226A/2009

British Columbia Securities Commission

September 22, 2009

September 28, 2009

Securities Act

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

[Last amended January 1, 2026 by B.C. Reg. 249/2025]

226a_2009_pit

Interpretation

Definitions of terms used throughout this Instrument

1.1

In this Instrument:

book cost means the total amount paid to purchase a security, including any transaction charges related to the purchase, adjusted for reinvested distributions, returns of capital and corporate reorganizations;

Canadian custodian means any of the following:

a bank listed in

Schedule I, II or III of the Bank Act (Canada);

a trust company that is incorporated under the laws of Canada or a jurisdiction of Canada and licensed or registered under the laws of Canada or a jurisdiction of Canada, and that has equity, as reported in its most recent audited financial statements, of not less than $10,000,000;

a company that is incorporated under the laws of Canada or a jurisdiction of Canada, and that is an affiliate of a bank or trust company referred to in paragraph (

a) or (b), if either of the following applies:

the company has equity, as reported in its most recent audited financial statements, of not less than $10,000,000;

the bank or trust company has assumed responsibility for all of the custodial obligations of the company for the cash and securities the company holds for a client or investment fund;

an investment dealer that is a member of IIROC and that is permitted under the rules of IIROC, as amended from time to time, to hold the cash and securities of a client or investment fund;

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 National Instrument 45-106 Prospectus Exemptions ;

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

designated rating organization has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions ;

direct investment fund charge means an amount charged to a client if the client buys, holds, sells or switches securities of an investment fund, including any federal, provincial or territorial sales taxes paid on that amount, other than, for greater certainty, an amount included in the investment fund's fund expenses;

DRO affiliate means an affiliate of a designated rating organization that issues credit ratings in a foreign jurisdiction and that has been designated as such under the terms of the designated rating organization's designation;

eligible client means a client of a person or company if any of the following apply:

the client is an individual and was a client of the person or company immediately before becoming resident in the local jurisdiction;

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

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;

financial exploitation means the use or control of, or deprivation of the use or control of, a financial asset of an individual by a person or company through undue influence, unlawful conduct or another wrongful act;

foreign custodian means any of the following:

an entity that

is incorporated or organized under the laws of a country, or a political subdivision of a country, other than Canada,

is regulated as a banking institution or trust company by the government, or an agency of the government, of the country under the laws of which it is incorporated or organized, or a political subdivision of that country, and

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has equity, as reported in its most recent audited financial statements, of not less than the equivalent of $100,000,000;

an affiliate of an entity referred to in paragraph (a), (

b) or (

c) of the definition of "Canadian custodian", or paragraph (

a) of this definition, if either of the following applies:

the affiliate has equity, as reported in its most recent audited financial statements, of not less than the equivalent of $100,000,000;

the entity referred to in paragraph (a), (

b) or (

c) of the definition of "Canadian custodian", or paragraph (

a) of this definition, has assumed responsibility for all of the custodial obligations of the affiliate for the cash and securities the affiliate holds for a client or investment fund;

fund expense ratio means the sum of an investment fund's management expense ratio and trading expense ratio, expressed as a percentage;

IIROC means the Investment Industry Regulatory Organization of Canada;

IIROC Provision means a by-law, rule, regulation or policy of IIROC named in Appendix G, as amended from time to time;

interim period means a period commencing on the first day of the financial year and ending 9, 6 or 3 months before the end of the financial year;

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;

management expense ratio has the same meaning as in

section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure ;

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;

MFDA Provision means a by-law, rule, regulation or policy of the MFDA named in Appendix H, as amended from time to time;

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

newly-established investment fund means,

for an investment fund required to file a management report of fund performance, as defined in

section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure , a fund that has not yet filed that report, or

for an investment fund not referred to in paragraph (a), a fund established less than 12 months before the end of the period covered by the statement or report that is required to be delivered by the registered dealer or registered adviser under

section 14.17;

operating charge means any amount charged to a client by a registered firm in respect of the operation, transfer or termination of a client's account and includes any federal, provincial or territorial sales taxes paid on that amount;

original cost means the total amount paid to purchase a security, including any transaction charges related to the purchase;

permitted client means any of the following:

a Canadian financial institution or a

Schedule III bank;

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

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;

a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;

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;

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (

a) to (e);

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

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comit de gestion de la taxe scolaire de l'île de Montr al or an intermunicipal management board in Qu bec;

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;

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;

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

the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in

section 1.1 of National Instrument 45-106 Prospectus Exemptions , or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in

section 1.1 of National Instrument 45-106 Prospectus Exemptions , or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

an individual who beneficially owns financial assets, as defined in

section 1.1 of National Instrument 45-106 Prospectus Exemptions , having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;

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;

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;

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

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

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

principal regulator has the same meaning as in

section 4A.1 of Multilateral Instrument 11-102 Passport System ;

qualified custodian means a Canadian custodian or a foreign custodian;

registered firm means a registered dealer, a registered adviser, or a registered investment fund manager;

registered individual means an individual who is registered

in a category that authorizes the individual to act as a dealer or an adviser on behalf of a registered firm,

as ultimate designated person, or

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 firm registered in a jurisdiction of Canada on whose behalf an individual acts as a dealer, an underwriter, an adviser, a chief compliance officer or an ultimate designated person;

sub-adviser means an adviser to

a registered adviser, or

a registered dealer acting as a portfolio manager as permitted by

section 8.24 [IIROC members with discretionary authority] ;

subsidiary has the same meaning as in

section 1.1 of National Instrument 45-106 Prospectus Exemptions ;

successor credit rating organization has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions ;

temporary hold means a hold that is placed on the purchase or sale of a security on behalf of a client or on the withdrawal or transfer of cash or securities from a client's account;

total percentage return means the cumulative realized and unrealized capital gains and losses of an investment, plus income from the investment, over a specified period of time, expressed as a percentage;

trading expense ratio means the ratio, expressed as a percentage, of the total commissions and other portfolio transaction costs incurred by an investment fund to its average net asset value, calculated in accordance with paragraph 12 of item 3 of Part B of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance of National Instrument 81-106 Investment Fund Continuous Disclosure ;

trailing commission means any payment related to a client's ownership of a security that is part of a continuing series of payments to a registered firm or registered individual by any party;

transaction charge means any amount charged to a client by a registered firm in respect of a purchase or sale of a security and includes any federal, provincial or territorial sales taxes paid on that amount;

trusted contact person means an individual identified by a client to a registrant whom the registrant may contact in accordance with the client's written consent;

vulnerable client means a client who might have an illness, impairment, disability or aging-process limitation that places the client at risk of financial exploitation;

working office means the office of the sponsoring firm where an individual does most of his or her business.

