(b)	the acquisition was not or will not be accounted for as a "reverse take-
over" as defined in NI 51-102,
(c)	the business did not or does not constitute a "reportable segment" of the 
seller, as defined in section 1701 of the CICA Handbook, at the time of 
acquisition, and
(d)	the offering memorandum contains alternative disclosure for the 
business which includes:
(i)	an operating statement for each of the financial periods for which 
financial statements would, but for this section, be required 
under C.4, presenting for the business, at a minimum, the 
following line items:
A)	gross revenue,
B)	royalty expenses,
C)	production costs, and
D)	operating income,
The operating statement for the most recently completed financial 
period referred to in C.4(b)(i) must be audited.
(ii)	a description of the property or properties and the interest 
acquired by the issuer,
(iii)	information with respect to the estimated reserves and related 
future net revenue attributable to the business, the material 
assumptions used in preparing the estimates and the identity and 
relationship to the issuer or to the seller of the person who 
prepared the estimates,
(iv)	actual production volumes of the property for the most recently 
completed year, and
(v)	estimated production volumes of the property for the first year 
reflected in the estimate disclosed under D.4(d)(iv).
5.	Financial statements for a business that is an interest in an oil and gas property, 
or for the acquisition or proposed acquisition by an issuer of a property, are not 
required to be audited if during the 12 months preceding the date of acquisition 
or the proposed date of acquisition, the daily average production of the 
property on a barrel of oil equivalent basis (with gas converted to oil in the 
ratio of six thousand cubic feet of gas being the equivalent of one barrel of oil) 
is less than 20 per cent of the total daily average production of the seller for the 
same or similar periods and:
(i)	despite reasonable efforts during the purchase negotiations, the issuer 
was prohibited from including in the purchase agreement the rights to 
obtain an audited operating statement of the property, 
(ii)	the purchase agreement includes representations and warranties by the 
seller that the amounts presented in the operating statement agree to the 
seller's books and records, and
(iii)	the offering memorandum discloses
1.	that the issuer was unable to obtain an audited operating 
statement,
2.	the reasons for that inability,
3.	the fact that the purchase agreement includes the representations 
and warranties referred to in D.5(b)(ii), and
4.	that the results presented in the operating statements may have 
been materially different if the statements had been audited.
FORM 45-106F3 
OFFERING MEMORANDUM FOR QUALIFYING ISSUERS
Date:  [Insert the date from the certificate page.]
The Issuer
Name:
Head office:	Address:
	Phone #:
	E-mail address:
	Fax #:
Where currently listed or quoted? [e.g., TSX/TSX Venture Exchange]
Jurisdictions in which the issuer is a reporting issuer:
The Offering
Securities offered:
Price per security:
Minimum/Maximum offering: [If there is no minimum state in bold: "There is no 
minimum." and also state in bold type: "You may be the only purchaser."]
State in bold type: Funds available under the offering may not be sufficient to 
accomplish our proposed objectives.
Minimum subscription amount: [State the minimum amount each investor must 
invest, or state "There is no minimum subscription amount an investor must invest."]
Payment terms:
Proposed closing date(s):
Income Tax consequences: "There are important tax consequences to these securities.  
See item 6." [If income tax consequences are not material, delete this item.]
Selling agent? [Yes/No. If yes, state "See item 7". The name of the selling agent may 
also be stated.]
Resale restrictions 
State: "You will be restricted from selling your securities for 4 months and a day. See 
item 10".
Purchaser's rights
State: "You have 2 business days to cancel your agreement to purchase these 
securities.  If there is a misrepresentation in this offering memorandum, you have the 
right to sue either for damages or to cancel the agreement.  See item 11."
State in bold type:
	"No securities regulatory authority or regulator has assessed the merits of 
these securities or reviewed this offering memorandum.  Any 
representation to the contrary is an offence.   This is a risky investment.  
See item 8."
[All of the above information must appear on a single cover page.]
Item 1: Use of Available Funds
1.1 Available Funds - Using the following table, disclose the funds available as a 
result of the offering.  If the issuer plans to combine additional sources of funding 
with the available funds from the offering to achieve its principal capital-raising 
purpose, please provide details about each additional source of funding.  If there is no 
minimum offering, state "$0" as the minimum.
Disclose also the amount of any working capital deficiency, if any, of the issuer as at 
a date not more than 30 days prior to the date of the offering memorandum.  If the 
working capital deficiency will not be eliminated by the use of available funds, state 
how the issuer intends to eliminate or manage the deficiency.


Assuming 
min. offering
Assuming 
max. offering
A
Amount to be raised by this offering
$
$
B
Selling commissions and fees
$
$
C
Estimated offering costs (e.g., legal, 
accounting, audit)
$
$
D
Available funds: D = A - (B+C)
$
$
E.
Additional sources of funding required
$
$
F.
Working capital deficiency
$
$
H.
Total: H = (D+E) - F
$
$
1.2 Use of Available Funds - Using the following table, provide a detailed 
breakdown of how the issuer will use the available funds.  If any of the available 
funds will be paid to an insider, associate or affiliate of the issuer, disclose in a note to 
the table the name of the insider, associate or affiliate, the relationship to the issuer, 
and the amount.  If the issuer has a working capital deficiency, disclose the portion, if 
any, of the available funds to be applied against the working capital deficiency. If 
more than 10% of the available funds will be used by the issuer to pay debt and the 
issuer incurred the debt within the two preceding financial years, describe why the 
debt was incurred.
Description of intended use of available 
funds listed in order of priority.
Assuming min. 
offering
Assuming max. 
offering

$
$

$
$
Total: Equal to G in the Funds table 
above
$
$
1.3 Reallocation - The available funds must be used for the purposes disclosed in the 
offering memorandum.  The board of directors can reallocate the proceeds to other 
uses only for sound business reasons.  If the available funds may be reallocated, 
include the following statement:
	"We intend to spend the available funds as stated.  We will reallocate 
funds only for sound business reasons."
1.4 Insufficient Funds - If applicable, disclose that the funds available as a result of 
the offering either may not or will not be sufficient to accomplish all of the issuer's 
proposed objectives and that there is no assurance that alternative financing will be 
available. If alternative financing has been arranged, disclose the amount, source and 
any outstanding conditions that must be satisfied.
Item 2: Information About [name of issuer or other term used to refer to issuer]
2.1 Business Summary - Briefly (in one or two paragraphs) describe the business 
intended to be carried on by the issuer over the next 12 months.  State whether this 
represents a change of business.  The disclosure must provide sufficient information 
to enable a prospective purchaser to make an informed investment decision.  If the 
issuer is a non-resource issuer, describe the products that the issuer is or will be 
developing or producing and the stage of development of each of the products.  If the 
issuer is a resource issuer, state: whether the issuer's principal properties are primarily 
in the exploration or in the development or production stage; what resources the 
issuer is engaged in exploring, developing or producing; and the locations of the 
issuer's principal properties. A resource issuer who discloses information about its oil 
and gas activities must follow General Instruction A-9 of this Form.
2.2 Existing Documents Incorporated by Reference - State:
"Information has been incorporated by reference into this offering 
memorandum from documents listed in the table below, which have been filed 
with securities regulatory authorities or regulators in Canada.  The documents 
incorporated by reference are available for viewing on the SEDAR website at 
www.sedar.com.  In addition, copies of the documents may be obtained on 
request without charge from [insert complete address and telephone and the 
name of a contact person].
	Documents listed in the table and information provided in those documents are 
not incorporated by reference to the extent that their contents are modified or 
superseded by a statement in this offering memorandum or in any other 
subsequently filed document that is also incorporated by reference in this 
offering memorandum."  
Using the following table, list all of the documents incorporated by reference (as 
required by Instruction D.1):

Description of document (In the case of 
material change reports, provide a brief 
description of the nature of the material 
change)
Date of document




2.3 Existing Documents Not Incorporated by Reference - State:
"Other documents available on the SEDAR website (for example, most press 
releases, take-over bid circulars, prospectuses and rights offering circulars) are 
not incorporated by reference into this offering memorandum unless they are 
specifically referenced in the table above. Your rights as described in item 11 
of this offering memorandum apply only in respect of information contained in 
this offering memorandum and documents or information incorporated by 
reference."
2.4 Existing Information Not Incorporated by Reference - Certain specified 
information (as outlined in Instruction D.2) contained in the documents incorporated 
by reference may be, but is not required to be, incorporated by reference into the 
offering memorandum.  If the issuer does not wish to incorporate that information 
into the offering memorandum, the issuer must state that and include a statement in 
the offering memorandum identifying:
(a)		the information that is not being incorporated by reference, and
(b)	the document in which the information is contained.
2.5 Future Documents Not Incorporated by Reference - State:
"Documents filed after the date of this offering memorandum are not deemed 
to be incorporated into this offering memorandum.  However, if you subscribe 
for securities and an event occurs, or there is a change in our business or 
affairs, that makes the certificate to this offering memorandum no longer true, 
we will provide you with an update of this offering memorandum, including a 
newly dated and signed certificate, and will not accept your subscription until 
you have re-signed the agreement to purchase the securities."
Item 3: Interests of Directors, Executive Officers, Promoters and Principal 
Holders
3.1 Using the following table, provide information about each director, executive 
officer, promoter and each person who, directly or indirectly, beneficially owns or 
controls 10% or more of any class of voting securities of the issuer (a "principal 
holder").  If the principal holder is not an individual, state in a note to the table the 
name of any person or company that, directly or indirectly, beneficially owns or 
controls more than 50% of the voting rights of the principal holder.
Name and municipality of principal 
residence
Position(s) with the issuer




3.2 State: "You can obtain further information about directors and executive officers 
from [insert the name and date of the document(s) with the most current information, 
e.g., management information circular, annual information form or material change 
report]."
3.3 State: "Current information regarding the securities held by directors, executive 
officers and principal holders can be obtained from [refer to the SEDI website at 
www.sedi.ca or, if information cannot be obtained from the SEDI website, refer to the 
securities regulatory authority(ies) or regulator(s) from which the information can be 
obtained, including any website(s)].  [Name of issuer or other term used to refer to 
issuer] can not guarantee the accuracy of this information."
3.4 Loans - Disclose the principal amount of any debenture or loan, the repayment 
terms, security, due date and interest rate due to or from the directors, management, 
promoters and principal holders as at a date not more than 30 days prior to the date of 
the offering memorandum.


