NATIONAL INSTRUMENT 14-101

DEFINITIONS

 

 

PART 1 – DEFINITIONS AND INTERPRETATION

 

 

Definitions and interpretation

1.1(1)               Every term that is defined or interpreted in the statute of the local jurisdiction referred to in Appendix B, the definition or interpretation of which is not restricted to a specific portion of the statute, has, if used in a national instrument or multilateral instrument, the meaning ascribed to it in that statute unless the context otherwise requires.

 

1.1(2)               A provision or reference within a provision of a national instrument or multilateral instrument that specifically refers by name to one or more jurisdictions other than the local jurisdiction shall not have any effect in the local jurisdiction, unless otherwise stated in the national instrument or multilateral instrument.

 

1.1(3)               In a national instrument or multilateral instrument

 

"1933 Act" means the Securities Act of 1933 of the United States of America, as amended from time to time;

 

"1934 Act" means the Securities Exchange Act of 1934 of the United States of America, as amended from time to time;

 

"adviser registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an adviser unless the person or company is registered in the appropriate category of registration under securities legislation;

 

"blanket rulings and orders" means rulings and orders issued under Canadian securities legislation in certain jurisdictions that are applicable to a class of persons, trades, intended trades, securities, exchange contracts or transactions;

 

"Canadian financial institution" means a bank, loan corporation, trust company, insurance company, treasury branch, credit union or caisse populaire that, in each case, is authorized to carry on business in Canada or a jurisdiction, or the Confédération des caisses populaires et d'économie Desjardins du Québec;

 

"Canadian GAAP" means generally accepted accounting principles determined with reference to the Handbook;

 

"Canadian GAAS" means generally accepted auditing standards determined with reference to the Handbook;

 

"Canadian securities directions" means the instruments listed in Appendix A;

 

"Canadian securities legislation" means the statutes and the other instruments listed in Appendix B;

 

"Canadian securities regulatory authorities" means the securities commissions and similar regulatory authorities listed in Appendix C;

 

"CIPF" means the Canadian Investor Protection Fund;

 

"CSA" means the Canadian Securities Administrators; "dealer registration requirement" means:

 

(a) in every jurisdiction except British Columbia, Manitoba and New Brunswick, the requirement in securities legislation that prohibits a person or company from acting as a dealer unless that person or company is registered in the appropriate category of registration under securities legislation, and

 

(b) in British Columbia, Manitoba and New Brunswick, the requirement in securities legislation that prohibits a person or company from trading in a security unless that person or company is registered in the appropriate category of registration under securities legislation;

 

"equity security" has the meaning ascribed to that term in securities legislation;

 

"exchange contract" means, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a derivative:

 

(a) that is traded on an exchange;

 

(b) that has standardized terms and conditions determined by that exchange; and

 

(c) for which a clearing agency substitutes, through novation or otherwise, the credit of the clearing agency for the credit of the parties to the derivative;

 

"foreign jurisdiction" means a country other than Canada or a political subdivision of a country other than Canada;

 

"Handbook" means the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time;

 

"IFRS" means the standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time;

 

"implementing law of a jurisdiction" means, for a local jurisdiction, a regulation, rule, ruling or order of the Canadian securities regulatory authority that implements a national instrument or multilateral instrument in the local jurisdiction;

 

"insider reporting requirement" means

 

(a) a requirement to file insider reports under Parts 3 and 4 of National Instrument 55-104 Insider Reporting Requirements and Exemptions;

 

(b) a requirement to file insider reports under any provisions of Canadian securities legislation substantially similar to Parts 3 and 4 of National Instrument 55-104 Insider Reporting Requirements and Exemptions; and

 

(c) a requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI);

 

"International Standards on Auditing" means auditing standards set by the International Auditing and Assurance Standards Board, as amended from time to time;

 

"investment fund manager registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an investment fund manager unless the person or company is registered in the appropriate category of registration under securities legislation;

 

"issuer bid" has the meaning ascribed to that term in securities legislation;

 

"ITA" means the Income Tax Act (Canada);

 

"jurisdiction" or "jurisdiction of Canada" means a province or territory of Canada except when used in the term foreign jurisdiction;