[am. B.C. Regs. 382/2010, Sch. B, s. 2; 121/2011, Sch. A, s. 3; 27/2012, s. 1; 193/2013, Sch., s. 2; 238/2014, App. B, s. 2; 67/2015, Sch. B, s. 1 (d) (i); 210/2017, Sch. B, s. 2; 111/2018, Sch. A, ss. 2 to 4; 341/2021, Sch., s. 2; 344/2021, Sch. A; 209/2023, Sch. B, s. 2; 249/2025, s. 2.]

Interpretation of "securities" in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan

1.2

Subject to sections 8.2, 8.26 and 14.5.1, in British Columbia, a reference to "securities" in this Instrument includes "exchange contracts", unless the context otherwise requires.

Subject to sections 8.2, 8.26 and 14.5.1, in Alberta, New Brunswick, Nova Scotia and Saskatchewan, a reference to "securities" in this Instrument includes "derivatives", unless the context otherwise requires.

[en. B.C. Reg. 210/2017, Sch. A, s. 2; am. B.C. Reg. 210/2017, Sch. B, s. 3.]

Information may be given to the principal regulator

1.3

Repealed. [B.C. Reg. 238/2014, App. B, s. 3 (a).]

For the purpose of a requirement in this Instrument to notify or to deliver or submit a document to the regulator or the securities regulatory authority, the person or company may notify or deliver or submit the document to the person or company's principal regulator.

Repealed. [B.C. Reg. 238/2014, App. B, s. 3 (c).]

Despite subsection (2), for the purpose of the notice and delivery requirements in

section 11.9 [registrant acquiring a registered firm's securities or assets] , if the principal regulator of the registrant and the principal regulator of the firm identified in paragraph 11.9 (1) (

a) or 11.9 (1) (b), if registered in any jurisdiction of Canada, are not the same, the registrant must deliver the written notice to the following:

the registrant's principal regulator; and

the principal regulator of the firm identified in paragraph 11.9 (1) (

a) or 11.9 (1) (

b) as applicable, if registered in any jurisdiction of Canada identified in paragraph 11.9 (1) (

a) or 11.9 (1) (b).

Subsection (2) does not apply to

section 8.18 [international dealer] , and

section 8.26 [international adviser] .

[am. B.C. Regs. 121/2011, Sch. A, s. 4; 238/2014, App. B, s. 3.]

Categories of Registration for Individuals

Individual categories

2.1

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:

dealing representative;

advising representative;

associate advising representative;

ultimate designated person;

chief compliance officer.

An individual registered in the category of

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,

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

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] ,

ultimate designated person must perform the functions set out in

section 5.1 [responsibilities of the ultimate designated person] , and

chief compliance officer must perform the functions set out in

section 5.2 [responsibilities of the chief compliance officer] .

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).

Client mobility exemption — individuals

2.2

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

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

the individual's sponsoring firm is registered in the firm's principal jurisdiction;

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;

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

the individual complies with

Part 13 [Dealing with Clients — Individuals and Firms] ;

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

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,

is exempt from registration in the local jurisdiction, and

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

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.

[am. B.C. Reg. 238/2014, App. B, s. 4.]

Individuals acting for investment fund managers

2.3

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

Registration Requirements — Individuals

General Proficiency Requirements

Definitions

3.1

In this Part:

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

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

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;

Chief Compliance Officers Qualifying 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;

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

the Officers', Partners' and Directors' Exam 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, or

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.

[am. B.C. Reg. 121/2011, Sch. A, s. 5.]

U.S. equivalency

3.2

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.

Time limits on examination requirements

3.3

For the purpose of this Part, an individual is deemed to have not passed an examination unless the individual passed the examination not more than 36 months before the date of his or her application for registration.

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

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

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

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

Subsection (1) does not apply to the examination requirements in

section 3.7 [scholarship plan dealer — dealing representative] if the individual was registered in a jurisdiction of Canada as a dealing representative of a scholarship plan dealer on and since September 28, 2009, and

section 3.9 [exempt market dealer — dealing representative] if the individual was registered as a dealing representative of an exempt market dealer in Ontario or Newfoundland and Labrador on and since September 28, 2009.

[en. B.C. Reg. 121/2011, Sch. A, s. 6; am. B.C. Reg. 238/2014, App. B, s. 5.]

Education and Experience Requirements

Proficiency — initial and ongoing

3.4

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.

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.

[am. B.C. Regs. 121/2011, Sch. A, s. 7; 288/2019, Sch. B, s. 2.]

Mutual fund dealer — dealing representative

3.5

A dealing representative of a mutual fund dealer must not act as a dealer in respect of the securities listed in paragraph 7.1 (2) (

b) unless any of the following apply:

the individual has passed the Canadian Investment Funds Course Exam, the Canadian Securities Course Exam or the Investment Funds in Canada Course Exam;

the individual has met the requirements of

section 3.11 [portfolio manager — advising representative] ;

the individual has earned a CFA Charter and has gained 12 months of relevant securities industry experience in the 36-month period before applying for registration;

the individual is exempt from

section 3.11 [portfolio manager — advising representative] because of subsection 16.10 (1) [proficiency for dealing and advising representatives] .

[en. B.C. Reg. 121/2011, Sch. A, s. 8; am. B.C. Reg. 238/2014, App. B, s. 6.]

Mutual fund dealer — chief compliance officer

3.6

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:

the individual has

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

passed the PDO Exam, the Mutual Fund Dealers Compliance Exam or the Chief Compliance Officers Qualifying Exam, and

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gained 12 months of relevant securities industry experience in the 36-month period before applying for registration;

the individual has met the requirements of

section 3.13 [portfolio manager — chief compliance officer] ;

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

[am. B.C. Regs. 121/2011, Sch. A, s. 9; 238/2014, App. B, s. 7.]

Scholarship plan dealer — dealing representative

3.7

A dealing representative of a scholarship plan dealer must not act as a dealer in respect of the securities listed in paragraph 7.1 (2) (

c) unless the individual has passed the Sales Representative Proficiency Exam.

[en. B.C. Reg. 121/2011, Sch. A, s. 10; am. B.C. Reg. 238/2014, App. B, s. 8.]

Scholarship plan dealer — chief compliance officer

3.8

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 the Sales Representative Proficiency Exam,

passed the Branch Manager Proficiency Exam,

passed the PDO Exam or the Chief Compliance Officers Qualifying Exam, and

gained 12 months of relevant securities industry experience in the 36-month period before applying for registration.