Item 4: Capital Structure
Using the following table, provide the required information about outstanding 
securities of the issuer (including options, warrants and other securities convertible 
into shares).  If necessary, notes to the table may be added to describe the material 
terms of the securities.
Description 
of security
Number 
authorized 
to be 
issued
Price 
per 
security
Number 
outstanding as 
at 
[a date not 
more than 30 
days prior to 
the offering 
memorandum 
date]
Number 
outstanding 
after min. 
offering
Number 
outstanding 
after max. 
offering












Item 5: Securities Offered
5.1 Terms of Securities - Describe the material terms of the securities being offered, 
including:
(a)	voting rights or restrictions on voting,
(b)	conversion or exercise price and date of expiry,
(c)	rights of redemption or retraction, and
(d)	interest rates or dividend rates.
5.2 Subscription Procedure 
(a)	Describe how a purchaser can subscribe for the securities and the 
method of payment.
(b)	State that the consideration will be held in trust and the period that it will 
be held (refer at least to the mandatory two day period).
(c)	Disclose any conditions to closing e.g., receipt of additional funds from 
other sources.  If there is a minimum offering, disclose when 
consideration will be returned to purchasers if the minimum is not met.
Item 6: Income Tax Consequences and RRSP Eligibility  
6.1 State: "You should consult your own professional advisers to obtain advice on the 
income tax consequences that apply to you".
6.2 If income tax consequences are a material aspect of the securities being offered 
(e.g., flow-through shares), provide
(a)	a summary of the significant income tax consequences to Canadian 
residents, and
(b)	the name of the person or company providing the income tax disclosure 
in (a).
6.3 Provide advice regarding the RRSP eligibility of the securities and the name of 
the person or company providing the advice or state "Not all securities are eligible for 
investment in a registered retirement savings plan (RRSP). You should consult your 
own professional advisers to obtain advice on the RRSP eligibility of these 
securities."
Item 7: Compensation Paid to Sellers and Finders
If any person or company has or will receive any compensation (e.g., commission, 
corporate finance fee or finder's fee) in connection with the offering, provide the 
following information to the extent applicable:
(a)	a description of each type of compensation and the estimated amount to 
be paid for each type,
(b)	if a commission is being paid, the percentage that the commission will 
represent of the gross proceeds of the offering (assuming both the 
minimum and maximum offering),
(c)	details of any broker's warrants or agent's option (including number of 
securities under option, exercise price and expiry date), and
(d)	if any portion of the compensation will be paid in securities, details of 
the securities (including number, type and, if options or warrants, the 
exercise price and expiry date).
Item 8: Risk Factors
Describe in order of importance, starting with the most important, the risk factors 
material to the issuer that a reasonable investor would consider important in deciding 
whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(a)	Investment Risk - risks that are specific to the securities being offered.  
Some examples include
	arbitrary determination of price,
	no market or an illiquid market for the securities,
	resale restrictions, and
	subordination of debt securities.
(b)	Issuer Risk - risks that are specific to the issuer.  Some examples include
	insufficient funds to accomplish the issuer's business objectives,
	no history or a limited history of sales or profits,
	lack of specific management or technical expertise,
	management's regulatory and business track record,
	dependence on key employees, suppliers or agreements,
	dependence on financial viability of guarantor,
	pending and outstanding litigation, and
	political risk factors.
(c)	Industry Risk - risks faced by the issuer because of the industry in which 
it operates.  Some examples include
	environmental and industry regulation,
	product obsolescence, and
	competition.
Item 9: Reporting Obligations
9.1 Disclose the documents that will be sent to purchasers on an annual or on-going 
basis.
9.2 If corporate or securities information about the issuer is available from a 
government, securities regulatory authority or regulator, SRO or quotation and trade 
reporting system, disclose where that information can be located (including website 
address).
Item 10: Resale Restrictions 
For trades in Alberta, British Columbia, New Brunswick, Newfoundland and 
Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, 
Qu‚bec, Saskatchewan and Yukon, state:
"These securities will be subject to a number of resale restrictions, including a 
restriction on trading.  Until the restriction on trading expires, you will not be able to 
trade the securities unless you comply with an exemption from the prospectus and 
registration requirements under securities legislation.
Unless permitted under securities legislation, you cannot trade the securities before 
the date that is 4 months and a day after the distribution date."
Item 11: Purchasers' Rights
State the following:
"If you purchase these securities you will have certain rights, some of which are 
described below.  For information about your rights you should consult a lawyer.
(1)	Two -Day Cancellation Right - You can cancel your agreement to purchase 
these securities.  To do so, you must send a notice to us by midnight on the 2nd 
business day after you sign the agreement to buy the securities.
(2)	Statutory Rights of Action in the Event of a Misrepresentation - [Insert this 
section only if the securities legislation of the jurisdiction in which the trade occurs 
provides purchasers with statutory rights in the event of a misrepresentation in an 
offering memorandum.  Modify the language, if necessary, to conform to the statutory 
rights.] If there is a misrepresentation in this offering memorandum, you have a 
statutory right to sue:
(a)	[name of issuer or other term used to refer to issuer] to cancel your 
agreement to buy these securities, or
(b)	for damages against [state the name of issuer or other term used to refer 
to issuer and the title of any other person or company against whom the 
rights are available].
This statutory right to sue is available to you whether or not you relied on the 
misrepresentation.  However, there are various defences available to the persons or 
companies that you have a right to sue.  In particular, they have a defence if you knew 
of the misrepresentation when you purchased the securities.  
If you intend to rely on the rights described in (a) or (b) above, you must do so within 
strict time limitations.  You must commence your action to cancel the agreement 
within [state time period provided by the securities legislation].  You must commence 
your action for damages within [state time period provided by the securities 
legislation].
(3)	Contractual Rights of Action in the Event of a Misrepresentation - [Insert 
this section only if the securities legislation of the jurisdiction in which the purchaser 
is resident does not provide purchasers with statutory rights in the event of a 
misrepresentation in an offering memorandum.] If there is a misrepresentation in this 
offering memorandum, you have a contractual right to sue [name of issuer or other 
term used to refer to issuer]:
(a)	to cancel your agreement to buy these securities, or
(b)	for damages.
This contractual right to sue is available to you whether or not you relied on the 
misrepresentation.  However, in an action for damages, the amount you may recover 
will not exceed the price that you paid for your securities and will not include any part 
of the damages that [name of issuer or other term used to refer to issuer] proves does 
not represent the depreciation in value of the securities resulting from the 
misrepresentation. [Name of issuer or other term used to refer to issuer] has a defence 
if it proves that you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (a) or (b) above, you must do so within 
strict time limitations.  You must commence your action to cancel the agreement 
within 180 days after you signed the agreement to purchase the securities. You must 
commence your action for damages within the earlier of 180 days after learning of the 
misrepresentation and 3 years after you signed the agreement to purchase the 
securities."
Item 12: Date and Certificate
State the following on the certificate page of the offering memorandum:
"Dated [insert the date the certificate page of the offering memorandum is signed].  
This offering memorandum does not contain a misrepresentation."
Instructions for Completing 
Form 45-106F3 
Offering Memorandum for Qualifying Issuers
A.	General Instructions
1.	Only a "qualifying issuer" may use this form.
2.	An issuer using this form to draft an offering memorandum must incorporate 
by reference certain parts of its existing continuous disclosure base.  An issuer 
that does not want to do this must use Form 45-106F2 Offering Memorandum 
for Non-Qualifying Issuers.
3.	Draft the offering memorandum so that it is easy to read and understand. Be 
concise and use clear, plain language.  Avoid technical terms.  If technical 
terms are necessary, provide definitions.
4.	Address the items required by the form in the order set out in the form.  
However, it is not necessary to provide disclosure about an item that does not 
apply.
5.	The issuer may include additional information in the offering memorandum 
other than that specifically required by the form. The offering memorandum is 
generally not required to contain the level of detail and extent of disclosure 
required by a prospectus.  However, an offering memorandum must provide a 
prospective purchaser with sufficient information to make an informed 
investment decision.
6.	The issuer may wrap the offering memorandum around a prospectus or similar 
document.  However, all matters required to be disclosed by the offering 
memorandum must be addressed and the offering memorandum must provide a 
cross-reference to the page number or heading in the wrapped document where 
the relevant information is contained.  The certificate to the offering 
memorandum must be modified to indicate that the offering memorandum, 
including the document around which it is wrapped, does not contain a 
misrepresentation.
7.	It is an offence to make a misrepresentation in the offering memorandum.  This 
applies both to information that is required by the form and to additional 
information that is provided.  Include particulars of any material facts, which 
have not been disclosed under any of the Item numbers and for which failure to 
disclose would constitute a misrepresentation in the offering memorandum.  
Refer also to section 3.8(3) of Companion Policy 45-106CP for additional 
information.
8.	Refer to National Instrument 43-101 Standards of Disclosure for Mineral 
Projects (NI 43-101) when disclosing scientific or technical information for a 
mineral project of the issuer.
9.	If an oil and gas issuer is disclosing information about its oil and gas activities, 
it must ensure that the information is disclosed in accordance with Part 4 and 
Part 5 of National Instrument 51-101 Standards of Disclosure for Oil and Gas 
Activities (NI 51-101). Under section 5.3 of NI 51-101, disclosure of reserves 
or resources must be consistent with the reserves and resources terminology 
and categories set out in the Canadian Oil and Gas Evaluation Handbook. For 
the purposes of this instruction, references to reporting issuer in Part 4 and Part 
5 of NI 51-101 will be deemed to include all issuers.
10.	Securities legislation restricts what can be told to investors about the issuer's 
intent to list or quote securities on an exchange or market.  Refer to applicable 
securities legislation before making any such statements.
11.	If an issuer uses this form in connection with a distribution under an exemption 
other than section 2.9 (offering memorandum) of National Instrument 45-106 
Prospectus and Registration Exemptions, the issuer must modify the disclosure 
in item 12 to correctly describe the purchaser's rights.  If a purchaser does not 
have statutory or contractual rights of action in the event of a misrepresentation 
in the offering memorandum, that fact must be stated in bold on the face page.
12.	During the course of a distribution of securities, any material forward-looking 
information disseminated must only be that which is set out in the offering 
memorandum. If an extract of FOFI, as defined in NI 51-102 Continuous 
Disclosure Obligations (NI 51-102), is disseminated, the extract or summary 
must be reasonably balanced and have a cautionary note in boldface stating that 
the information presented is not complete and that complete FOFI is included 
in the offering memorandum.
B.	Financial Statements
1.	All financial statements incorporated by reference into the offering 
memorandum must comply with NI 51-102 and National Instrument 52-107 
Acceptable Accounting Principles, Auditing Standards and Reporting 
Currency.
2.	Forward-looking information included in an offering memorandum must 
comply with section 4A.2 of NI 51-102 and must include the disclosure 
described in section 4A.3 of NI 51-102. In addition to the foregoing, FOFI or a 
financial outlook, each as defined in NI 51-102, included in an offering 
memorandum must comply with Part 4B of NI 51-102. Additional guidance 
may be found in the companion policy to NI 51-102.
C.	Required Updates to the Offering Memorandum
1.	If the offering memorandum does not incorporate by reference the issuer's AIF, 
and audited financial statements for its most recently completed financial year, 
update the offering memorandum for any financial statements that are required 
to be filed prior to the distribution to incorporate by reference the documents as 
soon as the documents are filed on SEDAR.
2.	Except for documents referred to in C.1, the offering memorandum does not 
have to be updated to incorporate by reference interim financial statements or 
other documents referred to in D.1 unless it is necessary to do so to prevent the 
offering memorandum from containing a misrepresentation.
D.	Information about the Issuer
1.	Existing Documents Incorporated by Reference - In addition to any other 
document that an issuer may choose to incorporate by reference, the issuer 
must incorporate the following documents:
(a)	the issuer's AIF for the issuer's most recently completed financial year 
for which annual financial statements are either required to be filed or 
have been filed,
(b)	material change reports, except confidential material change reports, 
filed since the end of the financial year in respect of which the issuer's 
AIF is filed, 
(c)	the interim financial statements for the issuer's most recently completed 
interim period for which the issuer prepares interim financial statements 
that are required to be filed or have been filed and which ends after the 
most recently completed financial year referred to in (d), 
(d)	the comparative financial statements, together with the accompanying 
auditor's report, for the issuer's most recently completed financial year 
for which annual financial statements are required to be filed or have 
been filed, 
(e)	if, before the offering memorandum is filed, financial information about 
the issuer for a financial period more recent than the period for which 
financial statements are required under D.1(c) and (d) is publicly 
disseminated by, or on behalf of, the issuer through news release or 
otherwise, the content of the news release or public communication, 
(f)	management's discussion and analysis (MD&A) as required under NI 
51-102 for the period specified in D.1(c) and D.1(d),
(g)	each business acquisition report required to be filed under NI 51-102 for 
acquisitions completed since the beginning of the financial year in 
respect of which the issuer's AIF is filed, unless the issuer incorporated 
the business acquisition report by reference into its AIF for its most 
recently completed financial year for which annual financial statements 
are either required to be filed or have been filed, or incorporated at least 
9 months of the acquired business or related businesses operations into 
the issuer's most recent audited financial statements,
(h)	any information circular filed by the issuer since the beginning of the 
financial year in respect of which the issuer's most recent AIF is filed, 
other than an information circular prepared in connection with an annual 
general meeting if the issuer has filed and incorporated by reference an 
information circular for a subsequent annual general meeting,
(i)	if the issuer has oil and gas activities, as defined in National Instrument 
51-101 Standards of Disclosure for Oil and Gas Activities, the most 
recent Form 51-101F1, Form 51-101F2 and Form 51-101F3, filed by an 
SEC issuer, unless 
(i)	the issuer's current AIF is in the form of Form 51-102F2;or
(ii)	the issuer is otherwise exempted from the requirements of NI 51-
101, 
(j)	any other disclosure document which the issuer has filed pursuant to an 
undertaking to a provincial and territorial securities regulatory authority 
or regulator since the beginning of the financial year in respect of which 
the issuer's most recent AIF is filed, and
(k)	any other disclosure document of the type listed above that the issuer has 
filed pursuant to an exemption from any requirement under securities 
legislation since the beginning of the financial year in respect of which 
the issuer's most recent AIF is filed.
2.	Mineral Property - If a material part of the funds available as a result of the 
distribution is to be expended on a particular mineral property and if the 
issuer's most recent AIF does not contain the disclosure required under section 
5.4 of Form 51-102F2 for the property or that disclosure is inadequate or 
incorrect due to changes, disclose the information required under section 5.4 of 
Form 51-102F2.
An issuer may incorporate any additional document provided that the document is 
available for viewing on the SEDAR website and that, on request by a purchaser, the 
issuer provides a copy of the document to the purchaser, without charge.
FORM 45-106F4 
RISK ACKNOWLEDGEMENT
	FORM 45-106F4
Risk Acknowledgement
*	I acknowledge that this is a risky investment.
*	I am investing entirely at my own risk.
*	No securities regulatory authority or regulator has evaluated or 
endorsed the merits of these securities or the disclosure in the 
offering memorandum.
*	The person selling me these securities is not registered with a 
securities regulatory authority or regulator and has no duty to tell 
me whether this investment is suitable for me. [Instruction: 
Delete if sold by registrant]
*	I will not be able to sell these securities except in very limited 
circumstances.  I may never be able to sell these securities. 
[Instruction: Delete if issuer is reporting]
*	The securities are redeemable, but I may only be able to redeem 
them in limited circumstances. [Instruction: Delete if securities 
are not redeemable]
*	I will not be able to sell these securities for 4 months. 
[Instruction: Delete if issuer is not reporting or if the purchaser 
is a Manitoba resident]
*	I could lose all the money I invest.
I am investing $____________ [total consideration] in total; this 
includes any amount I am obliged to pay in future. _______________ 
[name of issuer] will pay $_____________ [amount of fee or 
commission ] of this to __________________ [name of person selling 
the securities] as a fee or commission.
I acknowledge that this is a risky investment and that I could lose all 
the money I invest.
			