 

"local jurisdiction" means, in a national instrument or multilateral instrument adopted or made by a Canadian securities regulatory authority, the jurisdiction in which the Canadian securities regulatory authority is situate;

 

"networking notice requirement" means the requirement in securities legislation that a registrant give written notice to the securities regulatory authority or regulator before entering into a networking arrangement;

 

"person or company", for the purpose of a national instrument or multilateral instrument, means,

 

(a) in British Columbia, a "person" as defined in section 1(1) of the Securities Act (British Columbia);

 

(b) in New Brunswick, a "person" as defined in section 1(1) of the Securities Act (New Brunswick);

 

(c) in the Northwest Territories, a "person" as defined in section 1 of the Securities Act (Northwest Territories);

 

(c.1) in Nunavut, a "person" as defined in section 1 of the Securities Act (Nunavut);

 

(d) in Prince Edward Island, a "person" as defined in section 1 of the Securities Act (Prince Edward Island);

 

(e) in Québec, a "person" as defined in section 5.1 of the Securities Act (Québec); and

 

(f) in Yukon Territory, a "person" as defined in section 1 of the Securities Act (Yukon Territory);

 

"prospectus requirement" means the requirement in securities legislation that prohibits a person or company from distributing a security unless a preliminary prospectus and prospectus for the security have been filed and the regulator has issued receipts for them;

 

"provincial and territorial securities directions" means the instruments listed in Appendix A;

 

"provincial and territorial securities legislation" means the statutes and the other instruments listed in Appendix B;

 

"provincial and territorial securities regulatory authorities" means the securities commissions and similar regulatory authorities listed in Appendix C;

 

"registration requirement" means all of the following:

 

(a) the adviser registration requirement,

 

(b) the dealer registration requirement,

 

(c) the investment fund manager registration requirement, and

 

(d) the underwriter registration requirement;

 

"regulator" means, for the local jurisdiction, the person referred to in Appendix D opposite the name of the local jurisdiction;

 

"SEC" means the Securities and Exchange Commission of the United States of America;

 

"securities directions" means, for the local jurisdiction, the instruments listed in Appendix A opposite the name of the local jurisdiction;

 

"securities legislation" means, for the local jurisdiction, the statute and other instruments listed in Appendix B opposite the name of the local jurisdiction;

 

"securities regulatory authority" means, for the local jurisdiction, the securities commission or similar regulatory authority listed in Appendix C opposite the name of the local jurisdiction;

 

"SRO" means a self-regulatory organization, a self-regulatory body or an exchange.

 

"take-over bid" has the meaning ascribed to that term in securities legislation;

 

"underwriter registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an underwriter unless the person or company is registered in the appropriate category of registration under securities legislation; and

 

"U.S. federal securities law" means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time;

 

 

PART 2 – EFFECTIVE DATE

 

 

[Note: This unofficial consolidation does not include PART 2, which contains the original historical coming-into-force provision for this Instrument.]

 

 

 

 

 

 

 

 

 

National Instrument 14-101

Definitions

 

Appendix A

 

Provincial and Territorial Securities Directions/Canadian Securities Directions LOCAL JURISDICTION                                                            Instruments

Alberta                                                 The policy statements and the written interpretations issued by the securities regulatory authority.

 

British Columbia                                   The policy statements and the written interpretations issued by the securities regulatory authority.

 

Manitoba                                              The policy statements and the written interpretations issued by the securities regulatory authority.

 

New Brunswick                                              The policy statements and the written interpretations issued by the securities regulatory authority.

 

Newfoundland                                                The policy statements and the written interpretations issued by the securities regulatory authority.

 

Northwest Territories                             The policy statements and the written interpretations issued

by the securities regulatory authority.

 

Nova Scotia                                          The policy statements and the written interpretations issued by the securities regulatory authority.

 

Nunavut                                                The policy statements and the written interpretations issued by the securities regulatory authority.

 

Ontario                                                 None.

 

Prince Edward Island                             The policy statements and the written interpretations issued

by the securities regulatory authority.

 

Quebec                                                 The policy statements and the written interpretations issued by the securities regulatory authority.