[en. B.C. Reg. 238/2014, App. B, s. 9.]

Exempt market dealer — dealing representative

3.9

A dealing representative of an exempt market dealer must not perform an activity listed in paragraph 7.1 (2) (

d) unless any of the following apply:

the individual has passed the Canadian Securities Course Exam;

the individual has passed the Exempt Market Products Exam;

the individual has earned a CFA Charter and has gained 12 months of relevant securities industry experience in the 36-month period before applying for registration;

the individual satisfies the conditions set out in

section 3.11 [portfolio manager — advising representative] ;

the individual is exempt from

section 3.11 [portfolio manager — advising representative] because of subsection 16.10 (1) [proficiency for dealing and advising representatives] .

[en. B.C. Reg. 121/2011, Sch. A, s. 12; am. B.C. Reg. 238/2014, App. B, s. 10.]

Exempt market dealer — chief compliance officer

3.10

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:

the individual has

passed the Exempt Market Products Exam or the Canadian Securities Course Exam.

passed the PDO Exam or the Chief Compliance Officers Qualifying Exam, and

iii

gained 12 months of relevant securities industry experience in the 36-month period before applying for registration;

the individual has met the requirements of

section 3.13 [portfolio manager — chief compliance officer] ;

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

[en. B.C. Reg. 121/2011, Sch. A, s. 13; am. B.C. Reg. 238/2014, App. B, s. 11.]

Portfolio manager — advising representative

3.11

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:

the individual has earned a CFA Charter and has gained 12 months of relevant investment management experience in the 36-month period before applying for registration;

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

[en. B.C. Reg. 121/2011, Sch. A, s. 14.]

Portfolio manager — associate advising representative

3.12

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:

the individual has completed Level 1 of the Chartered Financial Analyst program and has gained 24 months of relevant investment management experience;

the individual has received the Canadian Investment Manager designation and has gained 24 months of relevant investment management experience.

[en. B.C. Reg. 121/2011, Sch. A, s. 15.]

Portfolio manager — chief compliance officer

3.13

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:

the individual has

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,

passed the PDO Exam or the Chief Compliance Officer Qualifying Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam, and

iii

either

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

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

the individual has passed the Canadian Securities Course Exam and either the PDO Exam or the Chief Compliance Officers Qualifying Exam and any of the following apply:

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

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

the individual has passed either the PDO Exam or the Chief Compliance Officers Qualifying Exam and has met the requirements of

section 3.11 [portfolio manager — advising representative] .

[am. B.C. Reg. 121/2011, Sch. A, s. 16.]

Investment fund manager — chief compliance officer

3.14

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:

the individual has

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,

passed the PDO Exam or the Chief Compliance Officers Qualifying Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam, and

iii

either

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

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

the individual has

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

passed the PDO Exam or the Chief Compliance Officers Qualifying 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;

the individual has met the requirements of

section 3.13 [portfolio manager — chief compliance officer] ;

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

[am. B.C. Reg. 121/2011, Sch. A, s. 17.]

Membership in a Self-regulatory Organization

Who must be approved by an SRO before registration

3.15

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

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

[am. B.C. Reg. 121/2011, Sch. A, s. 18.]

Exemptions from certain requirements for SRO-approved persons

3.16

The following sections do not apply to a registered individual who is a dealing representative of an investment dealer that is a member of IIROC:

subsection 13.2 (3) [know your client] ;

section 13.3 [suitability determination] ;

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

1.1

Subsection (1) only applies to a registered individual who is a dealing representative of an investment dealer that is a member of IIROC in respect of a requirement specified in any of paragraphs (1) (

a) to (

c) if the registered individual complies with the corresponding IIROC Provisions that are in effect.

The following sections do not apply to a registered individual who is a dealing representative of a mutual fund dealer that is a member of the MFDA:

section 13.3 [suitability determination] ;

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

2.1

Subsection (2) only applies to a registered individual who is a dealing representative of a mutual fund dealer that is a member of the MFDA in respect of a requirement specified in paragraph (2) (

a) or (

b) if the registered individual complies with the corresponding MFDA Provisions that are in effect.

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

[am. B.C. Regs. 121/2011, Sch. A, s. 19; 27/2012, s. 2; 238/2014, App. B, s. 12; 210/2017, Sch. A, s. 3; 288/2019, Sch. B, s. 3.]

Restrictions on Registered Individuals

Restriction on acting for another registered firm

4.1

A firm registered in any jurisdiction of Canada must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if either of the following apply:

the individual acts as an officer, partner or director of another firm registered in any jurisdiction of Canada that is not an affiliate of the first-mentioned registered firm;

the individual is registered as a dealing, advising or associate advising representative of another firm registered in any jurisdiction of Canada.

Paragraph (1) (

b) does not apply in respect of a representative whose registration as a dealing, advising or associate advising representative of more than one registered firm was granted before July 11, 2011.

[en. B.C. Reg. 121/2011, Sch. A, s. 20; am. B.C. Reg. 238/2014, App. B, s. 13.]

Associate advising representatives — pre-approval of advice

4.2

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).

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

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

[am. B.C. Regs. 121/2011, Sch. A, s. 21; 238/2014, App. B, s. 14.]

Ultimate Designated Person and Chief Compliance Officer

Responsibilities of the ultimate designated person

5.1

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

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;

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

Responsibilities of the chief compliance officer

5.2

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

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

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

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:

the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client;

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;

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.

Suspension and Revocation of Registration — Individuals

If individual ceases to have authority to act for firm

6.1

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.

If IIROC approval is revoked or suspended

6.2

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.

If MFDA approval is revoked or suspended

6.3

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.

If sponsoring firm is suspended

6.4

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.

Dealing and advising activities suspended

6.5

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.

Revocation of a suspended registration — individual

6.6

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.

Exception for individuals involved in a hearing or proceeding

6.7

Despite

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

[en. B.C. Reg. 238/2014, App. B, s. 15.]

Application of

Part 6 in Ontario

6.8

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.

Categories of Registration for Firms

Dealer categories

7.1

The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as a dealer:

investment dealer;

mutual fund dealer;

scholarship plan dealer;

exempt market dealer;

restricted dealer.

A person or company registered in the category of

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

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

a mutual fund, or

an investment fund that is a labour-sponsored investment fund corporation or labour-sponsored venture capital corporation under legislation of a jurisdiction of Canada,

scholarship plan dealer may act as a dealer in respect of a security of a scholarship plan, an educational plan or an educational trust,

exempt market dealer may

act as a dealer by trading a security that is distributed under an exemption from the prospectus requirement,

act as a dealer by trading a security if all of the following apply:

the trade is not a distribution;

an exemption from the prospectus requirement would be available to the seller if the trade were a distribution;

the class of security is not listed, quoted or traded on a marketplace, or

iii

Repealed. [B.C. Reg. 238/2014, App. B, s. 16 (b).]

act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement, or

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

Repealed. [B.C. Reg. 121/2011, Sch. A, s. 23 (b).]