Date		Signature of Purchaser
			
		Print name of Purchaser
Sign 2 copies of this document.  Keep one copy for your records.




You have 2 business days to cancel your purchase [Instruction:  The issuer must 
complete this section before giving the form to the purchaser.]
To do so, send a notice to [name of issuer] stating that you want to cancel your 
purchase.  You must send the notice before midnight on the 2nd business day after you 
sign the agreement to purchase the securities.  You can send the notice by fax or 
email or deliver it in person to [name of issuer] at its business address.  Keep a copy 
of the notice for your records.
Issuer Name and Address:
Fax:	E-mail:
You are buying Exempt Market Securities
They are called exempt market securities because two parts of securities law do not 
apply to them. If an issuer wants to sell exempt market securities to you:
*	the issuer does not have to give you a prospectus (a document that describes 
the investment in detail and gives you some legal protections), and
*	the securities do not have to be sold by an investment dealer registered with a 
securities regulatory authority or regulator.
There are restrictions on your ability to resell exempt market securities.  Exempt 
market securities are more risky than other securities.
You will receive an offering memorandum Read the offering memorandum 
carefully because it has important information about the issuer and its securities. Keep 
the offering memorandum because you have rights based on it. Talk to a lawyer for 
details about these rights.
You will not receive advice  [Instruction:  Delete if sold by registrant]
You will not get professional advice about whether the investment is suitable for you. 
But you can still seek that advice from a registered adviser or registered dealer.  In 
Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Qu‚bec, 
Saskatchewan and Yukon to qualify as an eligible investor, you may be required to 
obtain that advice.  
The securities you are buying are not listed [Instruction:  Delete if securities are 
listed or quoted]
The securities you are buying are not listed on any stock exchange, and they may 
never be listed. You may never be able to sell these securities.
The issuer of your securities is a non-reporting issuer  [Instruction: Delete if 
issuer is reporting]
A non-reporting issuer does not have to publish financial information or notify the 
public of changes in its business. You may not receive ongoing information about this 
issuer.
For more information on the exempt market, call your local securities regulatory 
authority or regulator.  [Instruction: Insert the name, telephone number and website 
address of the securities regulatory authority or regulator in the jurisdiction in which 
you are selling these securities.]
 [Instruction:  The purchaser must sign 2 copies of this form.  The purchaser and 
the issuer must each receive a signed copy.]


FORM 45-106F5 
RISK ACKNOWLEDGEMENT SASKATCHEWAN CLOSE PERSONAL 
FRIENDS AND CLOSE BUSINESS ASSOCIATES
	FORM 45-106F5
Risk Acknowledgement 
Saskatchewan Close Personal Friends and Close Business Associates
I acknowledge that this is a risky investment.
*	I am investing entirely at my own risk.
*	No securities regulatory authority or regulator has evaluated or endorsed 
the merits of these securities.
*	The person selling me these securities is not registered with a securities 
regulatory authority or regulator and has no duty to tell me whether this 
investment is suitable for me. [Instruction: Delete if sold by registrant]
*	I will not be able to sell these securities except in very limited 
circumstances.  I may never be able to sell these securities. [Instruction: 
Delete if issuer is reporting]
*	The securities are redeemable, but I may only be able to redeem them in 
limited circumstances. [Instruction: Delete if securities are not 
redeemable]
*	I will not be able to sell these securities for 4 months. [Instruction: Delete 
if issuer is not reporting]
*	I could lose all the money I invest.
*	I do not have a 2-day right to cancel my purchase of these securities or 
the statutory rights of action for misrepresentation I would have if I were 
purchasing the securities under a prospectus.  I do have a 2-day right to 
cancel my purchase of these securities if I receive an amended offering 
document.
I am investing $____________ [total consideration] in total; this includes any 
amount I am obliged to pay in future.
I am a close personal friend or close business associate of ____________ [state 
name], who is a ____________ [state title - founder, director, executive officer 
or control person] of ____________ [state name of issuer or its affiliate - if an 
affiliate state "an affiliate of the issuer" and give the issuer's name]. 
I acknowledge that I am purchasing based on my close relationship with 
____________ [state name of founder, director, executive officer or control 
person] whom I know well enough and for a sufficient period of time to be able 
to assess her/his capabilities and trustworthiness.
I acknowledge that this is a risky investment and that I could lose all the 
money I invest.
			
Date		Signature of Purchaser
			
		Print name of Purchaser
Sign 2 copies of this document.  Keep one copy for your records.