 

Saskatchewan                                        The policy statements and the written interpretations issued by the securities regulatory authority.

 

Yukon Territory                                             The policy statements and the written interpretations issued by the securities regulatory authority.

National Instrument 14-101

Definitions

 

Appendix B

 

Provincial and Territorial Securities Legislation/Canadian Securities Legislation

LOCAL JURISDICTION                         Statute and Other Instruments

Alberta                                                     Securities Act and the regulations and rules under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

British Columbia                                       Securities Act and the regulations, rules and forms under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

Manitoba                                                  The Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

New Brunswick                                         Securities Act and the regulations under that Act and the orders issued by the securities regulatory authority.

 

Newfoundland                                           Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

Northwest Territories                                 Securities Act and the regulations under that Act and the

blanket rulings and orders issued by the securities regulatory authority.

 

Nova Scotia                                              Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

Nunavut                                                   Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

Ontario                                                     Securities Act and the regulations and rules under that Act.

 

Prince Edward Island                                 Securities Act and the regulations under that Act and the

blanket rulings and orders issued by the securities regulatory authority.

 

Quebec                                                     Securities Act, An Act respecting the Autorité des marchés financiers (R.S.Q., c. A-33.2), Derivatives Act (S.Q. 2008,

c. 24), the regulations under those Acts, and the blanket rulings and orders issued by the securities regulatory authority.

 

 

Saskatchewan                                            The Securities Act, 1988 and the regulations and rules under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

Yukon Territory                                        Securities Act and the regulations under that Act and the blanket rulings and orders issued by the securities regulatory authority.

 

 

 

National Instrument 14-101

Definitions

 

Appendix C

 

Provincial and Territorial Securities# Regulatory Authorities/
Canadian Securities Regulatory Authorities

 

LOCAL JURISDICTION                         Securities Regulatory Authority

 

Alberta                                                     Alberta Securities Commission

 

British Columbia                                        British Columbia Securities Commission

 

Manitoba                                                   The Manitoba Securities Commission

 

New Brunswick                                         New Brunswick Securities Commission

 

Newfoundland                                           Securities Commission of Newfoundland

 

Northwest Territories                                  Superintendent of Securities, Northwest Territories

 

Nova Scotia                                               Nova Scotia Securities Commission

 

Nunavut                                                    Superintendent of Securities, Nunavut

 

Ontario                                                     Ontario Securities Commission

 

Prince Edward Island                                 Superintendent of Securities, Prince Edward Island

 

Quebec                                                     Autorité des marchés financiers or, where applicable, the

Bureau de décision et de révision en valeurs mobilières

 

Saskatchewan                                            Saskatchewan Securities Commission

 

Yukon Territory                                         Superintendent of Securities, Yukon Territory

National Instrument 14-101

Definitions

 

Appendix D

 

Regulator

 

LOCAL JURISDICTION                         Regulator

 

Alberta                                                     Executive Director, as defined under section 1 of the
Securities Act (Alberta).

 

British Columbia                                       Executive Director, as defined under section 1 of the

Securities Act (British Columbia).

 

Manitoba                                                  Director, as defined under subsection 1(1) of The Securities Act   (Manitoba).

 

New Brunswick                                         Executive Director as defined in section 1 of the Securities Act    (New Brunswick).

 

Newfoundland                                           Director of Securities, designated under section 7 of the

Securities Act (Newfoundland).

 

Northwest Territories                                 Superintendent, as defined under section 1 of the Securities

Act (Northwest Territories).

 

Nova Scotia                                              Director, as defined under section 1 of the Securities Act

                                                               (Nova Scotia).

 

Nunavut                                                   Superintendent, as defined under section 1 of the Securities Act   (Nunavut)

 

Ontario                                                     Director, as defined under section 1 of the Securities Act                         (Ontario).

 

Prince Edward Island                                 Superintendent, as defined in section 1 of the Securities Act         (Prince Edward Island).

 

Quebec                                                     Autorité des marchés financiers.

 

Saskatchewan                                            Director, as defined in section 1 of The Securities Act, 1988        (Saskatchewan).

 

Yukon Territory                                        Superintendent, as defined in section 1 of the Securities Act         (Yukon Territory).