Subsection (1) does not apply in Ontario.

Repealed. [B.C. Reg. 210/2017, Sch. A, s. 4 (c).]

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).

[am. B.C. Regs. 121/2011, Sch. A, s. 23; 238/2014, App. B, s. 16 and App. E, s. 2; 210/2017, Sch. A, s. 4.]

Adviser categories

7.2

The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as an adviser:

portfolio manager;

restricted portfolio manager.

A person or company registered in the category of

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

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.

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).

Investment fund manager category

7.3

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".

Exemptions from the Requirement to Register

Exemptions from Dealer and Underwriter Registration

General condition to dealer registration requirement exemptions

8.0.1

The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction and if their category of registration permits the person or company to act as a dealer or trade in a security for which the exemption is provided.

[en. B.C. Reg. 238/2014, App. B, s. 17.]

Interpretation of "trade" in Qu bec

8.1

In this Part, in Qu bec, trade refers to any of the following activities:

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:

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);

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;

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

Definition of "securities" in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan

8.2

Despite

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

[en. B.C. Reg. 210/2017, Sch. A, s. 5.]

Interpretation — exemption from underwriter registration requirement

8.3

In this Division, an exemption from the dealer registration requirement is an exemption from the underwriter registration requirement.

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

8.4

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

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

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.

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

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

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

Trades through or to a registered dealer

8.5

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

the trade is made through a registered dealer, if the dealer is registered in a category that permits the trade unless, in furtherance of the trade, the person or company seeking the exemption solicits or contacts directly any purchaser or prospective purchaser in relation to the trade;

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.

[am. B.C. Reg. 238/2014, App. B, s. 18.]

Trades through a registered dealer by registered adviser

8.5.1

The dealer registration requirement does not apply to a registered adviser, or an advising representative or associate advising representative acting on behalf of the registered adviser, in respect of trading activities that are incidental to its providing advice to a client, if the trade is made through a dealer registered in a category that permits the trade or a dealer operating under an exemption from the dealer registration requirement.

[en. B.C. Reg. 238/2014, App. B, s. 19.]

Investment fund trades by adviser to managed account

8.6

The dealer registration requirement does not apply to a registered adviser, or an adviser that is exempt from registration under

section 8.26 [international adviser] , in respect of a trade in a security of an investment fund if all of the following apply:

the adviser or an affiliate of the adviser acts as the fund's adviser;

a.1

the adviser or an affiliate of the adviser acts as the fund's investment fund manager;

the trade is to a managed account of a client of the adviser.

The exemption in subsection (1) is not available if the managed account or investment fund was created or is used primarily for the purpose of qualifying for the exemption.

An adviser that relies on subsection (1) must provide written notice to the regulator or, in Qu bec, the securities regulatory authority that it is relying on the exemption within 10 days of its first use of the exemption.

[en. B.C. Reg. 121/2011, Sch. A, s. 24; am. B.C. Reg. 210/2017, Sch. A, s. 6.]

Investment fund reinvestment

8.7

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 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;

the security holder makes an optional cash payment to purchase the security of the investment fund and both of the following apply:

the security is of the same class or series of securities described in paragraph (

a) that trade on a marketplace;

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% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.

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.

The exemption in subsection (1) is not available if a sales charge is payable on a trade described in the subsection.

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

details of any redemption fee that is payable at the time of the redemption of the security, and

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.

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.

[am. B.C. Reg. 343/2021, Sch. A, s. 1.]

Additional investment in investment funds

8.8

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:

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;

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

the security holder, as at the date of the trade, holds securities of the investment fund and one or both of the following apply:

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

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

Additional investment in investment funds if initial purchase before September 14, 2005

8.9

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:

the security was initially acquired under any of the following provisions:

in Alberta, paragraph 86 (

e) and paragraph 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);

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

iii

in Manitoba, subsection 19 (3) and paragraph 58 (1) (

a) of the Securities Act (Manitoba) and

section 90 of the Securities Regulation MR 491/88R;

in New Brunswick,

section 2.8 of Local Rule 45-501 Prospectus and Registration Exemptions ;

in Newfoundland and Labrador, paragraphs 36 (1) (

e) and 73 (1) (

d) of the Securities Act (Newfoundland and Labrador);

in Nova Scotia, paragraphs 41 (1) (

e) and 77 (1) (

d) of the Securities Act (Nova Scotia);

vii

in Northwest Territories, sections 3 (

c) and (

z) of Blanket Order No. 1;

viii

in Nunavut, sections 3 (

c) and (

z) of Blanket Order No. 1;

in Ontario,

section 35 (1) 5 and paragraph 72 (1) (

d) of the Securities Act (Ontario) as they existed prior to their repeal by sections 5 and 11 of the Securities Act (Ontario) S.O. 2009, c. 18, Sch. 26 and

section 2.12 of Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004;

in Prince Edward Island, paragraph 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 ;

in Qu bec, former

section 51 and subsection 155.1 (2) of the Securities Act (Qu bec);

xii

in Saskatchewan, paragraphs 39 (1) (

e) and 81 (1) (

d) of The Securities Act, 1988 (Saskatchewan);

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

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:

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;

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.

[am. B.C. Reg. 238/2014, App. B, s. 20.]

Private investment club

8.10

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:

the fund has no more than 50 beneficial security holders;

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

the fund does not distribute and has never distributed its securities to the public;

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;

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.

Private investment fund — loan and trust pools

8.11

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:

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;

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

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

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).

Mortgages

8.12

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.

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.

Subsection (2) does not apply in respect of a trade in a syndicated mortgage.

Repealed. [B.C. Reg. 49/2021, s. (a) (i).]

[am. B.C. Regs. 210/2017, Sch. A, s. 7; 49/2021, s. (a) (i).]

Personal property security legislation

8.13

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.

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).

Variable insurance contract

8.14

In this section:

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

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

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 contract of group insurance,

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,

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

a variable life annuity.

[am. B.C. Regs. 121/2011, Sch. A, s. 25; 67/2015, Sch. B, s. 1 (d) (ii).]

Schedule III banks and cooperative associations — evidence of deposit

8.15

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).

This

section does not apply in Ontario or Alberta.

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).