You are buying Exempt Market Securities 
They are called exempt market securities because two parts of securities law do not 
apply to them. If an issuer wants to sell exempt market securities to you:
*	the issuer does not have to give you a prospectus (a document that describes 
the investment in detail and gives you some legal protections), and
*	the securities do not have to be sold by an investment dealer registered with 
a securities regulatory authority or regulator.
There are restrictions on your ability to resell exempt market securities.  Exempt 
market securities are more risky than other securities.
You may not receive any written information about the issuer or its business 
If you have any questions about the issuer or its business, ask for written clarification 
before you purchase the securities.  You should consult your own professional 
advisers before investing in the securities.
You will not receive advice  [Instruction:  Delete if sold by registrant] 
Unless you consult your own professional advisers, you will not get professional 
advice about whether the investment is suitable for you. 
The issuer of your securities is a non-reporting issuer  [Instruction: Delete if 
issuer is reporting] 
A non-reporting issuer does not have to publish financial information or notify the 
public of changes in its business. You may not receive ongoing information about this 
issuer.  You can only sell the securities of a non-reporting issuer in very limited 
circumstances.  You may never be able to sell these securities.
The securities you are buying are not listed [Instruction:  Delete if securities are 
listed or quoted] 
The securities you are buying are not listed on any stock exchange, and they may 
never be listed. There may be no market for these securities.  You may never be able 
to sell these securities.
For more information on the exempt market, refer to the Saskatchewan Financial 
Services Commission's website at http://www.sfsc.gov.sk.ca.
 [Instruction:  The purchaser must sign 2 copies of this form.  The purchaser and the 
issuer must each receive a signed copy.]


AMENDMENTS TO 
THE ALBERTA SECURITIES COMMISSION RULES (GENERAL)
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENT INSTRUMENT
1.	The Alberta Securities Commission Rules (General) are amended by this 
Instrument.
2.	Section 123 is repealed.
3.	Section 127.01 is repealed.
4.	Section 127.02 is repealed.
5.	Section 127.1(1) is amended
(a)	by striking out "section 127.01 of these Rules or", and
(b)	by striking out "sections 2.9 (10) to (13)" wherever it appears and 
substituting "sections 2.9(8) to (14)".
6.	Section 127.2 is amended by repealing clause (a).
7.	Section 129.1 is repealed.
8.	This Instrument comes into force on September 28, 2009.
AMENDMENTS TO NATIONAL INSTRUMENT 45-102 RESALE OF 
SECURITIES
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 45-102 Resale of Securities is amended by this 
Instrument.
2.	Section 2.1 is amended by striking out "and Yukon".
3.	Section 2.2 is amended by striking out ", Nova Scotia and Ontario" and 
substituting "and Ontario".
4.	Section 2.5 is amended by 
a.	repealing item 3 of subsection (2) and substituting the following:
3.	If the distribution date is on or after March 30, 2004, or, in 
Qu‚bec, on or after September 14, 2005, and either of the 
following apply:
(i)	if the issuer was a reporting issuer on the distribution 
date, the certificate representing the security, if any, 
carries a legend stating:
Unless permitted under securities legislation, the 
holder of this security must not trade the security 
before [insert the date that is 4 months and a day after 
the distribution date]";
(ii)	if the issuer was not a reporting issuer on the 
distribution date, the certificate representing the 
security, if any, carries a legend stating:
Unless permitted under securities legislation, the 
holder of this security must not trade the security 
before the date that is 4 months and a day after the later 
of (i) [insert the distribution date], and (ii) the date the 
issuer became a reporting issuer in any province or 
territory.
b.	adding the following item:
3.1	If the security is entered into a direct registration or other 
electronic book-entry system, or if the purchaser did not directly 
receive a certificate representing the security, the purchaser 
received written notice containing the legend restriction notation 
set out in subparagraphs (i) or (ii) of item 3.
c.	repealing subsection (3) and substituting the following:
(3)	Items 3 and 3.1 of subsection (2) do not apply to a trade of an 
underlying security if the underlying security is issued at least 
four months after the later of
(a)	the distribution date, and
(b)	the date the issuer became a reporting issuer in any 
jurisdiction of Canada.  
5.	Section 2.8 is amended by
a.	repealing subsection (3) and substituting the following:
(3)	The selling security holder, or the lender, pledgee, mortgagee or 
other encumbrancer if the distribution is for the purpose of 
liquidating a debt, under subsection (2) must
(a)	complete and sign a Form 45-102F1 no earlier than one 
business day before the Form 45-102F1 is filed; 
(b)	file the completed and signed Form 45-102F1 on SEDAR 
at least seven days before the first trade of the securities 
that is part of the distribution; and 
(c)	file, within three days after the completion of any trade, 
an insider report prepared in accordance with either Form 
55-102F2 or Form 55-102F6 under National Instrument 
55-102 System for Electronic Disclosure by Insiders 
(SEDI).
b.	repealing subsection (4) and substituting the following:
(4)	A Form 45-102F1 filed under subsection (3) expires on the 
earlier of
(a)	thirty days after the date the Form 45-102F1 was filed, 
and 
(b)	the date the selling security holder, or the lender, pledgee, 
mortgagee or other encumbrancer, files the last of the 
insider reports reflecting the sale of all securities referred 
to in the Form 45-102F1. 
c.	adding the following subsection:
(5)	A selling security holder, or the lender, pledgee, mortgagee or 
other encumbrancer must not file a new Form 45-102F1 in 
respect of a class of securities of a reporting issuer until the Form 
45-102F1 in respect of that class of securities previously filed by 
that person or company has expired.
6.	Section 2.9(1) is amended by striking out "continuation" wherever it occurs 
and substituting "reorganization".
7.	Appendix A is amended by striking out "Definition of "control person" and 
paragraph (iii) of the definition of "distribution" contained in subsection 1(1) 
of Blanket Order No. 1 of the Registrar of Securities." and substituting 
"Definition of "control person" in subsection 1(1) and paragraph (c) of the 
definition of "distribution" contained in subsection 1(1) of the Securities Act 
(Northwest Territories)".
8.	Appendix A is amended by adding the following below Saskatchewan:
Yukon			Definition of "control person" in subsection 1(1) and paragraph (c) of 
the definition of "distribution" contained in subsection 1(1) of the 
Securities Act (Yukon)
9.	Appendix B is amended by adding "New Brunswick" below Manitoba.
10.	Appendix C is amended by 
a.	striking out "Subsections 72(4), 72(5), 72(6) as it relates to clause 
72(1)(r), and 72(7) of the Securities Act (Ontario)" and substituting 
"Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 
72(7) of the Securities Act (Ontario), in each case prior to section 11 of 
Schedule 26 of the Budget Measures Act, 2009 being proclaimed in 
force" and
b.	striking out "Nova Scotia" and "Subsections 77(5), 77(6), 77(7), 
77(7A), 77(7B), 77(8), 77(9), 77(10)(a) and 77(11) of the Securities Act 
(Nova Scotia)".
11.	Appendix D is amended by striking out the text before the heading 
"Transitional Provisions" and substituting the following:
Except in Manitoba, the following exemptions from the prospectus requirement in 
NI 45-106:
?	section 2.3	[Accredited investor] ;
?	section 2.5	[Family, friends and business associates] (except in Ontario);
?	section 2.7	[Founder, control person and family] (Ontario);
?	section 2.8	[Affiliates];
?	section 2.9	[Offering memorandum] (in Alberta, British Columbia, 
Manitoba, New Brunswick, Newfoundland and Labrador, Northwest 
Territories, Nova Scotia, Nunavut, Prince Edward Island, Qu‚bec, 
Saskatchewan and Yukon);
?	section 2.10	[Minimum amount investment];
?	section 2.12	[Asset acquisition];
?	section 2.13	[Petroleum, natural gas and mining properties];
?	section 2.14	[Securities for debt];
?	section 2.19	[Additional investment in investment funds];
?	section 2.30	[Isolated distribution by issuer] ;
?	section 2.31	[Dividends and distributions], if the security was acquired in the 
circumstances referred to in subsection 2.31(2) and that security was initially 
acquired by the issuer under 
(a)	one of the exemptions listed in this Appendix,
(b)	an exemption from the prospectus requirement that specifies that 
the first trade is subject to section 2.5 of this Instrument, or
(c)	an exemption from the prospectus requirement that specified 
prior to September 14, 2005 that the first trade was subject to 
section 2.5 of MI 45-102;
?	section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 
was initially acquired by an individual or an associate of the individual or a 
RRSP, RRIF, or TFSA established for or by that individual or under which that 
individual is a beneficiary under 
(a)	one of the exemptions listed in this Appendix, 
(b)	an exemption from the prospectus requirement that specifies that 
the first trade is subject to section 2.5 of this Instrument, or
(c)	an exemption from the prospectus requirement that specified 
prior to September 14, 2005 that the first trade was subject to 
section 2.5 of MI 45-102; 
?	section 2.42 [Conversion, exchange or exercise], if the security acquired in the 
circumstances referred to in paragraph 2.42(1)(a) was acquired in accordance 
with the terms and conditions of a previously issued security and that 
previously issued security was distributed under 
(a)	one of the exemptions listed in this Appendix,
(b)	an exemption from the prospectus requirement that specifies that 
the first trade is subject to section 2.5 of this Instrument, or
(c)	an exemption from the prospectus requirement that specified 
prior to September 14, 2005 that the first trade was subject to 
section 2.5 of MI 45-102; 
?	section 5.2 [TSX Venture exchange offering], if the security acquired under 
section 5.2 was acquired by
(a) 	a purchaser that, at the time the security was acquired, was an 
insider or promoter of the issuer of the security, the issuer's 
underwriter, or a member of the underwriter's "professional 
group" (as defined in National Instrument 33-105 Underwriting 
Conflicts), or
(b) 	any other purchaser in excess of $40,000 for the portion of the 
securities in excess of 40,000;
as well as the following local exemptions from the prospectus requirement:
?	section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to 
Purchasers Outside Alberta;
?	clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities 
Act (Nova Scotia);
?	an exemption from the prospectus requirement in a jurisdiction of Canada that 
specifies that the first trade is subject to section 2.5 of NI 45-102.
12.	Appendix D is amended by striking out the heading "Transitional Provisions" 
and substituting "Transitional and Other Provisions".
13.	Appendix D is amended by striking out the text after the heading "Ontario 
Provisions" and substituting the following:
Definitions 
In this Appendix 
"1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on December 22, 1998;
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on January 12, 2004;
"2005 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Ontario Prospectus and Registration Exemptions that came into force on September 
14, 2005;
"2009 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Ontario Prospectus and Registration Exemptions that came into force on the later of 
(a) September 28, 2009 and (b) the day on which sections 5 and 11, subsection 12(1) 
and section 13 of Schedule 26 of the Budget Measures Act, 2009 were proclaimed in 
force;
"convertible security" means, in Ontario, a security of an issuer that is convertible 
into, or carries the right of the holder to purchase, or of the issuer to cause the 
purchase of, a security of the same issuer;
"exchangeable security" means, in Ontario, a security of an issuer that is 
exchangeable for, or carries the right of the holder to purchase, or the right of the 
issuer to cause the purchase of, a security of another issuer;
"exchange issuer" means, in Ontario, an issuer that distributes securities of a 
reporting issuer held by it in accordance with the terms of an exchangeable security of 
its own issue;
"multiple convertible security" means, in Ontario, a security of an issuer that is 
convertible into or exchangeable for, or carries the right of the holder to purchase, or 
of the issuer or exchange issuer to cause the purchase of, a convertible security, an 
exchangeable security or another multiple convertible security;
"OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or 
Interest Reinvestment and Stock Dividend Plans;
"Type 1 trade" means, in Ontario, a distribution in a security under an exemption 
from the prospectus requirement in:
(a)	clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act 
(Ontario), in each case prior to section 11 of Schedule 26 of the Budget 
Measures Act, 2009 being proclaimed in force;
(b)	section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; 
(c)	section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or
(d)	section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and
"underlying security" means, in Ontario, a security issued or transferred, or to be 
issued or transferred, in accordance with the terms of a convertible security, an 
exchangeable security or a multiple convertible security.
(a) Securities Act (Ontario) 
Clauses 72(1)(a), (b), (c), (d), (l), (m), (p) and (q) of the Securities Act (Ontario) and 
subclause 72(1)(f)(iii) of the Securities Act (Ontario) if the right to purchase, convert 
or exchange was previously acquired under one of the above-listed exemptions under 
the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the 
Budget Measures Act, 2009 being proclaimed in force, or an exemption from the 
prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 
45-102
(b) 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501 
Section 2.1 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501;
Section 2.2 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501.
(c) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 
Section 2.3 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; 
Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 
2.5 of MI 45-102 would have been applicable to a first trade in that security by the 
person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-
501 or the 2004 OSC Rule 45-501;
Section 2.12 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; 
Section 2.13 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; 
Section 2.14 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
Section 2.16 of the 2004 OSC Rule 45-501. 
(d) 1998 OSC Rule 45-501 
Section 2.4 of the 1998 OSC Rule 45-501
Section 2.5 of the 1998 OSC Rule 45-501
Section 2.11 of the 1998 OSC Rule 45-501
(e) Other 
Any provision under which an underlying security was distributed on conversion or 
exchange of a multiple convertible security, convertible security or exchangeable 
security acquired in a Type 1 trade or in a trade under section 2.4, 2.5 or 2.11 of the 
1998 OSC Rule 45-501.