[am. B.C. Reg. 238/2014, App. B, s. 21.]

Plan administrator

8.16

In this section:

consultant has the same meaning as in

section 2.22 of National Instrument 45-106 Prospectus Exemptions ;

executive officer has the same meaning as in

section 1.1 of National Instrument 45-106 Prospectus Exemptions ;

permitted assign has the same meaning as in

section 2.22 of National Instrument 45-106 Prospectus Exemptions ;

plan means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer;

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 National Instrument 45-106 Prospectus Exemptions .

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:

the issuer;

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

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

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

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

the conditions of any of the following exemptions are satisfied:

except in Alberta and Ontario,

section 2.14 or 2.15 of National Instrument 45-102 Resale of Securities ;

in Ontario,

section 2.7 or 2.8 of Ontario Securities Commission Rule 72-503 Distributions Outside Canada ;

iii

in Alberta,

section 10 or 11 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta .

[am. B.C. Regs. 121/2011, Sch. A, s. 26; 67/2015, Sch. B, s. 1 (d) (iii); 112/2018, s. (a); 288/2019, Sch. B, s. 4.]

Reinvestment plan

8.17

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 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;

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.

The aggregate number of securities issued under the optional cash payment referred to in paragraph (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.

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.

This

section is not available in respect of a trade in a security of an investment fund.

Subject to

section 8.4 [transition — reinvestment plan] of National Instrument 45-106 Prospectus Exemptions , if the security traded under a plan described in subsection (1) is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security traded under the plan or notice of a source from which the participant can obtain the information without charge.

[am. B.C. Regs. 121/2011, Sch. A, s. 27; 238/2014, App. B, s. 22; 67/2015, Sch. B, s. 1 (d) (iv).]

International dealer

8.18

In this section:

foreign security means

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

a security issued by a government of a foreign jurisdiction.

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

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;

a trade in a debt security with a permitted client if the debt security

is denominated in a currency other than the Canadian dollar, or

is or was originally offered primarily in a foreign jurisdiction and a prospectus has not been filed with a Canadian securities regulatory authority for the distribution;

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

a trade in a foreign security with a permitted client, unless the trade is made during the security's distribution under a prospectus that has been filed with a Canadian securities regulatory authority;

a trade in a foreign security with an investment dealer;

a trade in any security with an investment dealer that is purchasing as principal.

The exemption under subsection (2) is not available to a person or company unless all of the following apply:

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

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;

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;

the person or company is trading as principal or agent for

the issuer of the securities,

a permitted client, or

iii

a person or company that is not a resident of Canada;

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 .

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

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

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

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

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

iii

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

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

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

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

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.

The adviser registration requirement does not apply to a person or company that is exempt from the dealer registration requirement under this

section if the person or company provides advice to a client and the advice is

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

not in respect of a managed account of the client.

[am. B.C. Regs. 121/2011, Sch. A, s. 28; 238/2014, App. B, s. 23; 210/2017, Sch. A, s. 8.]

Self-directed registered education savings plan

8.19

In this section:

self-directed RESP means an educational savings plan registered under the Income Tax Act (Canada)

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

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).

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:

the trade is made by any of the following:

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

a Canadian financial institution;

iii

Repealed. [B.C. Reg. 209/2023, Sch. B, s. 3.]

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.

[am. B.C. Regs. 121/2011, Sch. A, s. 29; 238/2014, App. B, s. 24; 209/2023, Sch. B, s. 3.]

Exchange contract — Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan

8.20

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

the trade is made through a registered dealer, if the dealer is registered in a category that permits the trade unless, in furtherance of the trade, the person or company seeking the exemption solicits or contacts directly any purchaser or prospective purchaser in relation to the trade;

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.

2) and (3

Repealed. [B.C. Reg. 238/2014, App. B, s. 25 (b).]

[am. B.C. Regs. 238/2014, App. B, s. 25; 210/2017, Sch. A, s. 9.]

Exchange contract trades through or to a registered dealer — Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan

8.20.1

In Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, the dealer registration requirement does not apply to a registered adviser, or an advising representative or associate advising representative acting on behalf of the registered adviser, in respect of trading activities related to exchange contracts that are incidental to its providing advice to a client, if the trade is made through a dealer registered in a category that permits the trade or a dealer operating under an exemption from the dealer registration requirement.

[en. B.C. Reg. 210/2017, Sch. A, s. 10.]

Specified debt

8.21

In this section:

permitted supranational agency means any of the following:

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;

the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965;

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;

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;

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;

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);

the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada).

The dealer registration requirement does not apply in respect of a trade in any of the following:

a debt security issued by or guaranteed by a government of a foreign jurisdiction if the debt security has a designated rating from a designated rating organization or its DRO affiliate;

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

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;

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;

a debt security issued by the Comit de gestion de la taxe scolaire de l'île de Montr al;

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.

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).

[am. B.C. Regs. 179/2013, Sch. A, s. 2; 176/2014, Sch. F, s. 1 (c) (i); 238/2014, App. B, s. 27.]

Small security holder selling and purchase arrangements

8.22

In this section:

exchange means

TSX Inc.,

TSX Venture Exchange Inc., or

an exchange that

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

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

policy means,

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,

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

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.

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:

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;

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;

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;

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.

For the purposes of paragraph (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.

[am. B.C. Regs. 121/2011, Sch. A, s. 30; 238/2014, App. B, s. 28.]

Short-term debt

8.22.1

In this section, short-term debt instrument means a negotiable promissory note or commercial paper maturing not more than one year from the date of issue.

Except in Ontario, the dealer registration requirement does not apply to any of the following in respect of a trade in a short-term debt instrument with a permitted client:

a bank listed in

Schedule I, II or III to the Bank Act (Canada);

an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473 (1) of that Act;

a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or of a jurisdiction in Canada to carry on business in Canada or in any jurisdiction in Canada, as the case may be;

the Business Development Bank of Canada;

The exemption under subsection (2) is not available to a person or company if the short-term debt instrument is convertible or exchangeable into, or accompanied by a right to purchase, another security other than another short-term debt instrument.

[en. B.C. Reg. 238/2014, App. E, s. 3.]

Exemptions from Adviser Registration

General condition to adviser registration requirement exemptions

8.22.2

The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction in a category of registration that permits the person or company to act as an adviser in respect of the activities for which the exemption is provided.

[en. B.C. Reg. 238/2014, App. B, s. 29.]

Dealer without discretionary authority

8.23

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

in connection with a trade in a security that the dealer and the representative are permitted to make under his, her or its registration,

provided by the representative, and

not in respect of a managed account of the client.

IIROC members with discretionary authority

8.24

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 an investment dealer that is a member of IIROC and the advising activities are conducted in accordance with the rules of IIROC.

[am. B.C. Reg. 210/2017, Sch. A, s. 11.]

Advising generally

8.25

For the purposes of subsections (3) and (4), financial or other interest includes the following:

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

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

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

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

a financial arrangement with any underwriter or other person or company who has any interest in the security.

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.

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:

the person or company;

any partner, director or officer of the person or company;

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.

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.

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).

International adviser

8.26

Despite

section 1.2, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a reference to "securities" in this

section excludes "exchange contracts".

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

a security issued by a government of a foreign jurisdiction.

The adviser registration requirement does not apply to a person or company if either of the following applies:

the person or company provides advice on a foreign security to a permitted client that is not registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

the person or company provides advice on a security that is not a foreign security and the advice is incidental to the advice referred to in paragraph (a).

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

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

the adviser is registered in a category of registration, 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, 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;

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;

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

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

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

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

iii

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

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

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

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

A person or company that relied on the exemption in subsection (3) during the 12-month period preceding December 1 of a year must notify the regulator or, in Qu bec, the securities regulatory authority of that fact by December 1 of that year.

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 .

[am. B.C. Regs. 121/2011, Sch. A, ss. 31 and 32; 238/2014, App. B, s. 30; 210/2017, Sch. A, s. 12.]

International sub-adviser

8.26.1

The adviser registration requirement does not apply to a sub-adviser if all of the following apply:

the obligations and duties of the sub-adviser are set out in a written agreement with the registered adviser or registered dealer;

the registered adviser or registered dealer has entered into a written agreement with its clients on whose behalf investment advice is or portfolio management services are to be provided, agreeing to be responsible for any loss that arises out of the failure of the sub-adviser

to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the registrant and each client of the registrant for whose benefit the advice is or portfolio management services are to be provided, or

to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances.

The exemption under subsection (1) is not available unless all of the following apply:

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

the sub-adviser is registered in a category of registration, 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, 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;

the sub-adviser engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located.

[en. B.C. Reg. 238/2014, App. B, s. 31.]

Exemptions from Investment Fund Manager Registration

General condition to investment fund manager registration requirement exemptions

8.26.2

The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction as an investment fund manager.

[en. B.C. Reg. 238/2014, App. B, s. 32.]

Private investment club

8.27

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:

the fund has no more than 50 beneficial security holders;

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

the fund does not distribute and has never distributed its securities to the public;

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;

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.

Capital accumulation plan

8.28

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, that permits a plan member to make investment decisions among two or more investment options offered within the plan, and in Qu bec and Manitoba, includes a simplified pension plan;

plan member means a person that has assets in a capital accumulation plan;

plan service provider means a person that provides services to a plan sponsor to design, establish, or operate a capital accumulation plan; and

plan sponsor means an employer, trustee, trade union or association or a combination of them that establishes a capital accumulation plan, and includes a plan service provider to the extent that the plan sponsor has delegated its responsibilities to the plan service provider.

The investment fund manager registration requirement does not apply to a plan sponsor or their plan service provider in respect of activities related to a capital accumulation plan.

[en. B.C. Reg. 238/2014, App. B, s. 33.]

Private investment fund — loan and trust pools

8.29

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:

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;

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

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

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.

This

section does not apply in Ontario.

[am. B.C. Reg. 121/2011, Sch. A, s. 33.]

Mobility Exemption — Firms

Client mobility exemption — firms

8.30

The dealer registration requirement and the adviser registration requirement do not apply to a person or company if all of the following apply:

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

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;

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;

the person or company complies with Parts 13 [Dealing with Clients — Individuals and Firms] and 14 [Handling Client Accounts — Firms] ;

the person or company deals fairly, honestly and in good faith in the course of its dealings with an eligible client.

[am. B.C. Reg. 238/2014, App. B, s. 34.]

Membership in a Self-regulatory Organization

IIROC membership for investment dealers

9.1

An investment dealer must not act as a dealer unless the investment dealer is a "dealer member", as defined under the rules of IIROC.

[am. B.C. Reg. 238/2014, App. B, s. 35.]

MFDA membership for mutual fund dealers

9.2

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.

Exemptions from certain requirements for IIROC members

9.3

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

section 12.1 [capital requirements] ;

section 12.2 [subordination agreement] ;

section 12.3 [insurance — dealer] ;

section 12.6 [global bonding or insurance] ;

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

section 12.10 [annual financial statements] ;

section 12.11 [interim financial information] ;

section 12.12 [delivering financial information — dealer] ;

subsection 13.2 (3) [know your client] ;

section 13.3 [suitability determination] ;

j.1

section 13.3.1 [waivers] ;

section 13.12 [restriction on borrowing from, or lending to, clients] ;

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

l.1

section 13.15 [handling complaints] ;

subsections 14.2 (2) to (6) [relationship disclosure information] ;

m.1

section 14.2.1 [pre-trade disclosure of charges] ;

m.2

section 14.5.2 [restriction on self-custody and qualified custodian requirement] ;

m.3

section 14.5.3 [cash and securities held by a qualified custodian] ;

section 14.6 [client and investment fund assets held by a registered firm in trust] ;

n.1

section 14.6.1 [custodial provisions relating to certain margin or security interests];

n.2

section 14.6.2 [custodial provisions relating to short sales] ;

o)-(p

Repealed. [B.C. Reg. 210/2017, Sch. B, s. 4 (d).]

p.1

section 14.11.1 [determining market value] ;

section 14.12 [content and delivery of trade confirmation] ;

section 14.14 [account statements] ;

section 14.14.1 [additional statements] ;

section 14.14.2 [security position cost information] ;

section 14.17 [report on charges and other compensation] ;

section 14.18 [investment performance report] ;

section 14.19 [content of investment performance report] ;

section 14.20 [delivery of report on charges and other compensation and investment performance report] .

1.1

Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1) (

a) to (

x) if the registered firm complies with the corresponding IIROC Provisions that are in effect.