14. Appendix D is amended by adding the following at the end of the Appendix:
4.	New Brunswick Provisions
In this Appendix 
"2004 NB LR 45-501" means the New Brunswick Securities Commission Local Rule 
45-501 that came into force on September 29, 2004;
A.	Subsections 2.3(3), 2.5(2), 2.6(7), 2.7(2), 2.8(2), 2.10(2), 2.11(2), 
2.12(2) and 2.17(2) of 2004 NB LR 45-501
B.	Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired 
under section 2.4 was initially acquired by an individual or an associate 
of the individual or an RRSP or RRIF established for or by that 
individual or under which that individual is a beneficiary under 
(a)	one of the exemptions in NB LR 45-501 listed in 
paragraph A, or 
(b)	an exemption from the prospectus requirement that 
specifies that the first trade is subject to section 2.5 of 
Multilateral Instrument 45-102 Resale of Securities) 
C.	Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) 
was acquired in accordance with the terms and conditions of a 
previously issued security under 
(a)	one of the exemptions in 2005 NB LR 45-501 listed in 
paragraph A, or 
(b)	an exemption from the prospectus requirement that 
specifies that the first trade is subject to section 2.5 of 
Multilateral Instrument, 45-102 Resale of Securities) 
D.	Section 5.2 of 2004 NB LR 45-501
15.	Appendix E is amended by striking out the text before the heading 
"Transitional Provisions" and substituting the following:
Except in Manitoba, the following exemptions from the prospectus requirement in 
NI 45-106:
?	section 2.1	[Rights offering];
?	section 2.2	[Reinvestment plan];
?	section 2.4	[Private issuer];
?	section 2.11	[Business combination and reorganization];
?	section 2.16	[Take-over bid and issuer bid];
?	section 2.17	[Offer to acquire to security holder outside local 
jurisdiction];
?	section 2.18	[Investment fund reinvestment];
?	section 2.20	[Private investment club];
?	section 2.21	[Private investment fund - loan and trust pools];
?	section 2.24	[Employee, executive officer, director and consultant];
?	section 2.26	[Distributions among current or former employees, 
executive officers, directors or consultants of non-reporting issuer];
?	section 2.27	[Permitted transferees];
?	section 2.31	[Dividends and distributions], if the security was 
acquired in the circumstances referred to in subsection 2.31(2), that 
security was initially acquired by the issuer under 
(a)	one of the exemptions listed in this Appendix, 
(b)	an exemption from the prospectus requirement that 
specifies that the first trade is subject to section 2.6 of 
this Instrument, or
(c)	an exemption from the prospectus requirement that 
specified prior to September 14, 2005 that the first 
trade was subject to section 2.6 of MI 45-102;
?	section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 
2.40 was initially acquired by an individual or an associate of the 
individual or a RRSP, RRIF, or TFSA established for or by that 
individual or under which that individual is a beneficiary under 
(a)	one of the exemptions listed in this Appendix, 
(b)	an exemption from the prospectus requirement that 
specifies that the first trade is subject to section 2.6 of 
this Instrument, or 
(c)	an exemption from the prospectus requirement that 
specified prior to September 14, 2005 that the first 
trade was subject to section 2.6 of MI 45-102;
?	section 2.42 [Conversion, exchange or exercise - security of own issue], 
if the security acquired in the circumstances referred to in paragraph 
2.42 (1)(a) was acquired in accordance with the terms and conditions of 
a previously issued security and that previously issued security was 
distributed under 
(a)	one of the exemptions listed in this Appendix, 
(b)	an exemption from the prospectus requirement that 
specifies that the first trade is subject to section 2.6 of 
this Instrument, or
(c)	an exemption from the prospectus requirement that 
specified prior to September 14, 2005 that the first 
trade was subject to section 2.6 of MI 45-102;
?	section 2.42 [Conversion, exchange or exercise - security of a reporting 
issuer] for a security being traded in the circumstances referred to in 
clause (b) of subsection 2.42 (1);
as well as the following local exemptions from the prospectus requirement:
?	Alberta Securities Commission Rule 45-502 Trade with RESP, if not 
included in Appendix D;
?	Nova Scotia Securities Commission Blanket Order No. 46;
?	Prince Edward Island Local Rule 45-510 - Exempt Distributions - 
Exemptions for Trades Pursuant to Take-over Bids and Issuer Bids;
?	an exemption from the prospectus requirement in a jurisdiction of 
Canada that specifies that the first trade is subject to section 2.6 of NI 
45-102.
16.	Appendix E is amended by striking out the heading "Transitional Provisions" 
and substituting "Transitional and Other Provisions".
17.	Appendix E is amended by striking out the text after the heading "Ontario 
Provisions" and substituting the following:
Definitions 
In this Appendix 
"1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on December 22, 1998;
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 
Exempt Distributions that came into force on January 12, 2004;
"convertible security" means, in Ontario, a security of an issuer that is convertible 
into, or carries the right of the holder to purchase, or of the issuer to cause the 
purchase of, a security of the same issuer;
"exchangeable security" means, in Ontario, a security of an issuer that is 
exchangeable for, or carries the right of the holder to purchase, or the right of the 
issuer to cause the purchase of, a security of another issuer;
"exchange issuer" means, in Ontario, an issuer that distributes securities of a 
reporting issuer held by it in accordance with the terms of an exchangeable security of 
its own issue;
"multiple convertible security" means, in Ontario, a security of an issuer that is 
convertible into or exchangeable for, or carries the right of the holder to purchase, or 
of the issuer or exchange issuer to cause the purchase of, a convertible security, an 
exchangeable security or another multiple convertible security;
"OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or 
Interest Reinvestment and Stock Dividend Plans;
"OSC Rule 45-503" means Ontario Securities Commission Rule 45-503 Trades to 
Employees, Executives and Consultants;
"Type 1 trade" means, in Ontario, a distribution in a security under an exemption 
from the prospectus requirement in:
(a)	clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act 
(Ontario), in each case prior to section 11 of Schedule 26 of the Budget 
Measures Act, 2009 being proclaimed in force;
(b)	section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; 
(c)	section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or
(d) 	section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and
"Type 2 trade" means, in Ontario, a distribution in a security under an exemption 
from the prospectus requirement in:
(a)	clause 72(1)(f) of the Securities Act (Ontario), prior to section 11 of 
Schedule 26 of the Budget Measures Act, 2009 being proclaimed in 
force, other than a distribution to an associated consultant or investor 
consultant as defined in OSC Rule 45-503 or a distribution to an 
associated consultant or investor relations person as defined in MI 45-
105;
(b)	clause 72(1)(h), (i), (j), (k) or (n) of the Securities Act (Ontario), in each 
case prior to section 11 of Schedule 26 of the Budget Measures Act, 
2009 being proclaimed in force; or
(c)	section 2.5, 2.8 or 2.15 of the 2001 OSC Rule 45-501; or 
(d)	section 2.5, 2.8 or 2.15 of the 2004 OSC Rule 45-501; and
"underlying security" means, in Ontario, a security issued or transferred, or to be 
issued or transferred, in accordance with the terms of a convertible security, an 
exchangeable security or a multiple convertible security.
(a) Securities Act (Ontario) 
Clauses 72(1)(f), (i) if not included in Appendix F, (j), (k) and (n) of the Securities 
Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures 
Act, 2009 being proclaimed in force, except for a trade made under 72(1)(f)(iii) of the 
Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures 
Act, 2009 being proclaimed in force, that is:
(i)	included in Appendix D or F of this Instrument, or 
(ii)	contemplated by section 6.5 of 2004 OSC Rule 45-501; and
(iii)	an exemption from the prospectus requirement that specifies that the 
first trade is subject to section 2.6 of MI 45-102
Clause 72(1)(h) of the Securities Act (Ontario) except for a distribution under clause 
72(1)(h) of the Securities Act (Ontario) of an underlying security that was distributed 
on conversion or exchange of a multiple convertible security, convertible security or 
exchangeable security acquired in a Type 1 trade, in each case prior to section 11 of 
Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force,.
(b) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 
Section 2.1 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
Section 2.5 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
Section 2.6 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an 
underlying security was distributed under section 2.6 of the 2001 OSC Rule 45-501 or 
the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple 
convertible security, convertible security or exchangeable security acquired:
(a)	in a Type 2 trade;
(b)	under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other 
than a trade by an associated consultant or investor consultant as defined 
in OSC Rule 45-503; or
(c)	under a provision in Part 2 of MI 45-105;
Section 2.7 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an 
underlying security was distributed under section 2.7 of the 2001 OSC Rule 45-501 or 
the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple 
convertible security, convertible security or exchangeable security acquired:
(a)	in a Type 2 trade;
(b)	under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other 
than a trade by an associated consultant or investor consultant as defined 
in OSC Rule 45-503; or
(c)	under a provision in Part 2 of MI 45-105;
Section 2.8 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 
2.6 of MI 45-102 would have been applicable to a first trade in that security by the 
person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-
501 or the 2004 OSC Rule 45-501;
Section 2.15 of the 2004 OSC Rule 45-501.
(c) 1998 OSC Rule 45-501 
Section 2.7 of the 1998 OSC Rule 45-501;
Section 2.8 of the 1998 OSC Rule 45-501;
Section 2.9 of the 1998 OSC Rule 45-501 if an underlying security was distributed 
under section 2.9 of the 1998 OSC Rule 45-501 on a forced conversion or exchange 
of a multiple convertible security, convertible security or exchangeable security 
acquired by the holder in a Type 2 trade;
Section 2.10 of the 1998 OSC Rule 45-501 if an underlying security was distributed 
under section 2.10 of the 1998 OSC Rule 45-501 on a forced conversion or exchange 
of a multiple convertible security, convertible security or exchangeable security 
acquired by the holder in a Type 2 trade;
Section 2.17 of the 1998 OSC Rule 45-501;
Subsection 2.18(1) of the 1998 OSC Rule 45-501 after the issuer had ceased to be a 
private issuer for the purposes of the Securities Act (British Columbia).
(d) Other 
Sections 2.1 and 3.1 of Ontario Securities Commission Rule 45-502. 
18.	Appendix E is amended by adding the following at the end of the Appendix:
4.	New Brunswick Provisions
In this Appendix 
"2004 NB LR 45-501" means the New Brunswick Securities Commission Local Rule 
45-501 that came into force on September 29, 2004;
A.	Subsections 2.1(2), 2.2(3), 2.4(2), 2.9(2), 2.14(2), 2.16(3), 2.18(2), 2.19(2), 
2.22(4), 2.25(3), 2.26(4), 2.29(3), 2.30(2) and 2.31(3) of 2004 NB LR 45-501
B.	Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired under 
section 2.4 was initially acquired by an individual or an associate of the 
individual or an RRSP or RRIF established for or by that individual or under 
which that individual is a beneficiary under 
(a)	one of the exemptions in NB LR 45-501 listed in paragraph A, or 
(b)	an exemption from the prospectus requirement that specifies that 
the first trade is subject to section 2.5 of Multilateral Instrument 
45-102 Resale of Securities) 
C.	Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) was 
acquired in accordance with the terms and conditions of a previously issued 
security under 
(a)	one of the exemptions in 2005 NB LR 45-501 listed in paragraph 
A, or 
(b)	an exemption from the prospectus requirement that specifies that 
the first trade is subject to section 2.5 of Multilateral Instrument, 
45-102 Resale of Securities)


19.	Appendix F is repealed and the following is substituted:
Appendix F 
to 
National Instrument 45-102 
Resale of Securities
Underwriters
(Section 2.13)
Section 2.33  [Acting as underwriter] of NI 45-106 and section 2.11 [Business 
combination and reorganization] or subsection 2.42 (1) [Conversion, exchange or 
exercise] of NI 45-106, if the original security was acquired under section 2.33  of NI 
45-106 or one of the underwriter exemptions in the transitional provisions listed 
below
Transitional Provisions:
Except in New Brunswick, an exemption from the prospectus requirement listed in 
Appendix F of MI 45-102 in effect on March 30, 2004.  Except in New Brunswick, 
exemptions listed in Appendix F of MI 45-102 on March 30, 2004 were:
?	Section 74(2)(15) of the Securities Act (British Columbia) and section 74(2)(8) 
or 74(2)(11)(iii) of the Securities Act (British Columbia) if the original security 
was acquired under section 74(2)(15) of the Securities Act (British Columbia);
?	Clause 73(1)(r) of the Securities Act (Newfoundland and Labrador) and section 
73(1)(i) or 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if 
the original security was acquired under section 73(1)(r) of the Securities Act 
(Newfoundland and Labrador);
?	Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities 
(Northwest Territories) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket 
Order No. 1 of the Registrar of Securities (Northwest Territories) if the original 
security was acquired under paragraph 3(v) of Blanket Order No. 1 of the 
Registrar of Securities (Northwest Territories);
?	Clause 77(1)(r) of the Securities Act (Nova Scotia) and clause 77(1)(i) or 
77(1)(f)(iii) of the Securities Act (Nova Scotia) or Blanket Order No. 38 or 45-
503 if the original security was acquired under clause 77(1)(r) of the Securities 
Act (Nova Scotia); 
?	Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) 
and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the 
Registrar of Securities (Nunavut) if the original security was acquired under 
paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut);
?	Clause 72(1)(f)(iii) of the Securities Act (Ontario) if the original security was 
acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case 
prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being 
proclaimed in force; 
?	Clause 72(1)(i) of the Securities Act (Ontario) if the original security was 
acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case 
prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being 
proclaimed in force,;
?	Clause 72(1)(r) of the Securities Act (Ontario), prior to section 11 of Schedule 
26 of the Budget Measures Act, 2009 being proclaimed in force;
?	Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13(1)(e) (iii) or 
clause 13(1)(f) of the Securities Act (Prince Edward Island) or section 1.1 of 
Prince Edward Island Rule 45-502 if the original security was acquired under 
section 2.1 of Prince Edward Island Rule 45-509;  
?	Section 55 of the Securities Act (Qu‚bec) as it read prior to its repeal by section 
8 of An Act to amend the Securities Act and other legislative provisions; and
?	Clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan) and clause 81(1)(i) 
or subclause 81(1)(f)(iii) of The Securities Act, 1988 (Saskatchewan) if the 
original security was acquired under clause 81(1)(u) of The Securities Act, 
1988 (Saskatchewan).
New Brunswick Provisions: 
In New Brunswick, an exemption from the prospectus requirement listed in New 
Brunswick Securities Commission Local Rule 45-501 in effect on September 29, 
2004 (2004 NB LR 45-501).
In New Brunswick, the exemptions listed in 2004 NB LR 45-501 were:
?	Subsection 2.33(2); and
?	Subsection 2.43(3) if the original security was acquired under section 2.09.
20.	Form 45-102F1 Notice of Intention to Distribute Securities under Section 
2.8 of NI 45-102 Resale of Securities is amended by repealing the text under 
the heading "INSTRUCTION" and substituting:
File this form electronically through SEDAR with the securities regulatory authority 
or regulator in each jurisdiction where you sell securities and with the Canadian 
exchange on which the securities are listed.  If the securities are being sold on an 
exchange, the form should be filed in every jurisdiction across Canada.


Notice to selling security holders - collection and use of personal information
The personal information required in this form is collected for and used by the listed 
securities regulatory authorities or regulators to administer and enforce securities 
legislation in their jurisdictions.  This form is publicly available by authority of 
National Instrument 45-102 and the securities legislation in each of the jurisdictions.  
The personal information collected will not be used or disclosed other than for the 
stated purposes without first obtaining your consent.  Corporate filers should seek the 
consent of any individuals whose personal information appears in this form before 
filing this form
If you have questions about the collection and use of your personal information, or 
the personal information of your authorized signatory, contact any of the securities 
regulatory authorities or regulators listed below.
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC  V7Y 1L2
Attention: Assistant Manager, Financial Reporting
Telephone: (604) 899-6805 or (800) 373-6393 (in B.C.)
Facsimile: (604) 899-6506
Alberta Securities Commission 
4th Floor, 300 - 5th Avenue SW
Calgary, AB  T2P 3C4
Attention: Information Officer
Telephone: (403) 297-6454
Facsimile: (403) 297-6156
Saskatchewan Financial Services Commission 
Securities Division
601 - 1919 Saskatchewan Drive 
Regina, SK  S4P 4H2
Attention: Deputy Director, Legal/Registration
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
Ontario Securities Commission 
Suite 1903, Box 55
20 Queen Street West
Toronto, ON  M5H 3S8
Attention: Administrative Support Clerk
Telephone: (416) 593-3684 
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Autorit‚ des march‚s financiers
Tour de la Bourse
800 square Victoria
C.P. 246, 22e ‚tage
Montr‚al, Qu‚bec  H4Z 1G3
Attention: Responsable de l'accŠs … l'information
Telephone: (514) 395-0337
Toll free: 1-877-525-0337
Facsimile: (514) 873-6155 (For filing purposes only)
Facsimile: (514) 864-6381 (For privacy requests only)
www.lautorite.qc.ca   
New Brunswick Securities Commission
85 Charlotte Street, Suite 300Saint John, New Brunswick E2L 2J2 
Telephone: (506) 658-3060
Toll Free in New Brunswick 1-866-933-2222 
Facsimile: (506) 658-3059
Nova Scotia Securities Commission 
2nd Floor, Joseph Howe Building
1690 Hollis Street
Halifax, NS  B3J 3J9
Attention: Corporate Finance
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Prince Edward Island Securities Office
95 Rochford Street, P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4569
Facsimile: (902) 368-5283
Securities Commission Of Newfoundland And Labrador
P.O. Box 8700
2nd Floor, West Block
Confederation Building
75 O'Leary Avenue
St. John's, NFLD  A1B 4J6
Attention: Director of Securities
Telephone: (709) 729-4189
Facsimile: (709) 729-6187
Government of Yukon
Department of Community Services
Law Centre, 3rd Floor
2130 Second Avenue
Whitehorse, YT Y1A 5H6
Telephone: (867) 667-5314
Facsimile: (867) 393-6251
Government of the Northwest Territories
Office of the Superintendent of Securities
Deputy Superintendent, Legal & Enforcement
PO Box 1320
Yellowknife, NT  X1A 2L9
Tel:  (867) 920-8984
Fax:  (867) 873-0243
Department Of Justice, Nunavut 
Legal Registries Division
P.O. Box 1000 - Station 570
1st Floor, Brown Building
Iqaluit, NT  X0A 0H0
Attention: Director, Legal Registries Division
Telephone: (867) 975-6190
Facsimile: (867) 975-6194
21.	Except in Ontario, this Instrument comes into force September 28, 2009.
22.	In Ontario, this Instrument comes into force on the later of the following:
(a)	September 28, 2009; 
(b)	the day on which sections 5 and 11, subsection 12(1) and section 13 of 
Schedule 26 of the Budget Measures Act, 2009 are proclaimed in 
force.
AMENDMENTS TO NATIONAL INSTRUMENT 51-102 CONTINUOUS 
DISCLOSURE OBLIGATIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 51-102 Continuous Disclosure Obligations is amended 
by this instrument.
2.	Subsections 13.3(2)(c)(iv), 13.3(3)(e)(iv), and 13.4(2)(c)(iv) are amended by 
striking out "registration requirement and prospectus requirement in section 
2.35" and substituting "prospectus requirement in section 2.35 and registration 
requirement in section 3.35".
3.	Except in Ontario, this Instrument comes into force on September 28, 2009.
4.	In Ontario, this Instrument comes into force on the later of the following:
(a) 	September 28, 2009;
(b)	the day on which sections 5 and 11, subsection 12(1) and section 13 of 
Schedule 26 of the Budget Measures Act, 2009 are proclaimed in 
force. 
AMENDMENTS TO NATIONAL INSTRUMENT 33-105 UNDERWRITING 
CONFLICTS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 8, 2009 pursuant to 
sections 223 and 224 of the Securities Act.
1.	National Instrument 33-105 Underwriting Conflicts is amended by this 
Instrument.
2.	Appendix A is repealed and the following in substituted: 
NATIONAL INSTRUMENT 33-105
APPENDIX A
EXEMPT SECURITIES
Jurisdiction
Section Legislation Reference
All
Sections 2.20, 2.21, 2.35, 2.38 and 2.39 of 
National Instrument 45-106 Prospectus 
and Registration Exemptions
All except Ontario
Sections 2.34, 2.36 and 2.37 of National 
Instrument 45-106 Prospectus and 
Registration Exemptions
Alberta
Section 87(h), (h.1) and (h.2) of the 
Securities Act (Alberta)
Manitoba
Subsection 19(2)(g) and (h) of the 
Securities Act (Manitoba)
Newfoundland and 
Labrador
Subsections 36(2)(h) and (i) of the 
Securities Act 
(Newfoundland and Labrador)
Nova Scotia
Clause 41(2)(i) of the Securities Act (Nova 
Scotia)
Ontario
Paragraphs 73(1)(a) and (b) of the 
Securities Act (Ontario)
Sections 2.4 to 2.6 of OSC Rule 45-501
Paragraphs 2.34(2)(b),(d.1),(e) and (f) of 
National Instrument 45-106 Prospectus 
and Registration Exemptions
Prince Edward Island
Subsection 2(4)(f) and (g) of the Securities 
Act (Prince Edward Island)
Quebec
Section 41 of the Securities Act (Qu‚bec)
Saskatchewan
Subsection 39(2)(i) and (j) of The 
Securities Act, 1988 (Saskatchewan)
3.	Except in Ontario, this Instrument comes into force on September 28, 2009.
4.	In Ontario, this Instrument comes into force on the later of the following:
(a)	September 28, 2009;
(b)	the day on which sections 5 and 11, subsection 12(1) and section 13 of 
Schedule 26 of the Budget Measures Act, 2009 are proclaimed in 
force. 
Service Alberta
Approval of Purchaser's Protection Program
(Condominium Property Act)
The Condominium Property Regulation requires a notice summarizing the terms and 
conditions of the program and a notice of the approval of the program by the Minister 
before the program is applied in respect of any property.
The program protects against loss by a purchaser because a developer fails to 
complete construction of the units or common property. Where a developer is covered 
by a Purchaser's Protection Program, the developer must provide a certificate to the 
purchaser containing information specified in the Regulation about the program and 
its effective dates and coverage.
The Minister of Service Alberta, Heather Klimchuk, approved the Purchaser's 
Protection Program for Blanket Home Warranty Ltd. on August 25, 2009.
The Purchaser's Protection Program provides for an indemnity under which Blanket 
Home Warranty Ltd. agrees to indemnify a purchaser of a unit against the loss of the 
purchaser's money, where that loss is incurred as a result of the developer's failure to 
complete the construction of the unit or the related common property or both.
Sustainable Resource Development
Alberta Fishery Regulations, 1998
Notice of Variation Order 18-2009
Commercial Fishing Seasons
The close times and quotas set out in Schedule 8 to the Alberta Fishery Regulations in 
respect of the waters listed in the Schedule to this Notice have been varied by 
Variation Order 18-2009 by the Director of Fisheries Management in accordance with 
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the 
Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 18-2009 commercial fishing is permitted in accordance 
with the following schedule.
SCHEDULE 
PART 1
Item - 1 
Column 1 Waters - In respect of: (78) North Wabasca (81-26-W4) 
Column 2 Gear - Gill net not less than 140 mm mesh 
Column 3 Open Time - A. In respect of North Wabasca Lake excluding the 
following portions: - that portion which is greater than 3 meters (10 feet) deep; - that 
portion south of a line drawn from a cutline of the west side (N 1/2 35-26-80-W4) to a 
point of land on the east side (SE 1/4 5-25-81-W4): 08:00 hours September 1, 2009 to 
16:00 hours September 18, 2009. B.  In respect of all other waters: Closed.
Column 4 Species and Quota - 1) Lake whitefish: 10,000 kg; 2) Walleye: 250 kg; 3) 
Yellow perch: 200 kg; 4) Northern pike: 6,000 kg; 5) Tullibee: 6,800 kg; 6) Lake 
trout: 1 kg.
ADVERTISEMENTS
Notice of Certificate of Intent to Dissolve
(Business Corporations Act)
Notice is hereby given that a Certificate of Intent to Dissolve was issued to Stray 
Travel Publications, Inc. on August 26, 2009.
Dated at Calgary, Alberta on September 1, 2009.
Jonathan Snider, President.
Public Sale of Land
(Municipal Government Act)
City of Lethbridge
Notice is hereby given that under the provisions of the Municipal Government Act, 
the City of Lethbridge will offer for sale, by public auction, in the Magrath Room 
(Room 135) on the main floor of City Hall, 910 - 4 Avenue South, Lethbridge, 
Alberta, on Thursday, November 19, 2009, at 11:00 a.m., the following lands:
Lot
Block
Plan
11
6
8593GB
7
5
88GQ
17 & E 3 FT of 18
1
6585GL
51

0511605
8
14
7610543
95
31
8510755
55
31
7710705
12
1
7911326
21
3
9712051
89
6
0214169
29, 30
169
406R
3
147
406R
East 1/2 of 5 & West 1/2 of 6

4941AE
Each parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
The City of Lethbridge may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Terms: Cash
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Lethbridge, Alberta, August 27, 2009.
Stan Dilworth, Assessment and Taxation Manager.


County of Grande Prairie No. 1
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the County of Grande Prairie No. 1 will offer for sale, by public auction, in the 
County Administration Building, 10001 - 84 Avenue, Clairmont, Alberta, T0H 0W0 
on Friday, November 20, 2009, at 2:00 p.m., the following lands:
Lot
Block
Plan
Acres
Quarter Section
C. of T.
4A
4
8720164

SW 18-74-9-w6
892284041
17
1
8122493
4.5
NW 32-74-5-w6
002047491
Quarter Section
Acres
	C. of T
NW 7-69-11-w6
158.99
	082501572003
Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and the County of 
Grande Prairie No. 1 makes no representation and gives no warranty whatsoever as to 
the adequacy of services, soil conditions, land use districting, building and 
development conditions, absence or presence of environmental contamination, or the 
developability of the subject land for any intended use by the Purchaser.  No bid will 
be accepted where the bidder attempts to attach conditions precedent to the sale of 
any parcel.  No terms and conditions of sale will be considered other than those 
specified by the County of Grande Prairie No. 1.  No further information is available 
at the auction regarding the lands to be sold.
Bidders may, prior to the Public Auction, access a report on possible presence of soil 
contamination by contacting the County of Grande Prairie No. 1; and
The parcel may be occupied and is offered for sale subject to the existing tenancy.
The County of Grande Prairie No. 1 may, after the public auction, become the owner 
of any parcel of land not sold at the public auction.
Terms: 10% deposit and balance within 30 days of the Public Auction. G.S.T. will 
apply on lands sold at the public Auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Clairmont, Alberta, August 28, 2009.
Bill Rogan, County Administrator.


Red Deer County
Notice is hereby given that, under the provisions of the Municipal Government Act, 
Red Deer County will offer for sale, by public auction, in the County Office, 38106 
Range Road 275, Red Deer County, Alberta, on Friday, November 13, 2009, at 2:00 
p.m., the following lands:
Pt. of Sec.
Sec.
Twp.
Rge.
M.
Area
Certificate of Title
SE
10
34
27
4
160.00
021 282 121
NE
07
35
01
5
158.97
922 123 972
SE
07
35
01
5
160.00
922 123 972
SW
02
35
02
5
163.00
022 177 673
SE
29
37
02
5
21.18
932 179 237
Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and Red Deer County 
makes no representation and gives no warranty whatsoever as to the adequacy of 
services, soil conditions, land use districting, building and development conditions, 
absence or presence of environmental contamination, or the developability of the 
subject land for any intended use by the Purchaser.  No bid will be accepted where the 
bidder attempts to attach conditions precedent to the sale of any parcel.  No terms and 
conditions of sale will be considered other than those specified by the County.
Red Deer County may, after the public auction, become the owner of any parcel of 
land not sold at the public auction.
Terms: Cash or certified cheque. Non-refundable deposit of 10% at the time of the 
sale, with the balance 90 % of bid within 10 days.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Red Deer, Alberta, September 1, 2009.
Sylvie Guay, Financial Services Manager.
______________
County of Warner No. 5
Notice is hereby given that under the provisions of the Municipal Government Act, 
the County of Warner No. 5 will offer for sale, by public auction, at the 
Administration Office, Warner, Alberta, on Thursday, October 29, 2009, at 9:00 a.m., 
the following land:
Legal
Descriptive Plan 9312643, Lot 1 (SE 28-1-14-W4) 
Excepting thereout all mines and minerals. Area: 8.87 Hectares (21.92 acres) 
more or less.
The parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
The County of Warner No. 5 may, after the public auction, become the owner of any 
parcel of land not sold at the public auction.
Terms: cash
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Warner, Alberta, September 15, 2009.
Allan K. Romeril, County Administrator.
______________
Yellowhead County
Notice is hereby given that, under the provisions of the Municipal Government Act, 
Yellowhead County will offer for sale, by public auction, in the Yellowhead County 
office at 2716 - 1st Avenue in Edson, Alberta, on Wednesday, October 28, 2009, at 
10:00 a.m., the following lands:
Tax Roll
Legal Description
Title Number
Acreage
029660
SW 7-53-12 W5M
042397953
160.00
030964
NW 13-53-16 W5M
012377914+2
120.83
032087
SE 16-54-14 W5M 
Plan 154KS Block 5 Lot 1 
Peers
032049525
Lot
032120
SE 30-53-8 W5M 
Plan 590HW Lots 3 & 4
972138098
1.67
033074
SW 7-53-19 W5M 
PLAN 7433AN BLOCK 4 Lot 7 & 8 
Marlboro
892026201
Lot
301941
NE 27-53-9 W5M 
Plan 118HW Block 14 Lot 7 (W 1/2) 
Wildwood
942081905
Lot
302086
NE 27-53-9 W5M 
Plan 7821112 Block 16 Lot 6B 
Wildwood
012038025
Lot
307868
NW 15-54-14 W5M 
Plan 0324300 Block 1 Lot 6 
Peers
042078962
2.67
Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and Yellowhead 
County makes no representation and gives no warranty whatsoever as to the adequacy 
of services, soil conditions, land use districting, building and development conditions, 
absence or presence of environmental contamination, vacant possession or the 
developability of the subject land for any intended use by the Purchaser.  No bid will 
be accepted where the bidder attempts to attach conditions precedent to the sale of 
any parcel.  No terms and conditions of sale will be considered other than those 
specified by Yellowhead County.
Yellowhead County may, after the public auction, become the owner of any parcel of 
land not sold at the public auction.
Terms and conditions of the sale will be announced at the sale or may be obtained 
from the undersigned
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Edson, Alberta, August 25, 2009.
Barb Lyons, Director Corporate & Planning Services.
______________
Municipal District of Big Lakes
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Municipal District of Big Lakes will offer for sale, by public auction, in the 
Municipal District of Big Lakes Administration Building, High Prairie, Alberta, on 
Monday, December 7, 2009, at 1:00 p.m., the following lands:
RURAL LEGAL
C OF T
AREA
SE 16-77-14-W5
042195183
158.97
NW 30-74-17-W5
972008631
152.81
SW 31-74-17 W5
972008631+1
159.86
SE 04-75-15 W5
052474435+1
151.32
LOT 1, BLOCK 1, PLAN 962-0368
012095375+1

ENILDA LEGAL


LOT 6, BLOCK 6, PLAN 3676 RS
072228894

LOT 30, BLOCK 6, PLAN 3676 RS
972157145

FAUST LEGAL


LOT 13, BLOCK 6, PLAN 782-2001
022123801

LOT 14, BLOCK 6, PLAN 782-2001
782159279P

LOT 2, BLOCK 7, PLAN 782-2001
782159279AB

GROUARD LEGAL


LOT 1, BLOCK 1, PLAN 1904V
982348184

LOT 3, BLOCK 10, PLAN 1904V
982348184

LOT 5, BLOCK 10, PLAN 1904V
982348185

LOT 19, BLOCK 6, PLAN 1904V
982348185+1

LOT 20, BLOCK 2, PLAN 936 AJ
892136922

LOT 6, PLAN 782-2329
792232810

LOT 19, BLOCK 2, PLAN 772-2085
942330190

LOT 24, BLOCK 2, PLAN 772-2085
022345914

LOT 34, BLOCK 2, PLAN 772-2085
022345915

LOT 35, BLOCK 2, PLAN 772-2085
022345916

LOT 40, BLOCK 2, PLAN 772-2085
062307848

LOT 3, BLOCK 2, PLAN 842-0292
852121636

Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and the Municipal 
District of Big Lakes makes no representation and gives no warranty whatsoever as to 
the adequacy of services, soil conditions, land use districting, building and 
development conditions, absence or presence of environmental contamination, or the 
developability of the subject land for any intended use by the Purchaser.  No bid will 
be accepted where the bidder attempts to attach conditions precedent to the sale of 
any parcel.  No terms and conditions of sale will be considered other than those 
specified by the Municipal District of Big Lakes.  No further information is available 
at the auction regarding the lands to be sold.
The Municipal District of Big Lakes may, after the public auction, become the owner 
of any parcel of land not sold at the public auction.
Terms: 10% deposit and balance within 30 days of Public Auction.  GST will apply 
on lands sold at the Public Auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at High Prairie, Alberta, August 5, 2009.
Jeff Renaud, CAO.
_______________
Municipal District of Smoky River No. 130
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Municipal District of Smoky River No. 130 will offer for sale, by public auction, 
in the Municipal Office, Falher, Alberta, on Friday, November 27, 2009, at 2:00 p.m., 
the following lands:
Pt. of Sec.
Sec.
Twp.
Rge.
M.
Area
Pt. NW
11
78
24
W5
5.29 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. SW
11
78
24
W5
9.92 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. SE
14
78
24
W5
8.30 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. NE
24
78
24
W5
8.66 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. SE
24
78
24
W5
8.72 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. SW
24
78
24
W5
8.21 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Pt. SE
25
78
24
W5
7.06 Acres


Plan 1229BV RLY 78
(C.O.T. 002 267 135 021)
Each parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
The Municipal District of Smoky River No. 130 may, after the public auction, 
become the owner of any parcel of land not sold at the public auction.
Terms: Cash or certified cheque. 10% deposit and balance within 30 days of the date 
of the public auction. G.S.T. will apply on properties sold at the public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Falher, Alberta, August 17, 2009.
Lucien G. Turcotte, Municipal Administrator.
______________
Town of Calmar
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Calmar will offer for sale, by public auction, at the Calmar Town 
Council Chambers in Calmar, Alberta located at 4901 - 50 Avenue, on Tuesday, 
October 27, 2009, at 1:30 p.m., the following lands:
Lot
Block
Plan
C. of T.
63
3
022-5035
052 530 008
G
16
752-1313
792 172 989
Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and the Town of 
Calmar makes no representation and gives no warranty whatsoever as to the adequacy 
of services, soil conditions, land use districting, building and development conditions, 
absence or presence of environmental contamination, or the developability of the 
subject land for any intended use by the Purchaser.  No bid will be accepted where the 
bidder attempts to attach conditions precedent to the sale of any parcel.  No terms and 
conditions of sale will be considered other than those specified by the Town.
The Town of Calmar may, after the public auction, become the owner of any parcel of 
land not sold at the public auction.
Terms: Cash, Money Order, or Certified Cheque.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Calmar, Alberta, September 15, 2009.
Lucie Hull, Accounting and Permitting Clerk.


Town of Daysland
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Town of Daysland will offer for sale, by public auction, in the Town Office at 
5130 - 50 Street, Daysland, Alberta, on Tuesday, October 27, 2009, at 2:00 p.m., the 
following lands:
Lot
Block
Plan
C. of T.
7
1
RN55 (LV)
022 037 079
Each parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
The Town of Daysland may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Terms: A minimum 10% nonrefundable deposit is payable at the date of sale with the 
balance due within 10 days of the date of the auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Daysland, Alberta, August 24, 2009.
Shari-Anne Doolaege, CLGM, Chief Administrative Officer.
______________
Town of Redcliff
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Redcliff will offer for sale, by public auction, in Council Chambers, 
Town Hall, 1 - 3 Street N.E., Redcliff, Alberta, on Friday, November 13, 2009, at 
10:30 a.m., the following lands:
Lot
Block
Plan
Certificate of Title
3-7
133
1117V
041 291 488
The land is being offered for sale on an "as is, where is" basis, and the Town of 
Redcliff makes no representation and gives no warranty whatsoever as to the 
adequacy of services, soil conditions, land use districting, building and development 
conditions, absence or presence of environmental contamination, or the developability 
of the subject land for any intended use by the Purchaser.
The Town of Redcliff may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Terms: Cash or Certified Cheque
The list of properties is subject to change.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Redcliff, Alberta, August 15, 2009.
Vicki MacArthur, Municipal Treasurer.
_______________
Town of Stettler
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Stettler will offer for sale, by public auction, in the Town of Stettler 
Municipal Office, 5031 - 50 Street, Stettler, Alberta, on Tuesday, October 27, 2009, 
at 1:00 p.m., the following lands:
Lot
Block
Plan
C. of T.
1
44
2442AE
892164581
33
6
7722835
002087970
Each parcel will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
The land is being offered for sale on an "as is, where is" basis, and the Town of 
Stettler makes no representation and gives no warranty whatsoever as to the adequacy 
of services, soil conditions, land use districting, building and development conditions, 
absence or presence of environmental contamination, or the developability of the 
subject land for any intended use by the Purchaser.  No bid will be accepted where the 
bidder attempts to attach conditions precedent to the sale of any parcel.  No terms and 
conditions of sale will be considered other than those specified by the Town.  No 
further information is available at the auction regarding the lands to be sold.
The Town of Stettler may, after the public auction, become the owner of any parcel of 
land not sold at the public auction.
Terms: Cash or Certified Cheque.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Stettler, Alberta, September 15, 2009.
Greg Switenky, Assistant Chief Administrative Officer. 


Village of Empress
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Village of Empress will offer for sale, by public auction, in the Village Office, 
#6, 3rd Avenue, Empress, Alberta, on Thursday, October 29, 2009, at 2:00 p.m., the 
following lands:
Lot
Block
Plan
C. of T.
1 - 5
13
5043AV
951099708
Each parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
Terms and conditions of sale will be announced at the sale, or may be obtained from 
the undersigned.
The Village of Empress may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Empress, Alberta, August 28, 2009.
Darran Dick, CAO.



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