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

section 12.3 [insurance — dealer] ;

section 12.6 [global bonding or insurance] ;

section 12.12 [delivering financial information — dealer] ;

subsection 13.2 (3) [know your client] ;

section 13.3 [suitability determination] ;

e.1

section 13.3.1 [waivers] ;

section 13.12 [restriction on borrowing from, or lending to, clients] ;

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

section 13.15 [handling complaints] ;

subsections 14.2 (2) to (6) [relationship disclosure information] ;

i.1

section 14.2.1 [pre-trade disclosure of charges] ;

i.2

section 14.5.2 [restriction on self-custody and qualified custodian requirement] ;

i.3

section 14.5.3 [cash and securities held by a qualified custodian] ;

section 14.6 [client and investment fund assets held by a registered firm in trust] ;

j.1

section 14.6.1 [custodial provisions relating to certain margin or security interests] ;

j.2

section 14.6.2 [custodial provisions relating to short sales] ;

k)-(l

Repealed. [B.C. Reg. 210/2017, Sch. B, s. 5 (d).]

l.1

section 14.11.1 [determining market value] ;

section 14.12 [content and delivery of trade confirmation] ;

section 14.17 [report on charges and other compensation] ;

section 14.18 [investment performance report] ;

section 14.19 [content of investment performance report] ;

section 14.20 [delivery of report on charges and other compensation and investment performance report] .

2.1

Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2) (

a) to (

q) if the registered firm complies with the corresponding IIROC Provisions that are in effect.

[en. B.C. Reg. 121/2011, Sch. A, s. 34; am. B.C. Regs. 27/2012, s. 3; 238/2014, App. B, s. 36; 210/2017, Sch. A, ss. 13 to 16 and Sch. B, ss. 4 and 5; 288/2019, Sch. B, ss. 5 and 6.]

Exemptions from certain requirements for MFDA members

9.4

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

section 12.1 [capital requirements] ;

section 12.2 [subordination agreement] ;

section 12.3 [insurance — dealer] ;

section 12.6 [global bonding or insurance] ;

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

section 12.10 [annual financial statements] ;

section 12.11 [interim financial information] ;

section 12.12 [delivering financial information — dealer] ;

section 13.3 [suitability determination] ;

i.1

section 13.3.1 [waivers] ;

section 13.12 [restriction on borrowing from, or lending to, clients] ;

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

section 13.15 [handling complaints] ;

subsections 14.2 (2), (3) and (5.1) [relationship disclosure information] ;

m.1

section 14.2.1 [pre-trade disclosure of charges] ;

m.2

section 14.5.2 [restriction on self-custody and qualified custodian requirement] ;

m.3

section 14.5.3 [cash and securities held by a qualified custodian] ;

section 14.6 [client and investment fund assets held by a registered firm in trust] ;

n.1

section 14.6.1 [custodial provisions relating to certain margin or security interests] ;

n.2

section 14.6.2 [custodial provisions relating to short sales] ;

o)-(p

Repealed. [B.C. Reg. 210/2017, Sch. B, s. 6 (d).]

p.1

section 14.11.1 [determining market value] ;

section 14.12 [content and delivery of trade confirmation] ;

section 14.14 [account statements] ;

section 14.14.1 [additional statements] ;

section 14.14.2 [security position cost information] ;

section 14.17 [report on charges and other compensation] ;

section 14.18 [investment performance report] ;

section 14.19 [content of investment performance report] ;

section 14.20 [delivery of report on charges and other compensation and investment performance report] .

1.1

Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1) (

a) to (

x) if the registered firm complies with the corresponding MFDA Provisions that are in effect.

1.2

In Qu bec, the requirements listed in paragraphs (

a) to (g), paragraphs (

i) to (

m) and paragraphs (p.1) to (

x) of subsection (1) do not apply to a mutual fund dealer to the extent equivalent requirements to those listed in these subparagraphs are applicable to the mutual fund dealer under the regulations in Qu bec.

1.3

Despite subsections (1) and (2), in Qu bec, only the exemptions from the requirements specified in paragraphs (m.2), (m.3), (n), (n.1) and (n.2) of subsection (1) apply to a mutual fund dealer that is a member of the MFDA if the mutual fund dealer complies with the corresponding MFDA provisions that are in effect.

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

section 12.3 [insurance — dealer] ;

section 12.6 [global bonding or insurance] ;

section 13.3 [suitability determination] ;

c.1

section 13.3.1 [waivers] ;

section 13.12 [restriction on borrowing from, or lending to, clients] ;

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

section 13.15 [handling complaints] ;

subsections 14.2 (2), (3) and (5.1) [relationship disclosure information] ;

g.1

section 14.2.1 [pre-trade disclosure of charges] ;

g.2

section 14.5.2 [restriction on self-custody and qualified custodian requirement] ;

g.3

section 14.5.3 [cash and securities held by a qualified custodian] ;

section 14.6 [client and investment fund assets held by a registered firm in trust] ;

h.1

section 14.6.1 [custodial provisions relating to certain margin or security interests] ;

h.2

section 14.6.2 [custodial provisions relating to short sales] ;

i)-(j

Repealed. [B.C. Reg. 210/2017, Sch. B, s. 7 (d).]

j.1

section 14.11.1 [determining market value] ;

section 14.12 [content and delivery of trade confirmation] ;

section 14.17 [report on charges and other compensation] ;

section 14.18 [investment performance report] ;

section 14.19 [content of investment performance report] ;

section 14.20 [delivery of report on charges and other compensation and investment performance report] .

2.1

Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2) (

a) to (

o) if the registered firm complies with the corresponding MFDA Provisions that are in effect.

3)-(4

Repealed. [B.C. Reg. 288/2019, Sch. B, s. 10.]

[en. B.C. Reg. 121/2011, Sch. A, s. 35; am. B.C. Regs. 27/2012, s. 4; 238/2014, App. B, s. 36; 210/2017, Sch. A, ss. 17 to 20 and Sch. B, ss. 6 and 7; 288/2019, Sch. B, ss. 7 to 10.]

Suspension and Revocation of Registration — Firms

When a Firm's Registration Is Suspended

Failure to pay fees

10.1

In this section, annual fees means

in Alberta, the fees required under

section 5 of ASC Rule 13-501 Fees ,

in British Columbia, the annual fees required under

section 22 of the Securities Regulation, B.C. Reg. 196/97,

in Manitoba, the fees required under paragraph 1. (2) (

a) of the Manitoba Fee Regulation, M.R. 491/88R,

in New Brunswick, the fees required under

section 2.2 (

c) of Local Rule 11-501 Fees ,

in Newfoundland and Labrador, the fees required under

section 143 of the Securities Act ,

in Nova Scotia, the fees required under

Part XIV of the Regulations,

in Northwest Territories, the fees required under sections 1 (

c) and 1 (

e) of the Securities Fee Regulations, R-066-2008,

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,

in Prince Edward Island, the fees required under

section 175 of the Securities Act R.S.P.E.I., Cap. S-3.1,

in Qu bec, the fees required under

section 271.5 of the Qu bec Securities Regulation,

in Saskatchewan, the annual registration fees required under

section 176 of The Securities Regulations (Saskatchewan), and

in Yukon, the fees required under O.I.C. 2009/66, pursuant to

section 168 of the Securities Act .

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.

[am. B.C. Regs. 238/2014, App. B, s. 37; 210/2017, Sch. A, s. 21.]

If IIROC membership is revoked or suspended

10.2

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.

If MFDA membership is revoked or suspended

10.3

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.

Activities not permitted while a firm's registration is suspended

10.4

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.

Revoking a Firm's Registration

Revocation of a suspended registration — firm

10.5

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.

Exception for firms involved in a hearing or proceeding

10.6

Despite

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

[am. B.C. Reg. 121/2011, Sch. A, s. 36.]

Application of

Part 10 in Ontario

10.7

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.

Internal Controls and Systems

Compliance

Compliance system

11.1

A registered firm must establish, maintain and apply policies and procedures that establish a system of controls and supervision sufficient to

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

manage the risks associated with its business in accordance with prudent business practices.

A registered firm must provide training to its registered individuals on compliance with securities legislation including, without limitation, the obligations under sections 13.2, 13.2.1, 13.3, 13.4 and 13.4.1.

[am. B.C. Reg. 288/2019, Sch. B, s. 11.]

Designating an ultimate designated person

11.2

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] .

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

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

the sole proprietor of the registered firm;

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

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.

[am. B.C. Reg. 121/2011, Sch. A, s. 37.]

Designating a chief compliance officer

11.3

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] .

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:

an officer or partner of the registered firm;

the sole proprietor of the registered firm.

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.

[am. B.C. Reg. 238/2014, App. B, s. 38.]

Providing access to the board of directors

11.4

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.

Books and Records

General requirements for records

11.5

A registered firm must maintain records to

accurately record its business activities, financial affairs, and client transactions, and

demonstrate the extent of the firm's compliance with applicable requirements of securities legislation.

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

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

permit determination of the registered firm's capital position;

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

demonstrate compliance with internal control procedures;

demonstrate compliance with the firm's policies and procedures;

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

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;

provide an audit trail for

client instructions and orders, and

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

permit the generation of account activity reports for clients;

provide securities pricing as may be required by securities legislation;

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

demonstrate compliance with sections 13.2, 13.2.01, 13.2.1 and 13.3;

demonstrate compliance with complaint-handling requirements;

document correspondence with clients;

document compliance, training and supervision actions taken by the firm;

demonstrate compliance with

Part 13, Division 2 [Conflicts of Interest] ;

document

the firm's sales practices, compensation arrangements and incentive practices, and

other compensation arrangements and incentive practices from which the firm or its registered individuals, or any affiliate or associate of that firm, benefit;

demonstrate compliance with

section 13.18 [misleading communications];

demonstrate compliance with

section 13.19.

[am. B.C. Regs. 288/2019, Sch. B, s. 12; 341/2021, Sch., s. 3.]

11.6

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

for 7 years from the date the record is created,

in a safe location and in a durable form, and

in a manner that permits it to be provided to the regulator or, in Qu bec, the securities regulatory authority in a reasonable period of time.

A record required to be provided to the regulator or, in Qu bec, the securities regulatory authority must be provided in a format that is capable of being read by the regulator or the securities regulatory authority.

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).

[am. B.C. Reg. 121/2011, Sch. A, ss. 38 and 39.]

Certain Business Transactions

Tied settling of securities transactions

11.7

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.

Tied selling

11.8

A dealer, adviser or investment fund manager must not require another person or company

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

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.

Registrant acquiring a registered firm's securities or assets

11.9

A registrant must give the regulator or, in Qu bec, the securities regulatory authority written notice in accordance with subsection (2) if it proposes to acquire any of the following:

for the first time, direct or indirect ownership, beneficial or otherwise, of 10% or more of the voting securities or other securities convertible into voting securities of

a firm registered in any jurisdiction of Canada or any foreign jurisdiction, or

a person or company of which a firm registered in any jurisdiction of Canada or any foreign jurisdiction is a subsidiary;

all or a substantial part of the assets of a firm registered in any jurisdiction of Canada or any foreign jurisdiction.

The notice required under subsection (1) must be delivered to the regulator or, in Qu bec, the securities regulatory authority at least 30 days before the proposed acquisition and must include all relevant facts regarding the acquisition sufficient to enable the regulator or the securities regulatory authority to determine if the acquisition is

likely to give rise to a conflict of interest,

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

inconsistent with an adequate level of investor protection, or

otherwise prejudicial to the public interest.

Repealed. [B.C. Reg. 238/2014, App. B, s. 39 (b).]

Except in Ontario and British Columbia, if, within 30 days of the receipt of a notice under subsection (1), the regulator or, in Qu bec, the securities regulatory authority notifies the registrant making the acquisition that the regulator or, in Qu bec, the securities regulatory authority objects to the acquisition, the acquisition must not occur until the regulator or the securities regulatory authority approves it.

In Ontario, if, within 30 days of the receipt of a notice under subparagraph (1) (a) (

i) or paragraph (1) (b), 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.

Following receipt of a notice of objection under subsection (4) or (5), the person or company who submitted the notice under subsection (1) may request an opportunity to be heard on the matter by the regulator or, in Qu bec, the securities regulatory authority objecting to the acquisition.

[en. B.C. Reg. 121/2011, Sch. A, s. 40; am. B.C. Reg. 238/2014, App. B, s. 39.]

Registered firm whose securities are acquired

11.10

A registered firm must give the regulator or, in Qu bec, the securities regulatory authority written notice in accordance with subsection (2) if it knows or has reason to believe that any person or company, alone or in combination with any other person or company, is about to acquire, or has acquired, for the first time, direct or indirect ownership, beneficial or otherwise, of 10% or more of the voting securities or other securities convertible into voting securities of any of the following:

the registered firm;

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

The notice required under subsection (1) must

be delivered to the regulator or, in Qu bec, the securities regulatory authority as soon as possible,

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

include all facts that to the best of the registered firm's knowledge after reasonable inquiry regarding the acquisition are sufficient to enable the regulator or the securities regulatory authority to determine if the acquisition is

likely to give rise to a conflict of interest,

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

iii

inconsistent with an adequate level of investor protection, or

otherwise prejudicial to the public interest.

Repealed. [B.C. Reg. 238/2014, App. B, s. 40 (c).]

This

section does not apply if notice of the acquisition was provided under

section 11.9 [registrant acquiring a registered firm's securities or assets] .

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

In Ontario, if, within 30 days of the receipt of a notice under paragraph (1) (a), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition