Short title

        1. This Act may be cited as the Securities Act.

1990 c48 s1

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Interpretation

        2. (1) In this Act

             (a)  "adviser" means a person or company engaging in or holding himself, herself or the company out as engaging in the business of advising in securities;

          (a.1)  "advising in securities " includes giving, offering or agreeing to give advice to another person or company about investing in or buying or selling securities;

             (b)  "associate", where used to indicate a relationship with a person or company, means

                      (i)  a company of which that person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company that are outstanding,

                     (ii)  a partner of that person or company,

                    (iii)  a trust or estate in which that person or company has a substantial beneficial interest or in relation to which that person or company serves as trustee or in a similar capacity,

                    (iv)  a relative of that person,

                     (v)  a person to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or

                    (vi)  a relative of a person mentioned in subparagraph (v) who has the same home as that person;

             (c)  "clearing agency" means a person or company that,

                      (i)  acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities,

                     (ii)  provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or

                    (iii)  provides centralized facilities as a depository of securities,

but does not include,

                    (iv)  the Canadian Payments Association or its successors,

                     (v)  a stock exchange or a quotation and trade reporting system,

                    (vi)  a registered dealer, or

                   (vii)  a bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse populaire that, in the normal course of its authorized business in Canada, engages in an activity described in subparagraph (i), but does not also engage in an activity described in subparagraph (ii) or (iii);

             (d)  [Rep. by 2004 c37 s1]

             (e)  "company" means a corporation, incorporated association, incorporated syndicate or other incorporated organization;

              (f)  "contract" includes a trust agreement, declaration of trust or other similar instrument;

             (g)  "contractual plan" means a contract or other arrangement for the purchase of shares or units of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any 1 of the payments as sales charges is larger than the amount that would have been deducted from that payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan;

             (h)  "contractual right of action" means a right of action against an issuer for rescission or damages, which right,

                      (i)  is available to an investor to whom an offering memorandum prospectus has been delivered by or on behalf of the seller of securities referred to in the offering memorandum prospectus if the offering memorandum prospectus contains a misrepresentation,

                     (ii)  is exercisable on notice given to the issuer not later than 90 days after the date on which payment was made for the securities or after the initial payment, where payments after the initial payment are made under a contractual commitment assumed before, or concurrently with, the initial payment,

                    (iii)  reasonably corresponds to the rights provided in section 130 applicable to a prospectus, and may be subject to defences equivalent to a defence available under subsection (2) of that section, and

                    (iv)  includes a provision stating that the right is in addition to another right or remedy available at law to the investor;

          (h.1)  "control person" means

                      (i)  a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

                     (ii)  a person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

              (i)  "dealer" means a person or company engaging in or holding himself, herself or the company out as engaging in the business of dealing in securities;

           (i.1)  "dealing in securities " includes

                      (i)  trading a security as principal or agent,

                     (ii)  acquiring a security as principal or agent or an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of that activity, and

                    (iii)  acting as an underwriter;

              (j)  "decision" means a direction, decision, order, ruling or other requirement made under a power or right conferred by this Act or the rules or under a delegation or other transfer of an extra-provincial authority under section 138.16;

           (j.1)  "deputy superintendent" means the Deputy Superintendent of Securities;

             (k)  "director" means a director of a company or an individual performing a similar function or occupying a similar position for a company or for any other person;

              (l)  "distribution", where used in relation to trading in securities, means

                      (i)  a trade in securities of an issuer that have not been previously issued,

                     (ii)  a trade by or on behalf of an issuer in previously issued securities of that issuer that have been redeemed or purchased by or donated to that issuer,

                    (iii)  a trade in previously issued securities of an issuer from the holdings of a person, company or combination of persons or companies holding a sufficient number of securities of that issuer to affect materially the control of that issuer, but holdings of a person, company or combination of persons or companies holding more than 20% of the outstanding voting securities of an issuer shall, in the absence of evidence to the contrary, be considered to affect materially the control of that issuer,

                    (iv)  a trade by or on behalf of an underwriter in securities which were acquired by that underwriter, acting as underwriter, before April 1, 1991 if those securities continued on that date to be owned by or for that underwriter so acting, and

                     (v)  a trade that is a distribution under the regulations,

and after March 31, 1991 includes a distribution as referred to in subsections 73(4), (5), (6) and (7), and also includes a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution and "distribute", distributed" and "distributing" have a corresponding meaning;

            (m)  "distribution company" means a person or company distributing securities under a distribution contract;

             (n)  "distribution contract" means a contract between a mutual fund or its trustees or other legal representative and a person or company under which that person or company is granted the right to purchase the shares or units of the mutual fund for distribution or to distribute the shares or units of the mutual fund on behalf of the mutual fund;

             (o)  "distribution to the public", where used in relation to trading in securities, means a distribution that is made for the purpose of distributing to the public securities issued by an issuer, whether the trades are made directly or indirectly to the public through an underwriter or otherwise;

             (p)  "financial intermediary" means

                      (i)  a bank to which the Bank Act (Canada ) applies,

                     (ii)  a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,

                    (iii)  an insurance company licensed under the Insurance Companies Act ,

                    (iv)  a credit union registered under the Co-operative Societies Act , and

                     (v)  a co-operative society to which the Co-operative Societies Act applies;

             (q)  "form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a security holder, becomes a proxy;

          (q.1)  "forward looking information" means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and includes future-oriented financial information with respect to prospective results of operations, financial position or cash flows that is represented either as a forecast or a projection;

              (r)  "individual" means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, or a natural person in his or her capacity as trustee, executor, administrator or other legal personal representative;

             (s)  "insider" means

                      (i)  a director or officer of an issuer,

                     (ii)  a director or officer of person or company that is itself an insider or subsidiary of an issuer,

                    (iii)  a person or company that has

                            (A)  beneficial ownership of, or control or direction over, directly or indirectly, or

                            (B)  a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, securities held by the person or company as underwriter in the course of a distribution,

                    (iv)  an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,

                     (v)  a person designated by order as an insider by the superintendent, or

                    (vi)  a person that is in a class of persons prescribed under section 144.1;

          (s.1)  "investor relations activities" means any activity or oral or written communication by or on behalf of an issuer or security holder of the issuer that promotes or reasonably could be expected to promote the purchase or sale of securities of the issuer, but does not include

                      (i)  the dissemination of information provided, or records prepared, in the ordinary course of the business of the issuer to promote the sale of products or services of the issuer or to raise public awareness of the issuer that cannot reasonably be considered to promote the purchase or sale of securities of the issuer,

                     (ii)  activities or communications necessary to comply with the requirements of the securities law of the province or the by-laws or other regulatory instruments or practices or policies of a stock exchange or self-regulatory organization or quotation and trade reporting system,

                    (iii)  communications by a publisher of, or writer for a newspaper, news magazine or business or financial publication that is of general and regulator paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

                            (A)  the communication is only through the newspaper, magazine or publication, and

                            (B)  the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or

                    (iv)  activities or communications that the superintendent may prescribe for the purpose of this definition;

              (t)  "issuer" means a person or company that has outstanding, issues or proposes to issue, a security;

           (t.1)  "investment fund" means a mutual fund or a non-redeemable investment fund;

           (t.2)  "investment fund manager" means a person or company who has the power to direct and exercises the responsibility of directing the affairs of an investment fund;

             (u)  "management company" means a person or company that provides investment advice, under a management contract;

             (v)  "management contract" means a contract under which a mutual fund is provided with investment advice, alone or together with administrative or management services, for valuable consideration;

          (v.1)  "market participant" means a registrant, a person or company exempted from the requirement to be registered under this Act by a ruling of the superintendent, a reporting issuer, a director, officer or promoter of a reporting issuer, a manager or custodian of assets, shares or units of a mutual fund, a recognized clearing agency, a recognized quotation and trade reporting system, a recognized stock exchange, a recognized self-regulatory organization, a transfer agent or registrar for securities of a reporting issuer, the Canadian Investor Protection Fund, the general partner of a market participant or another person or company or member of a class of persons or companies designated by the regulations;

            (w)  "material change" means

                      (i)  if used in relation to an issuer other than an investment fund,

                            (A)  a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer, or

                            (B)  a decision to implement a change referred to in clause (A) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable, and

                     (ii)  if used in relation to an issuer that is a investment fund,

                            (A)  a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or continue to hold a security of the issuer, or

                            (B)  a decision to implement a change referred to in clause (A) made

                                      (I)  by the directors of the issuer or by the directors of the investment fund manager of the issuer,

                                    (II)  by senior management of the issuer who believe that confirmation of the decision by the directors is probable, or

                                   (III )  by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the directors of the investment fund manager of the issuer is probable;

             (x)  "material fact", where used in relation to securities issued or proposed to be issued, means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of those securities;

             (y)  "minister" means the minister appointed under the Executive Council Act to administer this Act;

             (z)  "misrepresentation" means

                      (i)  an untrue statement of material fact, or

                     (ii)  an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

           (aa)  "mutual fund" includes an issuer of securities that entitle the holder to receive on demand, or within a specified period after demand, an amount calculated by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities;

          (bb)  "mutual fund in the province" means a mutual fund that is a reporting issuer or that is organized under the laws of the province but does not include a private mutual fund;

           (cc)  "offering memorandum prospectus" means a document purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of securities being sold in a distribution to which section 54 or section 63 would apply but for the availability of 1 or more of the exemptions contained in paragraph 73(1)(c), (d) or (p) or paragraph 54(3)(f), but does not include

                      (i)  a document setting out current information about an issuer for the benefit of prospective investors familiar with the issuer through prior investment or business contacts, or

                     (ii)  for the purpose of subsection 73(22), an annual report, interim report, information circular, takeover bid circular, issuer bid circular, prospectus or other document the content of which is prescribed by statute or regulation;

          (dd)  "officer" with respect to an issuer or registrant, means

                      (i)  a chair or vice-chair of the board of directors, a chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer and general manager,

                     (ii)  an individual who is designated as an officer under a bylaw or similar authority of the issuer or registrant, and

                    (iii)  an individual who performs functions for a person  or company similar to those normally performed by an individual referred to in subparagraph (i) or (ii);

           (ee)  "person" means an individual, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

            (ff)  "portfolio manager" means an adviser registered for the purpose of managing the investment portfolio of clients through discretionary authority granted by the clients;

          (gg)  "portfolio securities", where used in relation to a mutual fund, means securities held or proposed to be purchased by the mutual fund;

          (hh)  "private company" means a company in whose constating document

                      (i)  the right to transfer its shares is restricted,

                     (ii)  the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after termination of that employment to be, shareholders of the company, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder, and

                    (iii)  an invitation to the public to subscribe for its securities is prohibited;

             (ii)  "private mutual fund" means a mutual fund that is

                      (i)  operated as an investment club, where

                            (A)  its shares or units are held by not more than 50 persons and its indebtedness has never been offered to the public,

                            (B)  it does not pay or give remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and

                            (C)  all of its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations, or

                     (ii)  administered by a trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act, and consists of

                            (A)  a pooled fund maintained solely to serve registered retirement savings plans, registered home ownership savings plans, or other savings plans registered under the Income Tax Act (Canada), or

                            (B)  a pooled fund maintained by a trust company in which money belonging to various estates and trusts in its care are commingled, with the authority of the settlor, testator or trustee, for the purpose of facilitating investment where no general solicitations are made with a view to the sale of participations in the pooled fund;

             (jj)  "promoter" means

                      (i)  a person or company that, acting alone or in conjunction with 1 or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or

                     (ii)  a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a promoter within the meaning of this definition where that person or company does not otherwise take part in founding, organizing, or substantially reorganizing the business;

           (kk)  "proxy" means a completed and executed form of proxy by means of which a security holder has appointed a person or company as his or her nominee to attend and act for him or her and on his or her behalf at a meeting of security holders;

        (kk.1)  "quotation and trade reporting system" means a person or company that operates facilities that permit the dissemination of price quotations for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of registered dealers, but does not include a stock exchange or a registered dealer;

             (ll)  "recognized clearing agency" means a clearing agency recognized by the superintendent under section 25.1;

          (ll.1)  "recognized quotation and trade reporting system" means a quotation and trade reporting system recognized by the superintendent under section 25.2;

          (ll.2)  "recognized self-regulatory organization" means a self-regulatory organization recognized by the superintendent under section 25;

          (ll.3)  "recognized stock exchange" means a person or company recognized by the superintendent under section 24;

         (mm)  "register" means register under this Act and "registered" has a corresponding meaning;

          (nn)  "registrant" means a person or company registered or required to be registered under this Act;

          (oo)  "reporting issuer" means an issuer

                      (i)  that has

                            (A)  traded securities in the province under a prospectus filed and for which a receipt has been received, or

                            (B)  filed a securities exchange take-over bid circular

under this Act or a predecessor of this Act,

                     (ii)  to which the Corporations Act applies and which, for the purposes of that Act, is offering its securities to the public,

                    (iii)  that has exchanged its securities with another issuer or with the holders of the securities of that other issuer in connection with an amalgamation, merger, reorganization, arrangement or similar transaction if one of the parties to the amalgamation, merger, reorganization, arrangement or similar transaction was a reporting issuer at the time of the amalgamation, merger, reorganization, arrangement or similar transaction, or

                    (iv)  that the superintendent has ordered to be considered as a reporting issuer under section 84.1;

       (oo.1)  "rules" means the rules made under section 144.1;

          (pp)  [Rep. by 2008 c44 s1]

       (pp.1)  "securities law of the province" means this Act, the regulations and rules made under section 144.1, any extra-provincial securities laws adopted or incorporated by reference under section 138.18, and, with respect to a person or company, a decision of the superintendent to which that person or company is subject;

          (qq)  "security" includes

                      (i)  a document, instrument or writing commonly known as a security,

                     (ii)  a document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of a person or company,

                    (iii)  a document constituting evidence of an interest in an association of legatees or heirs,

                    (iv)  a document constituting evidence of an option, subscription or other interest in or to a security,

                     (v)  a bond, debenture, note or other evidence of indebtedness, share, stock, unit, unit certificate, participation certificate, certificate of share or interest, preorganization certificate or subscription other than a contract of insurance issued by an insurance company licensed under the Insurance Companies Act and an evidence of deposit issued by a bank to which the Bank Act (Canada) applies or by a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,

                    (vi)  an agreement 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, except a contract issued by an insurance company licensed under the Insurance Companies Act which provides for payment at maturity of an amount not less than 3/4 of the premiums paid by the purchaser for a benefit payable at maturity,

                   (vii)  an agreement providing that money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of a person or company,

                  (viii)  a certificate of share or interest in a trust, estate or association,

                    (ix)  a profit-sharing agreement or certificate,

                     (x)  a certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate,

                    (xi)  an oil or natural gas royalty or lease or fractional or other interest in an oil or natural gas royalty or lease,

                   (xii)  a collateral trust certificate,

                  (xiii)  an income or annuity contract not issued by an insurance company or an issuer within the meaning of the Investment Contracts Act ,

                  (xiv)  an investment contract,

                   (xv)  a document constituting evidence of an interest in a scholarship or educational plan or trust, and

                  (xvi)  a commodity futures contract or a commodity futures option that is not traded on a commodity futures exchange registered with or recognized by the superintendent or the form of which is not accepted by the superintendent under this Act,

whether or not 1 of the above relates to an issuer or proposed issuer;

       (qq.1)  "self-regulatory organization" means a person or company that is organized for the purpose of regulating the operations and standards of practice and business conduct of its members;

            (rr)  "senior officer" means

                      (i)  the chairperson or a vice-chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer or the general manager of a company or another individual who performs functions for an issuer similar to those normally performed by an individual occupying that office, and

                     (ii)  each of the 5 highest paid employees of an issuer, including an individual referred to in subparagraph (i);

         (rr.1)  "superintendent" means the Superintendent of Securities;

           (ss)  "trade" or "trading" includes

                      (i)  a sale or disposition of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, but does not include a purchase of a security or, except as provided in subparagraph (iv), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a genuine debt,

                     (ii)  participation as a trader in a transaction in a security through the facilities of a stock exchange or quotation and trade reporting system,

                    (iii)  receipt by a registrant of an order to buy or sell a security,

                    (iv)  a transfer, pledge or encumbrancing of securities of an issuer from the holdings of a person or company or combination of persons or companies described in subparagraph (l)(iii) for the purpose of giving collateral for a genuine debt, and

                     (v)  an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the above;

            (tt)  "underwriter" means a person or company who, as principal, agrees to purchase securities with a view to distribution or who, as agent, offers for sale or sells securities in connection with a distribution and includes a person or company who has a direct or indirect participation in that distribution, but does not include

                      (i)  a person or company whose interest in the transaction is limited to receiving the usual and customary distributor's or seller's commission payable by an underwriter or issuer,

                     (ii)  a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them,

                    (iii)  a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or

                    (iv)  a bank listed in Schedule I, II or III of the Bank Act (Canada) with respect to securities described in paragraph 36(2)(a) and to the banking transactions designated by a rule under section 144.1; and

          (uu)  "voting security" means a security other than a debt security of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

          (1.1)  For the purposes of this Act, the regulations and the rules, any of "derivatives", "future-oriented financial information", "going private transaction", "insider bid", "non-redeemable investment fund", "penny stocks", "related party transactions", and "reverse take-overs" may be defined in the regulations or the rules and if so defined shall have the defined meaning.

             (2)  A company is considered to be an affiliate of another company where 1 of them is the subsidiary of the other or where both are subsidiaries of the same company or where each of them is controlled by the same person or company.

             (3)  A company is considered to be controlled by another person or company or by 2 or more companies where

             (a)  voting securities of the first-mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the other companies; and

             (b)  the votes carried by the securities are entitled, where exercised, to elect a majority of the board of directors of the first-mentioned company.

             (4)  A company is considered to be a subsidiary of another company where

             (a)  it is controlled by

                      (i)  that other,

                     (ii)  that other and 1 or more companies each of which is controlled by that other, or

                    (iii)  2 or more companies each of which is controlled by that other; or

             (b)  it is a subsidiary of a company that is that other's subsidiary.

             (5)  A person is considered to own beneficially securities beneficially owned by a company controlled by him or her or by an affiliate of that company.

             (6)  A company is considered to own beneficially securities beneficially owned by its affiliates.

             (7)  Every management company and every distribution company of a mutual fund that is a reporting issuer and every insider of that management company or distribution company is considered to be an insider of the mutual fund.

          (7.1)  If an issuer becomes an insider of a reporting issuer, every director or officer of the issuer is considered to have been an insider of the reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the issuer.

          (7.2)  If a reporting issuer becomes an insider of any other reporting issuer, every director or officer of the second-mentioned reporting issuer is considered to have been an insider of the first-mentioned reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the second-mentioned reporting issuer.

             (8)  [Rep. by 2006 c42 s1]

             (9)  [Rep. by 2006 c42 s1]

1990 c48 s2; 2001 c37 s1; 2001 cN-3.1 s2; 2004 c37 s1; 2006 c42 s1; 2007 cS-13.01 s111; 2007 cT-9.1 s5; 2008 c44 s1

PART I
SUPERINTENDENT OF SECURITIES

2004 c37 s2

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Superintendent of Securities

        3. The Lieutenant-Governor in Council shall appoint a Superintendent of Securities to administer and enforce this Act and the regulations.

2004 c37 s2

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Rep. by 2004 c37 s3

        4. [Rep. by 2004 c37 s3]

2004 c37 s3

PART II
FINANCIAL DISCLOSURE ADVISORY BOARD

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Financial Disclosure Advisory Board

        5. (1) The Lieutenant-Governor in Council may appoint a Financial Disclosure Advisory Board and may designate 1 of the members to be chairperson.

             (2)  The Financial Disclosure Advisory Board shall meet when requested to do so by the superintendent.

             (3)  The Financial Disclosure Advisory Board shall, when requested to by the superintendent, consult with and advise the superintendent concerning the financial disclosure requirements of the securities law of the province.

             (4)  The members of the Financial Disclosure Advisory Board shall serve without remuneration, but the Lieutenant-Governor in Council may fix a daily allowance to be payable to each member, and a member is entitled to his or her reasonable and necessary expenses, as certified by the chairperson, for attending at meetings and transacting the business of the board.

1990 c48 s5; 2001 c37 s4; 2004 c37 s4

PART III
APPOINTMENT OF EXPERTS

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Rep. by 2004 c37 s5

        6. [Rep. by 2004 c37 s5]

2004 c37 s5

PART IV
DEPUTY SUPERINTENDENT OF SECURITIES

2004 c37 s6

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Deputy Superintendent of Securities

        7. The Lieutenant-Governor in Council may appoint a Deputy Superintendent of Securities

             (a)  to act in place of the superintendent in his or her absence or incapacity; and

             (b)  to exercise the powers and perform the duties vested in or imposed upon the superintendent by this Act or the regulations that are assigned by the superintendent.

2004 c37 s6

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Refunds

        8. Where

             (a)  an application for registration or renewal of registration is abandoned; or

             (b)  a preliminary prospectus or prospectus is withdrawn,

the superintendent may, upon the application of the person or company who made the application or filed the preliminary prospectus or prospectus, recommend to the Minister of Finance that a refund of the fee paid on the making of the application or the filing of the preliminary prospectus or prospectus or a part of the fee that the superintendent considers reasonable be made, and the Minister of Finance may make the refund from the Consolidated Revenue Fund.

1990 c48 s8; 2004 c37 s7

PART V
ADMINISTRATIVE PROCEEDINGS,
REVIEWS AND APPEALS

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Rep. by 2004 c37 s8

        9. [Rep. by 2004 c37 s8]

2004 c37 s8

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Appeal

      10. A person or company directly affected by a decision of the superintendent, other than a decision under section 75, may, in accordance with the Financial Services Appeal Board Act , appeal that decision to the board established under that Act.

2005 cF-9.1 s17

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Rep. by 2004 c37 s10

      11. [Rep. by 2004 c37 s10]

2004 c37 s10

PART VI
INVESTIGATIONS AND EXAMINATIONS

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Investigation order

      12. (1) The superintendent may, by order, appoint a person to make any investigation that the superintendent considers necessary

             (a)  for the administration of the securities law of the province;

             (b)  to assist in the administration of the securities laws of another jurisdiction;

             (c)  with respect to matters relating to trading in securities in the province; or

             (d)  with respect to matters in the province relating to trading in securities in another jurisdiction.

             (2)  An order under this section shall describe the matter to be investigated.

             (3)  For the purposes of an investigation under this section, a person appointed to make the investigation may investigate and inquire into,

             (a)  the affairs of the person or company in respect of which the investigation is being made, including trades, communications, negotiations, transactions, investigations, loans, borrowings or payments to, by, on behalf of, or in relation to or connected with the person or company and property, assets or things owned, acquired or alienated in whole or in part by the person or company or by another person or company acting on behalf of or as agent for the person or company; and

             (b)  the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the person or company, and a relationship that may at any time exist or have existed between the person or company and another person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the loaning or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or other relationship.

             (4)  For the purposes of an investigation under this section, a person appointed to make the investigation may examine documents or other things, whether they are in the possession or control of the person or company in respect of which the investigation is ordered or of another person or company.

             (5)  Notwithstanding subsection (1), the minister may, by order, appoint one or more persons to make an investigation as the minister considers expedient,

             (a)  for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

             (b)  to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

             (6)  A person appointed under subsection (5) has, for the purpose of the investigation, the same authority, powers, rights and privileges as a person appointed under subsection (1).

2001 c37 s7; 2004 c37 s11; 2008 c44 s2

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Financial examination order

      13. (1) The superintendent may, by order, appoint one or more persons to make an examination of the financial affairs of a market participant as he or she considers expedient,

             (a)  for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

             (b)  to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

             (2)  An order under subsection (1) shall describe the matter to be examined.

             (3)  For the purposes of an examination under this section, a person appointed to conduct the examination may examine documents or other things, whether they are in the possession or control of the market participant or another person or company.

2001 c37 s7; 2004 c37 s12

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Power of investigator or examiner

      14. (1) A person making an investigation or examination under section 12 or 13 has the same power to summon and enforce the attendance of a person and to compel him or her to testify on oath or otherwise, and to summon and compel a person or company to produce documents and other things, as is vested in a judge of the Trial Division, and the refusal of a person to attend or to answer questions or of a person or company to produce documents or other things as are in his, her or its custody or possession makes the person or company liable to be committed for contempt by a judge of the Trial Division as if in breach of an order of that court.

             (2)  A person or company giving evidence under subsection (1) may be represented by counsel and may claim a privilege to which the person or company is entitled.

             (3)  A person making an investigation or examination under section 12 or 13 may, on production of the order appointing him or her, enter the business premises of a person or company named in the order during business hours and inspect documents or other things that are used in the business of that person or company and that relate to the matters specified in the order, except those maintained by a lawyer in respect of his or her client’s affairs.

             (4)  A person making an investigation or an examination under section 12 or 13 may apply to a judge of the Provincial Court or a judge of the Trial Division in the absence of the public and without notice for an order authorizing the person or persons named in the order to enter and search a building, receptacle or place specified and to seize a thing described in the authorization that is found in the building, receptacle or place and to bring it before the judge granting the authorization, or another judge, to be dealt with by him or her according to law.

             (5)  No authorization shall be granted under subsection (4) unless the judge to whom the application is made is satisfied on information under oath that there are reasonable and probable grounds to believe that there may be in the building, receptacle or place to be searched some thing that may reasonably relate to the order made under section 12 or 13.

             (6)  A person named in an order under subsection (4) may, on production of the order, enter a building, receptacle or place specified in the order between 6 a.m. and 9 p.m. , search for and seize a thing specified in the order, and use as much force as is reasonably necessary for that purpose.

             (7)  Every order under subsection (4) shall name the date that it expires, and the date shall be not later than 15 days after the order is granted.

             (8)  For the purpose of subsections (4), (5) and (6), "building, "receptacle or place" includes a private residence.

2001 c37 s7; 2010 c19 s1

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Production orders

   14.1 (1) A judge of the Provincial Court or a judge of the Trial Division may order a person, other than a person who is the subject of an investigation,

             (a)  to produce a document or a copy of a document, certified by affidavit to be a true copy, or to produce data; or

             (b)  to prepare a document based on a document or data already in existence and to produce it.

             (2)  An order referred to in subsection (1) shall require the document or data to be produced within the time, at the place and in the form specified and to be given to an investigator, examiner or other person designated by the superintendent.

             (3)  A judge may make an order referred to in subsection (1) where he or she is satisfied on the basis of an application made in writing and on oath or affirmation and without notice that there are reasonable grounds to believe that

             (a)  a person has contravened or is contravening this Act, the regulations or the rules or is suspected to have contravened this Act, the regulations or the rules;

             (b)  the document or data will provide evidence respecting a contravention or suspected contravention of this Act, the regulations or the rules; and

             (c)  the person who is subject to the order has possession or control of the document or data.

             (4)  An order referred to in subsection (1) may contain terms and conditions that the judge considers advisable in the circumstances, including terms and conditions to protect a privileged communication between a lawyer and his or her client.

             (5)  The order referred to in subsection (1) may be revoked, renewed or varied.

             (6)  A copy of a document produced under this section, on proof by affidavit that it is a true copy, is admissible in evidence in proceedings under this Act and has the same probative force as the original document would have if it had been proved in the ordinary way.

             (7)  Notwithstanding section 17, copies of documents produced under this section are not required to be returned to the person who provided them.

2010 c19 s2

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Detention of things seized

      15. (1) Where a thing is seized and brought before a judge, he or she shall, by order,

             (a)  detain it or direct it to be detained in the care of a person named in the order; or

             (b)  direct it to be returned,

and the judge may in the order authorize the examination, testing, inspection or reproduction of the thing seized upon the conditions that are reasonably necessary and directed in the order, and may make another provision as in the opinion of the judge is necessary for its preservation.

             (2)  Nothing shall be detained under an order made under subsection (1) for a period of more than 3 months after the time of seizure unless, before the expiration of that period,

             (a)  upon motion, a judge is satisfied that having regard to the nature of the investigation, its further detention for a specified period is warranted and he or she so orders; or

             (b)  a proceeding is instituted in which the thing detained may be required.

             (3)  Upon the motion of the person having an interest in a thing detained under subsection (1), a judge may make an order for the examination, testing, inspection or reproduction of a thing detained upon the conditions that are reasonably necessary and directed in the order.

             (4)  Upon the motion of a person having an interest in a thing detained under subsection (1), and upon notice to the person or company in respect of which the investigation is being made, the person from whom the thing was seized, the person to whom the order under subsection 14(4) was issued and a person who has an apparent interest in the thing detained, a judge may make an order for the release of a thing detained to the person from whom the thing was seized where it appears that the thing detained is no longer necessary for the purpose of the investigation.

2001 c37 s7; 2010 c19 s3

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Examination or seizure of documents where privilege claimed

      16. (1) Where, under an order under subsection 14(4), a person is about to examine or seize a document that is in the possession of a lawyer and a solicitor-client privilege is claimed on behalf of a named client in respect of the document, the person shall, without examining or making copies of the document,

             (a)  seize the document and place it, together with other documents seized in respect of which the same claim is made on behalf of the same client, in a package and seal and identify the package; and

             (b)  place the package in the custody of the clerk of the court or, with the consent of the person and the client, in the custody of another person.

             (2)  No person shall examine or seize a document that is in the possession of a lawyer without giving him or her a reasonable opportunity to claim the privilege under subsection (1).

             (3)  A judge may, upon the motion made without notice of the lawyer, by order authorize the lawyer to examine or make a copy of the document in the presence of its custodian or the judge, and the order shall contain the provisions that are necessary to ensure that the document is repackaged and resealed without alteration or damage.

             (4)  Where a document has been seized and placed in custody under subsection (1), the client by or on whose behalf the claim of solicitor-client privilege is made may make an application to a judge for an order sustaining the privilege and for the return of the document.

             (5)  An application under subsection (4) shall be set down to be heard not later than 30 days after the date on which the document was placed in custody.

             (6)  The person who seized the document and the superintendent are parties to an application under subsection (4) and entitled to at least 3 days' notice.

             (7)  An application under subsection (4) shall be heard in private and, for the purposes of the hearing, the judge may examine the document and, where he or she does so, shall cause it to be resealed.

             (8)  The judge may by order,

             (a)  declare that the solicitor-client privilege exists or does not exist in respect of the document; and

             (b)  direct that the document be delivered up to the appropriate person.

             (9)  Where it appears to a judge on the application of the superintendent or person who seized the document that no application has been made under subsection (4) within the time limit prescribed by subsection (5), the judge shall order that the document be delivered to the applicant.

2001 c37 s7; 2004 c37 s13; 2010 c19 s4

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Disposal of seized items

      17. (1) A thing seized or produced under this Part shall be made available for inspection and copying by the person or company from which it was obtained, where practicable.

             (2)  A thing seized or produced under this Part shall be returned to the person or company from which it was obtained when,

             (a)  retention is no longer necessary for the purposes of an investigation, examination, proceeding or prosecution; or

             (b)  the superintendent orders the return.

2001 c37 s7; 2004 c37 s14

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Report of investigation or examination

      18. (1)  A person appointed under subsection 12(1) or 13(1) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under section 14 or 14.1.

             (2)  A person appointed under subsection 12(5) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under section 14 or 14.1.

2004 c37 s15; 2010 c19 s5

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Non-disclosure

      19. (1) Except in accordance with section 20, no person or company shall disclose, except to his, her or its counsel,

             (a)  the nature or content of an order under section 12 or 13; or

             (b)  the name of a person examined or sought to be examined under section 14, testimony given under section 14, information obtained under section 14 or section 14.1, the nature or content of questions asked under section 14, the nature or content of demands for the production of a document or other thing under section 14 or section 14.1, or the fact that a document or other thing was produced under section 14 or section 14.1.

             (2)  A report provided under section 18 and testimony given or documents or other things obtained under section 14 or 14.1shall be for the exclusive use of the superintendent and shall not be disclosed or produced to another person or company or in a proceeding except in accordance with section 20.

2001 c37 s7; 2004 c37 s16; 2010 c19 s6

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Disclosure by superintendent

      20. (1) Where the superintendent considers that it would be in the public interest, he or she may make an order authorizing the disclosure to a person or company of,

             (a)  the nature or content of an order under section 12 or 13;

             (b)  the name of a person examined or sought to be examined under section 14, testimony given under section 14, information obtained under section 14 or section 14.1, the nature or content of questions asked under section 14, the nature or content of demands for the production of a document or other thing under section 14 or section 14.1, or the fact that a document or other thing was produced under section 14 or section 14.1; or

             (c)  all or part of a report provided under section 18.

             (2)  No order shall be made under subsection (1) unless the superintendent has, where practicable, given reasonable notice and an opportunity to be heard to,

             (a)  persons and companies named by the superintendent; and

             (b)  in the case of disclosure of testimony given or information obtained under section 14, the person or company that gave the testimony or from which the information was obtained.

             (3)  Without the written consent of the person from whom the testimony was obtained, no order shall be made under subsection (1) authorizing the disclosure of testimony given under subsection 14 (1) to,

             (a)  a municipal, provincial, federal or other police force or to a member of a police force; or

             (b)  a person responsible for the enforcement of the criminal law of Canada or of another country or jurisdiction.

             (4)  An order under subsection (1) may be subject to terms and conditions imposed by the superintendent.

             (5)  A court having jurisdiction over a prosecution under the Provincial Offences Act initiated by the superintendent may compel production to the court of testimony given or a document or other thing obtained under section 14 or 14.1, and after inspecting the testimony, document or thing and providing interested parties with an opportunity to be heard, the court may order the release of the testimony, document or thing to the defendant where the court determines that it is relevant to the prosecution, is not protected by privilege and is necessary to enable the defendant to make full answer and defence, but the making of an order under this subsection does not determine whether the testimony, document or thing is admissible in the prosecution.

             (6)  A person appointed to make an investigation or examination under this Act may, for the purpose of conducting an examination or in connection with a proceeding commenced or proposed to be commenced by the superintendent under this Act, disclose or produce a thing mentioned in subsection (1).

             (7)  Without the written consent of the person from whom the testimony was obtained, no disclosure shall be made under subsection (6) of testimony given under subsection 14(1) to,

             (a)  a municipal, provincial, federal or other police force or to a member of a police force; or

             (b)  a person responsible for the enforcement of the criminal law of Canada or of another country or jurisdiction.

2001 c37 s7; 2004 c37 s17; 2010 c19 s7

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Prohibition on use of compelled testimony

      21. Testimony given under section 14 shall not be admitted in evidence against the person from whom the testimony was obtained in a prosecution for an offence under section 122 or in a prosecution governed by the Provincial Offences Act .

2001 c37 s7

PART VII
RECORD-KEEPING AND COMPLIANCE REVIEWS

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Record-keeping

      22. (1) Every market participant shall keep the books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs and the transactions that it executes on behalf of others and shall keep other books, records and documents as may otherwise be required under the securities law of the province.

             (2)  Without limiting the generality of subsection (1), every recognized stock exchange shall keep a record of the time at which each transaction on the recognized stock exchange took place and shall supply to a client of a member of the recognized stock exchange, on production of a written confirmation of a transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the written confirmation.

             (3)  Every market participant shall deliver to the superintendent at a time or times as the superintendent may require,

             (a)  the books, records and documents that are required to be kept by the market participant under the securities law of the province; and

             (b)  except where prohibited by law, a filing, report or other communication made to a regulatory agency whether within or outside of the province.

2001 c37 s7; 2004 c37 s18

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Compliance reviews

      23. (1) The superintendent may designate in writing one or more persons to review the books, records and documents that are required to be kept by a market participant under section 22 for the purpose of determining whether the securities law of the province is being complied with.

             (2)  A person conducting a compliance review under this section may, on production of his or her designation,

             (a)  enter the business premises of a market participant during business hours; and

             (b)  inquire into and examine the books, records and documents of the market participant that are required to be kept under section 22, and make copies of the books, records and documents.

             (3)  A market participant in respect of which a compliance review is conducted under this section shall pay the superintendent the fees as may be prescribed by the regulations.

2001 c37 s7; 2004 c37 s19

PART VIII
SELF-REGULATION

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Member of stock exchanges, etc.

   23.1 A reference in this Part

             (a)  to a member of a stock exchange includes

                      (i)  any holder of a security in an organization that carries on business as a stock exchange, and

                     (ii)  any person or company that agrees to comply with the by-laws, rules, regulations, policies, procedures, interpretations and practices of the stock exchange and is granted trading access on or through the facilities of the stock exchange;

             (b)  to a member of a self-regulatory organization includes any person or company carrying on business as an investment dealer that agrees to be regulated by that self-regulatory organization;

             (c)  to a representative of a member of a stock exchange includes

                      (i)  any person or company approved by the stock exchange as a partner, officer, director, trader or assistant trader of the member, and

                     (ii)  any employee of a member not otherwise referred to in subparagraph (i); and

             (d)  to a representative of a member of a self-regulatory organization includes

                      (i)  any person or company approved by the self-regulatory organization as a partner, officer, director, branch manager, assistant branch manager or co-branch manager of the member, and

                     (ii)  any employee of the member not otherwise referred to in subparagraph (i).

2008 c44 s3

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Stock exchanges

      24. (1) No person or company shall carry on business as a stock exchange in the province unless recognized by the superintendent under this section.

             (2)  The superintendent may, on the application of a person or company proposing to carry on business as a stock exchange in the province, recognize the person or company where the superintendent is satisfied that to do so would be in the public interest.

             (3)  A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

             (4)  A recognized stock exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.

             (5)  The superintendent may, where it appears to be in the public interest, make a decision with respect to,

             (a)  the manner in which a recognized stock exchange carries on business;

             (b)  the trading of securities on or through the facilities of a recognized stock exchange;

             (c)  a security listed or posted for trading on a recognized stock exchange;

             (d)  issuers, whose securities are listed or posted for trading on a recognized stock exchange, to ensure that they comply with the securities law of the province; and

             (e)  a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized stock exchange.

2001 c37 s7; 2004 c37 s20

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Self-regulatory organizations

      25. (1) The superintendent may, on the application of a self-regulatory organization, recognize the self-regulatory organization where the superintendent is satisfied that to do so would be in the public interest.

             (2)  A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

             (3)  A recognized self-regulatory organization shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.

             (4)  The superintendent may, where he or she is satisfied that to do so would be in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized self-regulatory organization.

2001 c37 s7; 2004 c37 s21

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Clearing agencies

   25.1 (1) The superintendent may, on the application of a clearing agency, recognize the clearing agency where the superintendent is satisfied that to do so would be in the public interest.

             (2)  A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

             (3)  The superintendent may, where he or she is satisfied that to do so would be in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized clearing agency.

2001 c37 s7; 2004 c37 s22

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Quotation and trade reporting system

   25.2 (1) The superintendent may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system where the superintendent is satisfied that to do so is in the public interest.

             (2)  A recognition under this section shall be made in writing and is subject to terms and conditions that the superintendent may impose.

             (3)  The superintendent may, where he or she is satisfied that to do so is in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized quotation and trade reporting system.

2001 c37 s7; 2004 c37 s23

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Council, committee or ancillary body

   25.3 (1) A recognized stock exchange, a recognized quotation and trade reporting system or a recognized self-regulatory organization may, with the prior approval of the superintendent and on the terms and conditions as the superintendent determines to be necessary or appropriate in the public interest, establish a council, committee or ancillary body and assign to it regulatory or self-regulatory powers or responsibilities or both.

             (2)  A council, committee or ancillary body that exercises the powers or assumes the responsibilities of a recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization is also included in,

             (a)  the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization;

             (b)  a suspension, restriction or termination of the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization; and

             (c)  an imposition of terms or conditions on the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization.

             (3)  The provisions of the securities law of the province that apply to recognized stock exchanges, recognized quotation and trade reporting systems and recognized self-regulatory organizations also apply with necessary modifications to the council, committee or ancillary body.

2001 c37 s7; 2004 c37 s24

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Voluntary surrender

   25.4 On application by a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency, the superintendent may accept on terms and conditions that the superintendent may impose, the voluntary surrender of the recognition of the stock exchange, self-regulatory organization, quotation and trade reporting system or clearing agency, where the superintendent is satisfied that the surrender of the recognition is not prejudicial to the public interest.

2001 c37 s7; 2004 c37 s25

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Assignment of powers and duties

   25.5 (1) The superintendent may, on the terms and conditions he or she may impose, assign to a recognized stock exchange or recognized self-regulatory organization the powers and duties of the superintendent under Part X or the regulations related to that Part.

             (2)  The superintendent may revoke, in whole or in part, an assignment of powers and duties made under this section.

             (3)  [Rep. by 2004 c37 s26]

2001 c37 s7; 2004 c37 s26

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Contravention of securities law

   25.6 No by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency shall contravene the securities law of the province, but a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency may impose additional requirements within its jurisdiction.

2001 c37 s7

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Rep. by 2004 c37 s27

   25.7 [Rep. by 2004 c37 s27]

2004 c37 s27

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Stock exchange auditor

   25.8 (1) Every recognized stock exchange shall appoint an auditor for the exchange.

             (2)  At the request of the superintendent, a recognized self-regulatory organization shall appoint an auditor for the self-regulatory organization.

2001 c37 s7; 2004 c37 s28

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Auditor of member

   25.9 (1) Every recognized stock exchange and every recognized self-regulatory organization shall cause each of its members to appoint an auditor.

             (2)  The auditor of a member shall be chosen from the panel of auditing firms selected under subsection (3).

             (3)  Every recognized stock exchange and recognized self-regulatory organization shall select a panel of auditing firms for their members.

             (4)  No person shall be appointed as an auditor under subsection (1) unless the person has practised as an auditor in the securities industry in Canada for 5 years or more.

             (5)  The auditor of a member shall make an examination, in accordance with generally accepted auditing standards, of the annual financial statements and regulatory filings of the member as called for by the by-laws, rules, regulations, policies, procedures, interpretations or practices applicable to the member, and shall report on the financial affairs of the member to the recognized stock exchange or recognized self-regulatory organization, as the case may be, in accordance with professional reporting standards.

2001 c37 s7

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Auditor of registrant

25.10 (1) Every registrant that is not subject to section 25.9 shall appoint an auditor who satisfies the requirements as may be established by the superintendent.

             (2)  The auditor of a registrant that is not subject to section 25.9 shall make an examination of the annual financial statements and other regulatory filings of the registrant, in accordance with generally accepted auditing standards, and shall prepare a report on the financial affairs of the registrant in accordance with professional reporting standards.

             (3)  The registrant shall file the report with the superintendent together with its annual financial statements and other regulatory filings.

             (4)  A registrant that is not subject to section 25.9 shall deliver to the superintendent annual audited financial statements, prepared in accordance with generally accepted accounting principles, and other regulatory filings as prescribed by the regulations, within 90 days after the end of its financial year or as otherwise prescribed by the regulations.

             (5)  The annual financial statements and regulatory filings delivered to the superintendent shall be certified by the registrant or an officer or partner of the registrant.

             (6)  The registrant shall deliver to the superintendent other information that the superintendent may require in the form that he or she may prescribe.

2001 c37 s7; 2004 c37 s29

PART X
REGISTRATION

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Requirement to be registered

      26. (1) A person or company shall not act as

             (a)  a dealer;

             (b)  an adviser; or

             (c)  an investment fund manager

unless that person or company is registered in accordance with the securities law of the province.

             (2)  An individual shall not, directly or indirectly

             (a)  deal in securities on behalf of a person or company required to be registered under subsection (1);

             (b)  advise in securities on behalf of a person or company required to be registered under subsection (1); or

             (c)  perform a prescribed function or duty for a person or company required to be registered under subsection (1)

unless that person or company is registered in accordance with the securities law of the province.

             (3)  A registrant shall comply with any terms, conditions, restrictions or requirements imposed on the registrant's registration.

2008 c44 s4

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Responsible person

   26.1 A person or company required to be registered under subsection 26(1) shall appoint an individual to perform on his, her or its behalf a prescribed function or duty.

2008 c44 s5

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Duty of care

   26.2 (1) A registrant shall deal fairly, honestly and in good faith with his, her or the company's clients.

             (2)  A registrant who manages the investment of a portfolio of a client through discretionary authority granted by the client shall act fairly, honestly and in good faith toward the client and in the client's best interest.

             (3)  An investment fund manager shall

             (a)  exercise the powers and discharge the duties of his, her or its office honestly, in good faith and in the best interests of the investment fund; and

             (b)  exercise the degree of care, diligence and skill that a reasonably prudent person or company would exercise in the circumstances.

2008 c44 s5

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Registration by superintendent

      27. (1) Unless it appears to the superintendent that

             (a)  an applicant is not suitable for registration, reinstatement of registration or amendment of registration; or

             (b)  the proposed registration, reinstatement of registration or amendment of registration is objectionable;

the superintendent shall grant the registration, reinstatement of registration or the amendment of registration for which the applicant has applied.

             (2)  Notwithstanding subsection (1), the superintendent may, at any time, impose terms, conditions, restrictions or requirements on a registration.

             (3)  Notwithstanding subsections (1) and (2), the superintendent shall not impose terms, conditions, restrictions or requirements on a registration, or refuse to grant, reinstate or amend a registration without giving the registrant or applicant an opportunity to be heard.

2008 c44 s6

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Suspension or termination of registration

   27.1 (1) The superintendent may suspend or terminate a registration if he or she considers that it is in the public interest to do so.

             (2)  Notwithstanding subsection (1), the superintendent shall not suspend or terminate a registration under subsection (1) without giving the registrant an opportunity to be heard.

2008 c44 s7

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Surrender of registration

      28. (1) If a registrant applies to surrender his, her or its registration, the superintendent shall accept the surrender unless the superintendent considers it prejudicial to the public interest to do so.

             (2)  On receiving an application under subsection (1), the superintendent may, without providing an opportunity to be heard, suspend the registration or impose terms, conditions, restrictions or requirements on the registration.

2006 c42 s2; 2008 c44 s8

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Sending of documents

      29. (1) Unless otherwise provided under this Act, a document required to be sent, communicated, delivered or served under securities laws of the province may be

             (a)  personally delivered to the person or company that is to receive it;

             (b)  sent by prepaid post to the person or company that is to receive it; or

             (c)  sent by electronic means that produces a printed copy to the person or company that is to receive it.

             (2)  A document sent to a person or company referred to in subsection (1)(b) or (c) shall be sent to that person or company

             (a)  at the latest address known for that person or company by the sender of the document; or

             (b)  at the address for service in the province filed by that person or company with the superintendent.

             (3)  A document referred to in subsection (1) that is sent by the superintendent by prepaid post shall be considered, unless the contrary is proved, to be served on the person to whom or the company to which it is sent on the 7th day from the day that the document is sent to that person or company.

             (4)  If a document referred to in subsection (1) is sent to a person or company by prepaid post and is returned on 2 successive occasions because the person or company cannot be found, then there is no further requirement to send further documents to that person or company until the person or company provides to the sender notification in writing of the person’s or company’s new address.

2006 c42 s2

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Rep. by 2006 c42 s2

      30. [Rep. by 2006 c42 s2]

2006 c42 s2

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Rep. by 2006 c42 s2

      31. [Rep. by 2006 c42 s2]

2006 c42 s2

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Further information

      32. The superintendent may require further information or material to be submitted by an applicant or a registrant within a specified time and may require verification by affidavit or otherwise of information or material then or previously submitted or may require the applicant or the registrant or a partner, officer, director, governor or trustee of, or a person performing a similar function for, or an employee of, the applicant or of the registrant to submit to examination under oath or affirmation by a person designated by the superintendent.

1990 c48 s32; 2004 c37 s34

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Rep. by 2006 c42 s3

      33. [Rep. by 2006 c42 s3]

2006 c42 s3

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Notice of changes

      34. (1) Subject to the regulations, a registered dealer shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

             (a)  a change in address for service in the province or a business address;

             (b)  a change in the directors or officers of the registered dealer and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it;

             (c)  a change in the holders of the voting securities of the registered dealer;

             (d)  the commencement and termination of employment of a registered individual and, in the case of termination of employment, the reason for the termination;

             (e)  the opening or closing of a branch office in the province and, in the case of the opening of a branch office in the province, the name and address of the person in charge; and

              (f)  a change in the name or address of the person in charge of a branch office in the province.

             (2)  Subject to the regulations, a registered adviser or underwriter shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

             (a)  a change in address for service in the province or a business address;

             (b)  a change in the directors or officers of the registered adviser or underwriter and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it; and

             (c)  a change in the holders of the voting securities of the registered adviser or underwriter.

          (2.1)  Subject to the regulations, a registered advisor shall, within 5 business days of the event, notify the superintendent in the form required for the purpose of the commencement and termination of employment of a registered individual, and in the case of termination of employment, the reason for termination.

             (3)  A registered individual shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

             (a)  a change in his or her address for service in the province or in his or her business address; and

             (b)  the commencement and termination of his or her employment by a registered dealer.

             (4)  The superintendent may, upon an application of a registrant that is a reporting issuer, exempt, subject to the terms and conditions that he or she may impose, the registrant from the requirement of subsections (1) and (2) that the superintendent be notified of a change in the holders of voting securities of the registrant where in the superintendent' opinion it would not be prejudicial to the public interest to do so.

1990 c48 s34; 1996 cR-10.1 s67; 2004 c37 s36; 2008 c44 s9

PART XI
EXEMPTIONS FROM REGISTRATION
REQUIREMENTS

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Exemption of advisers

      35. Registration as an adviser is not required to be obtained by

             (a)  a bank to which the Bank Act (Canada) applies or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act (Canada), or a trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act, or an insurance company licensed under the Insurance Companies Act ;

             (b)  a lawyer, accountant, engineer or teacher;

             (c)  a registered dealer, or a partner, officer or employee of a registered dealer; and

             (d)  a publisher of or a writer for a genuine newspaper, news magazine or business or financial publication of general and regular paid circulation distributed only to subscribers to it for value or to purchasers of it who gives advice as an adviser only through that publication and has no interest either directly or indirectly in the securities upon which the advice is given and receives no commission or other consideration for giving the advice,

where the performance of the service as an adviser is solely incidental to their principal business or occupation; or

             (e)  the other persons or companies that are designated by the regulations.

1990 c48 s35; 2007 cT-9.1 s5

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Exemption of trades

      36. (1) Subject to the regulations, registration is not required in respect of the following trades:

             (a)  a trade by an executor, administrator, guardian or committee or by an authorized trustee or assignee, an interim or official receiver or a custodian under the Bankruptcy Act (Canada) or by a receiver under the Judicature Act , or by a liquidator under the Corporations Act or the Winding-up Act (Canada), or at a judicial sale;

             (b)  an isolated trade by or on behalf of an issuer in a specific security of its own issue, for the issuer's account, or by or on behalf of an owner in a specific security, for the owner's account, where the trade is not made in the course of continued and successive transactions of a similar nature, and is not made by a person or company whose usual business is trading in securities;

             (c)  a trade where the party purchasing as principal, but not as underwriter, is

                      (i)  a bank to which the Bank Act (Canada ) applies, or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act (Canada ),

                     (ii)  a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act ,

                    (iii)  an insurance company licensed under the Insurance Companies Act ,

                    (iv)  the Crown in right of Canada or a province or territory of Canada , or

                     (v)  a municipal corporation or public board or commission in Canada ;

             (d)  a trade where the party purchasing as principal is a company or person, other than an individual, and is recognized by the superintendent as an exempt purchaser;

             (e)  a trade where the purchaser purchases as principal, where the trade is in a security which has a total acquisition cost to that purchaser of not less than an amount that may be prescribed by the rules;

              (f)  a trade from the holdings of a person, company or combination of persons or companies described in subparagraph 2(1)(l)(iii) for the purpose of giving collateral for a genuine debt;

             (g)  a trade by or for the account of a pledgee, mortgagee or other encumbrancer for the purpose of liquidating a genuine debt by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt;

             (h)  a trade in a security that may occasionally be transacted by employees of a registered dealer where the employees do not usually sell securities and have been designated by the superintendent as non-trading employees, either individually or as a class;

              (i)  a trade between a person or company and an underwriter acting as a purchaser or between or among underwriters;

              (j)  a trade in a security by a person or company acting solely through an agent who is a registered dealer;

             (k)  the execution of an unsolicited order to purchase or sell through a registered dealer by a bank to which the Bank Act (Canada) applies or a trust company licensed under the Trust and Loan Companies Licensing Act , as an agent for a person or company and the trade by that person or company in placing the unsolicited order with the bank or trust company;

              (l)  a trade by an issuer

                      (i)  in a security of its own issue that is distributed by it to holders of its securities as a stock dividend or other distribution out of earnings or surplus,

                     (ii)  in a security whether of its own issue or not that is distributed by it to holders of its securities as incidental to a good faith reorganization or winding up of the issuer or distribution of its assets for the purpose of winding up its affairs under the laws of the jurisdiction in which the issuer was incorporated, organized or continued, or

                    (iii)  in securities of its own issue transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

provided that no commission or other remuneration is paid or given to others in respect of the distribution except for ministerial or professional services or for services performed by a registered dealer;

            (m)  a trade by an issuer in a security of a reporting issuer held by it that is distributed by it to holders of its securities as a dividend in the same or similar form;

             (n)  a trade by an issuer

                      (i)  in a right, transferable or otherwise granted by the issuer to holders of its securities to purchase additional securities of its own issue and the issue of securities under the exercise of the right, or

                     (ii)  in securities of a reporting issuer held by it transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

where the issuer has given the superintendent written notice stating the date, amount, nature and conditions of the proposed trade, including the approximate net proceeds to be derived by the issuer on the basis of those additional securities being fully taken up and paid for, and either

                    (iii)  the superintendent has not informed the issuer in writing within 10 days of the giving of the notice that he or she objects to the proposed trade, or

                    (iv)  the issuer has delivered to the superintendent information relating to the securities that is satisfactory to and accepted by the superintendent;

             (o)  a trade in a security of a company that is exchanged by or for the account of the company with another company or the holders of the securities of that other company in connection with

                      (i)  a statutory amalgamation or arrangement, or

                     (ii)  a statutory procedure under which 1 company takes title to the assets of the other company which in turn loses its existence by operation of law, or under which the existing companies merge into a new company;

             (p)  a trade in a security of an issuer that is exchanged by or for the account of the issuer with the security holders of another issuer in connection with a take-over bid as defined in Part XIX;

             (q)  a trade in a security to a person or company under a take-over bid or issuer bid made by that person or company;

              (r)  a trade by an issuer in a security of its own issue as consideration for a portion or all of the assets of a person or company, where the fair value of the assets so purchased is not less than an amount that may be prescribed by the rules;

             (s)  a trade by an issuer in the securities of its own issue with its employees or directors or the employees or directors of an affiliate who are not induced to purchase by expectation of employment or continued employment;

              (t)  a trade by an issuer in securities of its own issue where the trade is reasonably necessary to facilitate the incorporation or organization of the issuer and the securities are traded for a nominal consideration to not more than 5 incorporators or organizers unless the statute under which the issuer is incorporated or organized requires the trade to be for a greater consideration or to a larger number of incorporators or organizers, in which case the securities may be traded for that greater consideration or to that larger number of incorporators or organizers;

             (u)  a trade made by an issuer with a view to the sale of securities of its own issue where solicitations are made to not more than 50 prospective purchasers resulting in sales to not more than 25 purchasers and

                      (i)  each purchaser purchases as principal and all of the purchases are completed within a period of 6 months of the 1st purchase, except that subsequent sales to the same purchasers may be carried out where made in compliance with written agreements entered into during that 6 month period,

                     (ii)  each purchaser has access to substantially the same information concerning the issuer that a prospectus filed under this Act would provide and is

                            (A)  an investor who, by virtue of his or her net worth and investment experience or by virtue of consultation with or advice from a person or company who is not a promoter of the issuer whose securities are being offered and who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment presented to him or her by the issuer,

                            (B)  a senior officer or director of the issuer,

                            (C)  a parent, brother, sister or child of a person mentioned in clause (B), or

                            (D)  a person to whom a person mentioned in clause (B) is married or with whom the person is living in a conjugal relationship outside marriage,

                    (iii)  the offer and sale of the securities are not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred in connection with the offer, except for professional services or for services performed by a registered dealer, and

                    (iv)  no promoter of the issuer, other than a registered dealer, has acted as a promoter of another issuer that has traded in securities of its own issue under the exemption in this paragraph within the previous 12 months,

but an issuer that relies upon this exemption may do so only once in a 12 month period and in that 12 month period the amount paid for the securities of the issuer by all the purchasers under this exemption shall not exceed in total the amount of $1,000,000;

             (v)  a trade in a commodity futures option or a commodity futures contract by a hedger through a dealer;

            (w)  a trade in respect of which the regulations provide that registration is not required;

             (x)  of the kind referred to in subsection 54(3);

             (y)  by a liquidator under the Canada Business Corporations Act or by a sheriff under the Judicature Act ;

             (z)  made through the facilities of a stock exchange recognized by the superintendent for the purpose of this section, where

                      (i)  the trade is effected in whole or part by means of telephone or other telecommunications equipment linking the facilities of that stock exchange with the facilities of another stock exchange recognized by the superintendent for the purpose of this section,

                     (ii)  the trade is made in a security of a class or type designated by the superintendent as exempt for the purpose of this section, and

                    (iii)  each of the parties to the trade is registered as a dealer, or in a similar capacity, under the securities legislation of a province or territory of Canada ;

           (aa)  by a trust company licensed under the Trust and Loan Companies Licensing Act, where the trade is made through its offices in the securities of a mutual fund promoted, managed and administered by that trust company provided no sales or other acquisition charges are levied;

          (bb)  by a person or company with a registered dealer acting as principal;

           (cc)  in a bond or debenture by way of an unsolicited order given to a bank to which the Bank Act (Canada) applies or to a trust company licensed under the Trust and Loan Companies Licensing Act, provided that the bank or trust company is acting as principal and the bond or debenture is acquired by the bank or trust company for purposes of the trade from, or sold by the bank or trust company following the trade to, a registered dealer; or

          (dd)  made by an offeree, who is a person or company to whom a take-over bid or an issuer bid is made and whose latest address as shown on the books of the offeree company is in the province, in securities that are being disposed of to a person or company making a cash or share exchange takeover bid.

             (2)  Subject to the regulations, registration is not required to trade in the following securities:

             (a)  bonds, debentures or other evidences of indebtedness

                      (i)  of or guaranteed by the Government of Canada or a province or territory of Canada or by the Government of the United Kingdom or another foreign country or a political division of a foreign country,

                     (ii)  of a municipal corporation in Canada, including debentures issued for public, separate, secondary or vocational school purposes or guaranteed by a municipal corporation in Canada, or secured by or payable out of rates or taxes levied under the law of a province or territory of Canada on property in that province or territory and collectable by or through the municipality in which that property is situated,

                    (iii)  of or guaranteed by a bank to which the Bank Act (Canada) applies, a trust company or loan company licensed under the Trust and Loan Companies Licensing Act, or an insurance company licensed under the Insurance Companies Act ,

                    (iv)  of or guaranteed by the International Bank for Reconstruction and Development established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods Agreement Act (Canada), where the bonds, debentures, or evidences of indebtedness are payable in the currency of Canada or the United States of America, or

                     (v)  of or guaranteed by the Asian Development Bank or the Inter-American Development Bank, where the bonds, debentures or evidences of indebtedness are payable in the currency of Canada or the United States of America and where, with respect to the securities, the documents, certificates, reports, releases, statements, agreements or other information that may be required by the superintendent are filed;

             (b)  certificates or receipts issued by a trust company licensed under the Trust and Loan Companies Licensing Act, for money received for guaranteed investment;

             (c)  securities issued by a private mutual fund;

             (d)  negotiable promissory notes or commercial paper maturing not more than 1 year from the date of issue, provided that each note or commercial paper traded to an individual has a denomination or principal amount of not less than $50,000;

             (e)  mortgages or other encumbrances upon real or personal property, other than mortgages or other encumbrances contained in or secured by a bond, debenture or similar obligation or in a trust deed or other instrument to secure bonds or debentures or similar obligations where the mortgages or other encumbrances are offered for sale by a person or company registered or exempted from registration under the Mortgage Brokers Act ;

              (f)  securities evidencing indebtedness due under a conditional sales contract or other title retention contract providing for the acquisition of personal property where the securities are not offered for sale to an individual;

             (g)  securities issued by an issuer organized exclusively for educational, benevolent, fraternal, sororal, charitable, religious or recreational purposes and not for profit, where no part of the net earnings of the issuer enure to the benefit of a security holder and no commission or other remuneration is paid in connection with the sale of them;

             (h)  securities issued by cooperative societies to which the Co-operative Societies Act applies;

              (i)  shares of a credit union to which the Co-operative Societies Act applies;

              (j)  securities of a private company where they are not offered for sale to the public;

             (k)  securities issued and sold by a prospector for the purpose of financing a prospecting expedition;

              (l)  securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under Part XIII for which the superintendent has issued a receipt, where the securities are sold by the prospector or 1 of the prospectors who staked claims that belong to or are the subject of a declaration of trust in favour of the prospecting syndicate, and the prospector delivers a copy of the prospecting syndicate agreement to the person or company purchasing the security before accepting payment for the securities;

            (m)  securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under Part XIII for which the superintendent has issued a receipt, where the securities are not offered for sale to the public and are sold to not more than 50 persons or companies;

             (n)  securities issued by a mining company or a mining exploration company as consideration for mining claims where the vendor enters into the escrow or pooling agreement that the superintendent considers necessary; and

             (o)  securities in respect of which the regulations provide that registration is not required.

             (3)  The exemption contained in subparagraph (2)(a)(iii), and the corresponding exemption in paragraph 74(1)(a) do not apply to bonds, debentures or other evidences of indebtedness that are subordinate in right of payment to deposits held by the issuer or guarantor of the bonds, debentures or other evidences of indebtedness.

             (4)  The exemptions contained in paragraph (2)(c) and paragraph 74(1)(a) for securities of a private mutual fund as defined in subparagraph 2(1)(ii)(ii) do not apply to securities of a mutual fund administered by a trust company where there is a promoter or manager of the mutual fund other than the trust company.

             (5)  After March 31, 1991 , the exemption contained in paragraph (2)(c) and the corresponding exemption referred to in paragraph 74(1)(a) are unavailable where the trade is in securities issued by a private mutual fund, as defined in clause 2(1)(ii)(ii)(A) or (B).

             (6)  An exemption from the registration or prospectus requirements set out in this Act or the regulations that refers to a registered dealer is unavailable unless the dealer is registered to act as a dealer in respect of the trade described in the exempting provision.

             (7)  The exemptions from registration contained in subsections (1) and (2) are unavailable to a market intermediary except in respect of

             (a)  a trade referred to in paragraph (1)(a), (f), (g), (h), (s), (t) or (v);

             (b)  a trade in securities referred to in paragraph (2)(e), (f), (g), (j), (k), (l), (m) or (n);

             (c)  a trade in securities of a private mutual fund as defined in subparagraph 2(1)(ii)(i);

             (d)  a trade referred to in paragraph 54(3)(c), or paragraphs (1)(y) or (z); or

             (e)  a trade in securities with a registered dealer that is an affiliate of the market intermediary.

             (8)  Subsection (7) does not apply so as to require registration by a lawyer or accountant where the performance of the service as a market intermediary is solely incidental to his or her principal business or occupation as a lawyer or accountant.

             (9)  For the purpose of subsection (1), a trust company licensed under the Trust and Loan Companies Licensing Act , is considered to be acting as principal when it trades as trustee or as agent for accounts fully managed by it.

1990 c48 s36; 2001 c37 s10; 2004 c37 s37; 2007 cT-9.1 s5

PART XII
TRADING IN SECURITIES GENERALLY

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Confirmation of trade

      37. (1) Every registered dealer who has acted as principal or agent in connection with a trade in a security shall promptly send by prepaid mail or deliver to the customer a written confirmation of the transaction, setting out

             (a)  the quantity and description of the security;

             (b)  the consideration;

             (c)  whether or not the registered dealer is acting as principal or agent;

             (d)  where acting as agent in a trade, the name of the person or company from or to or through whom the security was bought or sold;

             (e)  the date and the name of the stock exchange upon which the transaction took place;

              (f)  the commission charged in respect of the trade; and

             (g)  the name of the registered individual in the transaction.

             (2)  Where a trade is made in a security of a mutual fund the confirmation shall contain, in addition to the requirements of subsection (1),

             (a)  the price per share or unit at which the trade was effected; and

             (b)  the amount deducted by way of sales, service and other charges.

             (3)  Subject to the regulations, where a trade is made in a security of a mutual fund under a contractual plan, the confirmation shall contain in addition to the requirements of subsections (1) and (2),

             (a)  in respect of an initial payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the initial payment and the portion of the sales, service and other charges that is allocated to subsequent investments in the mutual fund and the manner of allocation of that portion;

             (b)  in respect of each subsequent payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the portion of the sales, service and other charges, that is allocated to the payment which is the subject of the confirmation;

             (c)  in respect of an initial purchase made under a contractual plan which permits the deduction of sales, service and other charges from the 1st and subsequent instalments, a brief statement of the sales, service and other charges to be deducted from subsequent purchases; and

             (d)  in respect of each purchase made under a contractual plan, a statement of the total number of shares or units of the mutual fund acquired and the amount of sales charges paid under the contractual plan up to the date the confirmation is sent or delivered.

             (4)  For the purpose of paragraphs (1)(d) and (g), a person or company or a registered individual may be identified in a written confirmation by means of a code or symbols where the written confirmation also contains a statement that the name of the person, company or registered individual will be provided to the customer on request.

             (5)  Where a person or company uses a code or symbols for identification in a confirmation under subsection (1), the person or company shall immediately file the code or symbols and their meaning, and shall notify the superintendent within 5 days of a change in or addition to the code or symbols or their meaning.

             (6)  A dealer who has acted as agent in connection with a trade in a security shall promptly disclose to the superintendent, upon request by the superintendent, the name of the person or company from or to or through whom the security was bought or sold.

1990 c48 s37; 2004 c37 s38; 2008 c44 s10

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Order prohibiting calls to residences

      38. (1) The superintendent may, by order, suspend, cancel, restrict or impose terms and conditions upon the right of a person or company or class of persons or companies named or described in the order to

             (a)  call at a residence; or

             (b)  telephone from within the province to a residence within or outside the province

for the purpose of trading in a security or in a class of securities.

             (2)  The superintendent shall not make an order under subsection (1) without giving the person or company or class of persons or companies affected an opportunity to be heard.

             (3)  In this section, "residence" includes a building or part of a building in which the occupant lives either permanently or temporarily and premises appurtenant to the building or part of the building.

             (4)  For the purpose of this section, a person or company shall be considered conclusively to have called or telephoned where an officer or director of the person or company or a registered individual representing the person or company calls or telephones on his, her or the company's behalf.

1990 c48 s38; 2004 c37 s39; 2008 c44 s11

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Representations prohibited

      39. (1) A person or company shall not, with the intention of effecting a trade in a security, other than a security that carries an obligation of the issuer to redeem or purchase, or a right of the owner to require redemption or purchase, make a representation, written or oral, that he or she or the company

             (a)  will resell or repurchase; or

             (b)  will refund all of the purchase price of,

that security.

             (2)  A person or company shall not, with the intention of effecting a trade in a security, give an undertaking, written or oral, relating to the future value or price of that security.

             (3)  A person or company shall not, except with the written permission of the superintendent, with the intention of effecting a trade in a security, make a representation, written or oral, that

             (a)  the security will be listed on a stock exchange or quoted on any quotation and trade reporting system; or

             (b)  an application has been or will be made to list the security on a stock exchange or quote the security on a quotation and trade reporting system;

unless

             (c)  an application has been made to list or quote the security being traded, and securities of the same issuer are currently listed on a stock exchange or quoted on a quotation and trade reporting system; or

             (d)  the stock exchange or quotation and trade reporting system has granted approval to the listing or quoting of the security, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation.

          (3.1)  A person or company shall not with the intention of effecting a trade in a security make a representation that the person knows, or reasonably should know, is a misrepresentation.

             (4)  This section does not apply to a representation referred to in subsection (1) made to a person or to a company where the representation is contained in an enforceable written agreement and the security has a total acquisition cost of more than $50,000.

1990 c48 s39; 2001 c37 s11; 2004 c37 s40

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Rep. by 2008 c44 s12

      40. [Rep. by 2008 c44 s12]

2008 c44 s12

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Rep. by 2008 c44 s12

      41. [Rep. by 2008 c44 s12]

2008 c44 s12

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Rep. by 2008 c44 s12

      42. [Rep. by 2008 c44 s12]

2008 c44 s12

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Disclosure by registered dealer

   42.1 (1) A registered dealer shall, within 30 days of receiving a customer’s request, provide

             (a)  the names of officers, directors or the partners of the dealer as of the date of the request or any other date specified in the request;

             (b)  the names of any person or company who or which has a direct or indirect interest of not less than 5% of the registered dealer’s capital; and

             (c)  the most recently prepared annual financial statement of the dealer’s financial position as filed

                      (i)  with the self-regulatory organization of which the dealer is a member, or

                     (ii)  with the superintendent.

             (2)  A registered dealer shall inform its customers on every statement of account or in another manner as the superintendent may approve that the information referred to in subsection (1) is available.

             (3)  Where the superintendent determines that a registered dealer or class of registered dealers is

             (a)  under the conditions of registration, or

             (b)  in regulations imposed by a recognized self-regulating organization under section 25,

required to provide to customers information similar to the information required under subsections (1) and (2), the superintendent may by order exempt the registered dealer or class of registered dealers from the requirements of this section.

2008 c44 s13

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Rep. by 2001 c37 s12

      43. [Rep. by 2001 c37 s12]

2001 c37 s12

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Use of name of another registrant

      44. A registrant shall not use the name of another registrant on letterheads, forms, advertisements or signs, as correspondent or otherwise, unless he or she is a partner, officer or agent of or is authorized to do so in writing by the other registrant.

1990 c48 s44

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Registration not to be advertised

      45. A person or company shall not hold himself, herself or the company out as being registered by having printed in a circular, pamphlet, advertisement, letter, telegram or other stationary that the person or company is registered.

2008 c44 s14

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Representation or holding out of registration

      46. (1) A person or company shall not represent that a person or company is registered under this Act unless

             (a)  the representation is true; and

             (b)  in making the representation, the person or company specifies the person or company’s category of registration under this Act.

             (2)  A person or company shall not make a statement about something that a reasonable investor would consider important in deciding whether to enter into or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made.

2006 c42 s4

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Advertising approval by superintendent

      47. A person or company shall not make a representation, written or oral, that the superintendent has in any way passed upon the financial standing, fitness or conduct of a registrant or upon the merits of a security or issuer.

2004 c37 s41

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Margin contracts

      48. (1) Where a person, or a partner or employee of a partnership, or a director, officer or employee of a company, after he or she or the partnership or company has contracted as a registered dealer with a customer to buy and carry upon margin, securities of an issuer either in Canada or elsewhere, and while that contract continues, sells or causes to be sold securities of the same issuer for an account in which

             (a)  he or she;

             (b)  his or her firm or a partner; or

             (c)  the company or a director of the company,

has a direct or indirect interest, where the effect of the sale would, otherwise than unintentionally, be to reduce the amount of the securities in the hands of the dealer or under his or her control in the ordinary course of business below the amount of the securities that the dealer should be carrying for all customers, that contract with the customer is, at the option of the customer, voidable and the customer may recover from the dealer all money paid with interest on that money or securities deposited in respect of that money.

             (2)  A customer may exercise an option referred to in subsection (1) by a notice to that effect sent by prepaid mail addressed to the dealer at his or her address for service in the province.

1990 c48 s48

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Declaration as to short position

      49. A person or company who places an order for the sale of a security through an agent acting for him or her that is a registered dealer and who,

             (a)  at the time of placing the order, does not own the security; or

             (b)  where acting as agent, knows his or her principal does not own the security,

shall, at the time of placing the order to sell, declare to his or her agent that he or she or his or her principal does not own the security.

1990 c48 s49

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Shares not to be voted

      50. (1) Voting securities of an issuer registered in the name of

             (a)  a registrant or in the name of his or her nominee; or

             (b)  a custodian or in the name of his or her nominee, where the issuer is a mutual fund that is a reporting issuer,

that are not beneficially owned by the registrant or the custodian shall not be voted by the registrant or custodian at a meeting of security holders of the issuer.

             (2)  Immediately after receipt of a copy of a notice of a meeting of security holders of an issuer, the registrant or custodian shall, where the name and address of the beneficial owner of securities registered in the name of the registrant or custodian are known, send or deliver to each beneficial owner of the security so registered at the record date for notice of meeting a copy of a notice, financial statement, information circular or other material but the registrant or custodian is not required to send or deliver the material unless the issuer or the beneficial owner of the securities has agreed to pay the reasonable costs to be incurred by the registrant or custodian in so doing.

             (3)  At the request of a registrant or custodian, the person or company sending material referred to in subsection (2) shall immediately provide to the registrant or custodian, at the expense of the sender, the necessary number of copies of the material.

             (4)  Notwithstanding subsection (1), a registrant or custodian shall vote or give a proxy requiring a nominee to vote voting securities referred to in subsection (1) in accordance with written instructions received from the beneficial owner.

             (5)  A registrant or custodian shall, where requested in writing by a beneficial owner, give to the beneficial owner or his or her nominee a proxy enabling the beneficial owner or his or her nominee to vote voting securities referred to in subsection (1).

             (6)  For the purpose of this section, "custodian" means a custodian of securities issued by a mutual fund held for the benefit of plan holders under a custodial agreement or other arrangement.

1990 c48 s50

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Rep. by 2008 c44 s15

      51. [Rep. by 2008 c44 s15]

2008 c44 s15

PART XIII
PROSPECTING SYNDICATES

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Agreements

      52. (1) Upon the filing of a prospecting syndicate agreement and the issuance of a receipt by the superintendent, the liability of the members of the syndicate or parties to the agreement is limited to the extent provided by the terms of the agreement where

             (a)  the sole purpose of the syndicate is the financing of prospecting expeditions, preliminary mining development, or the acquisition of mining properties, or a combination of them;

             (b)  the agreement clearly sets out

                      (i)  the purpose of the syndicate,

                     (ii)  the particulars of a transaction effected or in contemplation involving the issue of units for a consideration other than cash,

                    (iii)  the maximum amount, not exceeding 25% of the sale price, that may be charged or taken by a person or company as commission upon the sale of units in the syndicate,

                    (iv)  the maximum number of units in the syndicate, not exceeding 33 1/3% of the total number of units of the syndicate, that may be issued in consideration of the transfer to the syndicate of mining properties,

                     (v)  the location of the principal office of the syndicate and that the principal office shall at all times be maintained in the province and that the superintendent and the members of the syndicate shall be notified immediately of a change in the location of the principal office,

                    (vi)  that a person or company holding mining properties for the syndicate shall execute a declaration of trust in favour of the syndicate with respect to the mining properties,

                   (vii)  that after the sale for cash of issued units of the syndicate no mining properties shall be acquired by the syndicate other than by staking unless the acquisition is approved by members of the syndicate holding at least 2/3 of the issued units of the syndicate that have been sold for cash,

                  (viii)  that the administrative expenditures of the syndicate, including, in addition to other items, salaries, office expenses, advertising and commissions paid by the syndicate with respect to the sale of units, shall be limited to 1/3 of the total amount received by the treasury of the syndicate from the sale of its units,

                    (ix)  that a statement of the receipts and disbursements of the syndicate shall be provided to the superintendent and to each member annually,

                     (x)  that 90% of the vendor units of the syndicate shall be escrowed units and may be released upon the consent of the superintendent and that a release of the units shall not be in excess of 1 vendor unit for each unit of the syndicate sold for cash, and

                    (xi)  that no securities, other than those of the syndicate's own issue, and no mining properties owned by the syndicate or held in trust for the syndicate shall be disposed of unless the disposal is approved by members of the syndicate holding at least 2/3 of the issued units of the syndicate other than escrowed units; and

             (c)  the agreement limits the capital of the syndicate to a sum not exceeding $250,000.

             (2)  The superintendent may issue a receipt for a prospecting syndicate agreement filed under this section and is not required to determine whether it is in conformity with paragraphs (1)(a), (b) and (c).

             (3)  A registered dealer shall not trade in a security issued by a prospecting syndicate either as agent for the prospecting syndicate or as principal.

             (4)  The superintendent shall not refuse to issue a receipt under subsection (1) without giving the person or company who filed the prospecting syndicate agreement an opportunity to be heard.

1990 c48 s52; 2004 c37 s43

PART XIV
PROSPECTUS - DISTRIBUTION

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"Distribution", extended meaning

      53. To, but not including, April 1, 1991 , for the purposes of sections 55 to 65, "distribution" means only a distribution that is a distribution to the public.

1990 c48 s53

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Prospectus required

      54. (1) A person or company shall not trade in a security on his or her own account or on behalf of another person or company

             (a)  before April 1, 1991 , where the trade would be a distribution to the public of that security, unless a prospectus has been filed and a receipt obtained from the superintendent; or

             (b)  after March 31, 1991 , where the trade would be a distribution of that security unless a preliminary prospectus and a prospectus have been filed and a receipt obtained from the superintendent.

             (2)  A preliminary prospectus and a prospectus may be filed in accordance with this Part to enable the issuer to become a reporting issuer, notwithstanding the fact that no distribution is contemplated.

             (3)  This section does not apply to a distribution of securities where

             (a)  the trade is in a variable insurance contract by a company licensed under the Insurance Companies Act where the variable insurance contract is

                      (i)  a contract of group insurance,

                     (ii)  a whole life insurance contract providing for the payment at maturity of an amount not less than 3/4 of the premiums paid up to age 75 for a benefit payable at maturity,

                    (iii)  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

                    (iv)  a variable life annuity;

             (b)  the trade is made in a security of an issuer and

                      (i)  each of the parties to the trade is a person or company who is, as regards the issuer, a person or company referred to in subparagraph 2(1)(l)(iii), or

                     (ii)  consists of the purchase, redemption or acquisition by the issuer of a security of the issuer;

             (c)  the trade is made by the issuer in securities of its own issue to a promoter of the issuer or is made by a promoter to another promoter of the issuer in the securities;

             (d)  the securities involved in the trade were previously disposed of by the issuer under the exemptions in paragraph 73(1)(p) or paragraph (f) and each of the parties to the trade is 1 of the not more than 25 purchasers referred to in paragraph 73(1)(p) or each of the parties to the trade is 1 of the not more than 50 purchasers referred to in paragraph (f) and a vendor who relies upon this paragraph is in compliance with subsection 73(3);

             (e)  the trade is made by an issuer of equity securities under a plan made available by that issuer to holders of a class of publicly traded securities of the issuer, which plan permits the holder to direct that dividends or interest paid in respect of securities of the issuer's own issue be applied to the purchase from the issuer of publicly traded equity securities of the issuer's own issue or other securities of the issuer which are redeemable at the option of the holder;

              (f)  the trade is made by a promoter of an issuer or by an issuer in a government incentive security of the issuer's own issue, where solicitations are made to not more than 75 prospective purchasers resulting in sales to not more than 50 purchasers, where

                      (i)  each investor to whom securities are sold in reliance on this exemption has been supplied with an offering memorandum prospectus referred to in paragraph 2(1)(cc) and information identifying every officer and director of the issuer and every promoter of the issuer and giving the particulars of their professional qualifications and associations during the immediately preceding 5 years that are relevant to the undertaking being financed and indicating which of the directors will be devoting his or her full time to the affairs of the issuer,

                     (ii)  each investor has access to substantially the same information concerning the issuer that a prospectus filed under this Act would provide and is

                            (A)  an investor who, by virtue of his or her net worth and investment experience or by virtue of consultation with or advice from a person or company who is not a promoter of the issuer whose securities are being offered and who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment presented to him or her by the issuer, or

                            (B)  a senior officer or director of the issuer or of an affiliate of the issuer or a spouse, parent, brother, sister or child of the director or officer,

                    (iii)  the offer and sale of the securities are not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred in connection with the offer and sale, except for professional services or for services performed by a registered dealer,

                    (iv)  each investor to whom securities are sold in reliance on this exemption is given a contractual right of action described in the offering memorandum prospectus referred to in paragraph 2(1)(h) and subsections 73(11), (22) and (23), and

                     (v)  the vendor who relies upon this paragraph complies with subsection 73(3); or

             (g)  the trade is made by a financial intermediary, as defined in paragraph 2(1)(p) as principal or agent in shares or units of mutual funds where the shares or units are sold to a pension plan, deferred profit sharing plan, retirement savings plan or other similar capital accumulation plan maintained by the sponsor of that plan for its employees and the decision to purchase the shares or units is not made by or at the direction of that employee.

             (4)  The exemption contained in paragraph (3)(g) does not apply to a trade with an employee referred to in that paragraph in a security, including an investment contract or an interest in a plan referred to in that paragraph, where the decision to purchase the security is made by or at the direction of the employee.

             (5)  This section does not apply to the 1st trade in securities previously acquired under

             (a)  the exemption contained in paragraph 73(1)(j) if

                      (i)  when the exemption was relied upon, a securities exchange takeover bid circular in respect of the securities was filed by the offeror under this Act, and

                     (ii)  the 1st trade is not a distribution as defined in subparagraph 2(1)(l)(iii); or

             (b)  the exemption contained in paragraph 73(1)(o) where the purchaser is a promoter of the issuer.

             (6)  The 1st trade in securities acquired under the exemption contained in paragraph (3)(c) is a distribution unless the 1st trade is made in accordance with subsection 73(7) as if subsection 73(7) were applicable.

             (7)  The 1st trade in securities acquired under the exemption contained in paragraph (3)(d) is a distribution unless the 1st trade is made in accordance with subsection 73(4) as if subsection 73(4) were applicable.

             (8)  The 1st trade in securities by a purchaser who acquired them under the exemption contained in paragraph (5)(b) of is a distribution unless the 1st trade is made in accordance with subsection 73(7) as if subsection 73(7) were applicable.

             (9)  The 1st trade in securities acquired by a purchaser under the exemption contained in paragraph (3)(e) is a distribution unless the 1st trade is made in accordance with subsection 73(5) as if subsection 73(5) were applicable.

           (10)  The 1st trade in securities acquired by a purchaser under the exemption contained in paragraph (3)(f) is a distribution unless the 1st trade is made in accordance with subsection 73(4) as if subsection 73(4) were applicable.

           (11)  For purposes of paragraph (3)(a), "contract", "life insurance" and "policy" have the meaning ascribed to them under section 2 of the Insurance Companies Act .

           (12)  "Government incentive security" means a security designed to enable the holder to receive a grant or other monetary benefit, such as a right to a credit against taxes or a deduction in the determination of income for tax purposes, under provisions of a statute or a regulation of Canada or the province, or another province or territory of Canada designated by the superintendent for the purposes of paragraph (3)(f).

           (13)  "Group insurance" means insurance, other than creditor's group insurance and family insurance, by which the lives of a number of persons are insured individually under a single contract between an insurer and an employer or other person for the purpose of paragraph (3)(a).

1990 c48 s54; 2004 c37 s44

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Preliminary prospectus

      55. (1) A preliminary prospectus shall substantially comply with the requirements of the securities law of the province respecting the form and content of a prospectus, except that the report of the auditor or accountant required by the regulations need not be included.

             (2)  A preliminary prospectus may exclude information with respect to the price to the underwriter and offering price of securities and other matters dependent upon or relating to those prices.

1990 c48 s55; 2001 c37 s13

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Receipt for preliminary prospectus

      56. The superintendent shall issue a receipt for a preliminary prospectus immediately upon the filing of the preliminary prospectus.

1990 c48 s56

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Prospectus

      57. (1) A prospectus shall provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be distributed and shall comply with the requirements of the securities law of the province.

             (2)  The prospectus shall contain or be accompanied by the financial statements, reports or other documents that are required by the securities law of the province.

1990 c48 s57; 2001 c37 s14

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Rep. by 2006 c42 s5

      58. [Rep. by 2006 c42 s5]

2006 c42 s5

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Rep. by 2006 c42 s5

      59. [Rep. by 2006 c42 s5]

2006 c42 s5

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Rep. by 2006 c42 s5

      60. [Rep. by 2006 c42 s5]

2006 c42 s5

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Rep. by 2006 c42 s5

      61. [Rep. by 2006 c42 s5]

2006 c42 s5

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Receipt for prospectus

      62. (1) The superintendent shall issue a receipt for a prospectus filed under this Part unless he or she considers that it is not in the public interest to do so.

             (2)  Notwithstanding subsection (1), the superintendent shall not issue a receipt for a prospectus filed under this Part if he or she considers that

             (a)  the prospectus or a document required to be filed with it

                      (i)  does not comply in a substantial respect with the requirements of this Part or the rules,

                     (ii)  contains a statement, promise, estimate or forward-looking information that is misleading, false or deceptive, or

                    (iii)  contains a misrepresentation;

             (b)  an unconscionable consideration has been paid or given for services or promotional purposes or for the acquisition of property;

             (c)  the aggregate of

                      (i)  the proceeds from the sale of the securities under the prospectus that are to be paid into the treasury of the issuer, and

                     (ii)  the other resources of the issuer

is insufficient to accomplish the purpose of the issue stated in the prospectus;

             (d)  the issuer cannot reasonably be expected to be financially responsible in the conduct of its business because of the financial condition of

                      (i)  the issuer,

                     (ii)  an issuer’s officer, director, promoter or control person, or

                    (iii)  the investment fund manager of the issuer of the investment fund manager’s officer, director or control person;

             (e)  the business of the issuer may not be conducted with integrity and in the best interests of the security holders of the issuer because of the past conduct of

                      (i)  the issuer,

                     (ii)  an issuer’s officer, director, promoter or control person, or

                    (iii)  the investment fund manager of the issuer of the investment fund manager’s officer, director or control person;

              (f)  a person or company that has prepared or certified a part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable;

             (g)  an escrow or pooling agreement in the form that the superintendent considers necessary or advisable with respect to the securities has not been entered into; or

             (h)  adequate arrangements have not been made for the holding in trust of the proceeds payable to the issuer from the sale of securities pending the distribution of the securities.

             (3)  A person or company filing a prospectus shall not be refused a receipt for that prospectus without being given an opportunity to be heard.

2006 c42 s6

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Rep. by 2006 c42 s6

      63. [Rep. by 2006 c42 s6]

2006 c42 s6

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Short form prospectus

      64. (1) A person or company may, where permitted by the regulations, file a short form of preliminary prospectus and a short form of prospectus in the prescribed form under section 54, or a short form of prospectus as a matter of form and a short form of prospectus in the prescribed form under section 63, and the prospectus that complies with the regulations applicable to it is, for the purpose of section 57, considered to provide sufficient disclosure of all material facts relating to the securities issued or proposed to be distributed under the prospectus.

             (2)  A short form prospectus may contain 1 or more forms of certificate to be signed as alternatives to the forms of certificate set out in subsections 59(1) and (2) and subsection 60(1) and, where a certificate in a short form prospectus is used in accordance with the regulations, it is not necessary to use the alternative certificate required by subsections 59(1) and (2) and subsection 60(1).

             (3)  A person or company may, where permitted by the regulations, file a summary statement as a separate document in the prescribed form together with a prospectus filed under section 54 or 63.

             (4)  Notwithstanding subsection 62(1), where a summary statement is filed with a prospectus, the superintendent shall not issue a receipt for the prospectus where it appears to him or her that the summary statement does not comply with the regulations applicable to it.

             (5)  A summary statement filed with a prospectus for which a receipt has been issued may be sent or delivered by a dealer to a purchaser of securities instead of a prospectus as required in section 72, and where a dealer elects, the provisions of sections 72 and 133 with respect to a prospectus apply with the necessary changes to a summary statement.

             (6)  A summary statement sent or delivered to a purchaser shall contain a statement informing the purchaser that a copy of the prospectus which was filed with the summary statement will be provided to the purchaser on request, and each person or company that signs the certificate contained in the prospectus shall ensure compliance with the request.

             (7)  Where, during the distribution or distribution to the public of a security under a prospectus, an order is made to stop trading in the security, or the receipt issued by the superintendent for the prospectus is revoked or the prospectus lapses or the use of a prospectus is otherwise prohibited by this Act, the regulations or by a decision of the superintendent or an order of a court, a summary statement filed with the prospectus shall stop having effect for the purposes of section 72 unless the superintendent otherwise orders.

             (8)  Nothing in this section shall be construed to provide relief from liability arising under section 130 where a misrepresentation is contained in a prescribed short form prospectus and, for the purpose of section 130, where a misrepresentation is contained in a summary statement filed with a prospectus, the misrepresentation is considered to be contained in the prospectus.

1990 c48 s64; 2004 c37 s51

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Orders to provide information

      65. (1) Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain from the issuer of the securities information or material that is necessary for the purpose of complying with this Part or the regulations, the superintendent may order the issuer of the securities to provide to the person or company that proposes to make the distribution the information and material that the superintendent considers necessary for the purposes of the distribution, upon the terms and subject to the conditions that he or she considers appropriate, and the information and material may be used by the person or company to whom it is provided for the purpose of complying with this Part and the regulations.

             (2)  Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain signatures to the certificates required by this Act or the regulations, or otherwise to comply with this Part or the regulations, the superintendent may, upon being satisfied that all reasonable efforts have been made to comply with this Part and the regulations and that a person or company is not likely to be prejudicially affected by the failure to comply, make an order waiving the provisions of this Part or the regulations that he or she considers advisable, upon the terms and subject to the conditions that he or she considers appropriate.

1990 c48 s65; 2004 c37 s52

PART XV
DISTRIBUTION - GENERALLY

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"Waiting period" defined

      66. (1) In this section, "waiting period" means the interval between the issuance by the superintendent of a receipt for a preliminary prospectus relating to the offering of a security and the issuance by him or her of a receipt for the prospectus.

             (2)  Notwithstanding section 54, but subject to Part XII, it is permissible during the waiting period

             (a)  to distribute a notice, circular, advertisement or letter to or otherwise communicate with a person or company identifying the security proposed to be issued, stating the price of the security, if then determined, the name and address of a person or company from whom purchases of the security may be made and containing the further information that may be permitted or required by the regulations, if every notice, circular, advertisement, letter or other communication states the name and address of a person or company from whom a preliminary prospectus may be obtained;

             (b)  to distribute a preliminary prospectus; and

             (c)  to solicit expressions of interest from a prospective purchaser where, before the solicitation or immediately after the prospective purchaser indicates an interest in purchasing the security, a copy of the preliminary prospectus is forwarded to him or her.

1990 c48 s66; 2004 c37 s53; 2008 c44 s16

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Rep. by 2006 c42 s7

      67. [Rep. by 2006 c42 s7]

2006 c42 s7

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Rep. by 2006 c42 s7

      68. [Rep. by 2006 c42 s7]

2006 c42 s7

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Defective preliminary prospectus

      69. Where it appears to the superintendent that a preliminary prospectus is defective in that it does not substantially comply with the requirements of the securities law of the province as to form and content, he or she may, without giving notice, order that the trading permitted by subsection 66(2) in the security to which the preliminary prospectus relates shall stop until a revised preliminary prospectus satisfactory to the superintendent is filed and forwarded to each recipient of the defective preliminary prospectus according to the record maintained in accordance with rules made under section 144.1.

1990 c48 s69; 2001 c37 s15; 2004 c37 s54; 2006 c42 s8

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Material given on distribution

      70. From the date of the issuance by the superintendent of a receipt for a prospectus relating to a security, a person or company trading in the security in a distribution, either on his or her own account or on behalf of another person or company, may distribute the prospectus, a document filed with or referred to in the prospectus and a notice, circular, advertisement or letter of the nature described in paragraph 66(2)(a) or other printed or written material respecting the security which has been approved by the superintendent.

1990 c48 s70; 2004 c37 s55

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Order to stop trading

      71. (1) Where it appears to the superintendent, after the filing of a prospectus under this Part and the issuance of a receipt for it, that the circumstances set out in subsection 62(2) exist, the superintendent may order that the distribution of the securities under the prospectus shall stop.

             (2)  An order shall not be made under subsection (1) without giving the person or company directly affected notice and an opportunity to be heard, unless the superintendent decides that the delay necessary to provide notice and an opportunity to be heard would be prejudicial to the public interest in which event a temporary order may be made which shall expire 15 days from the date of the making of the order unless extended by the superintendent to allow the person or company directly affected an opportunity to be heard.

             (3)  A notice of every order made under this section shall be served upon the issuer to whose securities the prospectus relates, and immediately upon the receipt of the notice,

             (a)  distribution of the securities under prospectus by the person or company named in the order shall stop; and

             (b)  a receipt issued by the superintendent for the prospectus is revoked.

2004 c37 s56

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Revocation of purchase

      72. A person or company that purchases a security under a distribution to which section 54 applies may cancel the purchase in accordance with rules made under section 144.1.

2006 c42 s9

PART XVI
EXEMPTIONS FROM PROSPECTUS
REQUIREMENTS

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Rep. by 2006 c42 s9

      73. [Rep. by 2006 c42 s9]

2006 c42 s9

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Rep. by 2006 c42 s9

      74. [Rep. by 2006 c42 s9]

2006 c42 s9

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Exemption order

      75. (1) The superintendent may, upon the application of an interested person or company or upon the superintendent's own motion, order that a trade, intended trade, security, person or company is not subject to section 26 or 54 where he or she is satisfied that to do so would not be prejudicial to the public interest.

             (2)  Where doubt exists whether a distribution of a security has been concluded or is currently in progress, the superintendent may determine the question and make an order accordingly.

             (3)  A decision of the superintendent under this section is final and there is no appeal from the decision.

             (4)  An order made under subsection (1) may, at the discretion of the superintendent, come into force on a date prior to the date on which the order is made.

2008 c44 s17

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Considering issuer to be a reporting issuer

   75.1 (1) The superintendent may,

             (a)  upon the application of an issuer, where the superintendent considers that it would not be prejudicial to the public interest; or

             (b)  on his or her own motion, where he or she is of the opinion that it would be in the public interest

make an order that the issuer be considered a reporting issuer for the purposes of the securities law of the province.

             (2)  The superintendent shall not make an order under paragraph (1)(b) without giving the issuer an opportunity to be heard.

2008 c44 s17

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Considering a trade to be a distribution

   75.2 (1) The superintendent may order that a trade or intended trade or class of trades or intended trades be considered a distribution, where the superintendent is of the opinion that the order would be in the public interest.

             (2)  An order made under this section may be made by the superintendent on his or her own motion or on an application of a person or company directly affected by the trade in respect of which the application is being made.

             (3)  An order made under subsection (1) may, at the discretion of the superintendent, come into force on a date prior to the date on which the order is made.

             (4)  A decision of the superintendent under this section is final and there is no appeal from the decision.

2008 c44 s17

PART XVII
CONTINUOUS DISCLOSURE

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Disclosure

      76. A reporting issuer shall, in accordance with rules made under section 144.1,

             (a)  provide periodic disclosure about its business and affairs;

             (b)  provide disclosure of a material change; and

             (c)  provide other disclosure as required under those rules.

2006 c42 s10

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Trading where undisclosed change

      77. (1) A person or company in a special relationship with a reporting issuer shall not purchase or sell securities of the reporting issuer with the knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed.

             (2)  A reporting issuer and a person or company in a special relationship with a reporting issuer shall not inform, other than in the necessary course of business, another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.

             (3)  A person or company that proposes

             (a)  to make a take-over bid, as defined in Part XIX, for the securities of a reporting issuer;

             (b)  to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer; or

             (c)  to acquire a substantial portion of the property of a reporting issuer,

shall not inform another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed except where the information is given in the necessary course of business to effect the take-over bid, business combination or acquisition.

             (4)  A person or company shall not be found to have contravened subsection (1), (2) or (3) where the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed.

             (5)  For the purpose of this section, "person or company in a special relationship with a reporting issuer" means

             (a)  a person or company that is an insider, affiliate or associate of

                      (i)  the reporting issuer,

                     (ii)  a person or company that is proposing to make a take-over bid, as defined in Part XIX, for the securities of the reporting issuer, or

                    (iii)  a person or company that is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the reporting issuer or to acquire a substantial portion of its property;

             (b)  a person or company that is engaging in or proposes to engage in a business or professional activity with or on behalf of the reporting issuer or with or on behalf of a person or company described in subparagraph (a)(ii) or (iii);

             (c)  a person who is a director, officer or employee of the reporting issuer or of a person or company described in subparagraph (a)(ii) or (iii) or in paragraph (b);

             (d)  a person or company that learned of the material fact or material change with respect to the reporting issuer while the person or company was a person or company described in paragraph (a), (b) or (c); or

             (e)  a person or company that learns of a material fact or material change with respect to the issuer from another person or company described in this subsection, including a person or company described in this paragraph, and knows or ought reasonably to have known that the other person or company is a person or company in that relationship.

             (6)  For the purpose of subsection (1), a security of the reporting issuer is considered to include

             (a)  a put, call option or other right or obligation to purchase or sell securities of the reporting issuer; or

             (b)  a security, the market price of which varies materially with the market price of the securities of the issuer.

1990 c48 s77

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Rep. by 2006 c42 s11

      78. [Rep. by 2006 c42 s11]

2006 c42 s11

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Rep. by 2006 c42 s11

      79. [Rep. by 2006 c42 s11]

2006 c42 s11

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Rep. by 2006 c42 s11

      80. [Rep. by 2006 c42 s11]

2006 c42 s11

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Relief against certain requirement

      81. Upon the application of a reporting issuer or upon the motion of the superintendent, the superintendent may, where in the opinion of the superintendent to do so would not be prejudicial to the public interest, make an order on those terms and conditions that the superintendent may impose exempting, in whole or in part, a reporting issuer or class of reporting issuers from a requirement of this Part or the rules relating to a requirement of this Part

             (a)  where the requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer or class of reporting issuers is incorporated, organized or continued;

             (b)  where the reporting issuer or class of reporting issuers ordinarily distributes financial information to holders of its or their securities in a form, or at times, different from those required by this Part; or

             (c)  where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing.

2006 c42 s11

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Filing of information circular

      82. (1) Where the management of a reporting issuer is required to send an information circular under paragraph 87(1)(a), the reporting issuer shall immediately file a copy of the information circular certified in accordance with the regulations.

             (2)  Where subsection (1) is not applicable, the reporting issuer shall file annually within 140 days from the end of its last financial year a report prepared and certified in accordance with the regulations.

1990 c48 s82

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Filing of documents filed in another jurisdiction

      83. Where the laws of the jurisdiction in which the reporting issuer was incorporated, organized or continued require the reporting issuer to file substantially the same information in that jurisdiction that is required by this Part, the reporting issuer may comply with the filing requirements of this Part by filing copies of the press release, timely disclosure report, information circular or financial statements and auditor's report required by that jurisdiction, provided the releases, reports, circulars or statements are manually signed or certified in accordance with the regulations.

1990 c48 s83

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Order relieving small reporting issuer

      84. Upon the application of a reporting issuer that has fewer than 15 security holders whose latest address as shown on the books of the reporting issuer is in the province, the superintendent may order, subject to the terms and conditions that he or she may impose, that the reporting issuer is no longer a reporting issuer where the superintendent is satisfied that to do so would not be prejudicial to the public interest.

2004 c37 s62

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Rep. by 2008 c44 s18

   84.1 [Rep. by 2008 c44 s18]

2008 c44 s18

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Rep. by 2008 c44 s18

   84.2 [Rep. by 2008 c44 s18]

2008 c44 s18

PART XVIII
PROXIES AND PROXY SOLICITATION

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Interpretation

      85. In this Part, "information circular" means an information circular prepared in accordance with the rules.

2006 c42 s12

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Mandatory solicitation of proxies

      86. Where the management of a reporting issuer gives or intends to give to holders of its voting securities notice of a meeting, the management shall, concurrently with or before giving the notice to the security holders whose latest address as shown on the books of the reporting issuer is in the province, send by prepaid mail to each security holder who is entitled to notice of meeting, at his or her latest address as shown on the books of the reporting issuer, a form of proxy for use at the meeting that complies with the regulations.

1990 c48 s86

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Information circular

      87. (1) A person or company shall not solicit proxies from holders of its voting securities whose latest address as shown on the books of the reporting issuer is in the province unless,

             (a)  in the case of a solicitation by or on behalf of the management of a reporting issuer, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent by prepaid mail to each security holder of the reporting issuer whose proxy is solicited at his or her latest address as shown on the books of the reporting issuer; or

             (b)  in the case of another solicitation, the person or company making the solicitation, concurrently with or before it, delivers or sends an information circular to each security holder whose proxy is solicited.

             (2)  Subsection (1) does not apply to

             (a)  a solicitation, otherwise than by or on behalf of the management of a reporting issuer, where the total number of security holders whose proxies are solicited is not more than 15, 2 or more persons or companies who are the joint registered owners of 1 or more securities being counted as 1 security holder;

             (b)  a solicitation by a person or company made under section 50; or

             (c)  a solicitation by a person or company in respect of securities of which he, she or the company is the beneficial owner.

1990 c48 s87; 2008 c44 s19

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Voting where proxies

      88. The chairperson at a meeting has the right not to conduct a vote by way of ballot on a matter or group of matters in connection with which the form of proxy has provided a means by which the person or company whose proxy is solicited may specify how that person or company wishes the securities registered in his or her name to be voted unless

             (a)  a poll is demanded by a security holder present at the meeting in person or represented there by proxy; or

             (b)  proxies requiring that the securities represented by them be voted against what would otherwise be the decision of the meeting in relation to the matters or group of matters total more than 5% of all the voting rights attached to all the securities entitled to be voted and be represented at the meeting.

1990 c48 s88

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Compliance with laws of other jurisdiction

      89. (1) Notwithstanding subsection (2), where a reporting issuer is complying with the requirements of the laws of the jurisdiction under which it is incorporated, organized or continued and the requirements are substantially similar to the requirements of this Part, the requirements of this Part do not apply.

             (2)  Upon the application of an interested person or company, the superintendent may

             (a)  where a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued; or

             (b)  where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing,

make an order, on the terms and conditions that the superintendent may impose, exempting, in whole or in part, a person or company from the requirements of this Part and of section 82.

1990 c48 s89; 2004 c37 s65

PART XIX
TAKE-OVER BIDS AND ISSUER BIDS

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Interpretation

      90. In this Part

             (a)  "interested person" means

                      (i)  an issuer whose securities are the subject of a take-over bid, issuer bid or other offer to acquire,

                     (ii)  a security holder, director or officer of an issuer described in subparagraph (i),

                    (iii)  an offeror,

                    (iv)  the superintendent, and

                     (v)  a person or company not referred to in subparagraphs (i) to (iv) who, in the opinion of the superintendent or a judge of the Trial Division, is a proper person to make an application under section 93 or 94;

             (b)  "issuer bid" means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is

                      (i)  made by the issuer of the security, and

                     (ii)  within a prescribed class of offers, acquisitions or redemptions; and

             (c)  "take-over bid" means a direct or indirect offer to acquire a security that is

                      (i)  made directly or indirectly by a person or company other than the issuer of the security, and

                     (ii)  within a prescribed class of offers to acquire.

2006 c42 s13

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Making a bid

      91. A person or company shall not make a take-over bid or issuer bid, whether alone or acting jointly or in concert with one or more persons, except in accordance with the rules.

2006 c42 s13

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Director recommendation

      92. (1) When a take-over bid has been made, the directors of the issuer whose securities are the subject of the bid shall

             (a)  determine whether to recommend acceptance or rejection of the bid or determine not to make a recommendation; and

             (b)  make the recommendation, or a statement that they are not making a recommendation, in accordance with the rules.

             (2)  An individual director or officer of the issuer described in subsection (1) may recommend acceptance or rejection of the take-over bid if the recommendation is made in accordance with the rules.

2006 c42 s13

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Applications to superintendent

      93. (1) An interested person may apply to the superintendent and, if the superintendent considers that a person has not complied or is not complying with this Part or the rules, he or she may make an order

             (a)  restraining the distribution of a document, record or materials used or issued in connection with a take-over bid or issuer bid;

             (b)  requiring an amendment to or variation of a document, record or material used or issued in connection with a take-over bid or issuer bid and requiring the distribution of amended, varied or corrected information;

             (c)  directing a person or company to comply with this Part or the rules;

             (d)  restraining a person or company from contravening this Part or the rules; or

             (e)  directing the directors and officers of a person or company to cause the person or company to comply with or to cease contravening this Part or the rules.

             (2)  On application by an interested person, the superintendent may order that a person or company is exempt from a requirement under this Part or the rules if the superintendent considers it would not be prejudicial to the public interest to do so.

2006 c42 s13; 2008 c44 s20

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Application to Trial Division

      94. (1) An interested person may apply to the Trial Division and, if the Trial Division is satisfied that a person or company has not complied with this Part or the rules, the Trial Division may make an interim or final order as it sees fit, including an order

             (a)  compensating an interested person who is a party to the application for damages suffered as a result of a contravention of this Part or the rules;

             (b)  rescinding a transaction with an interested person, including the issue of a security or a purchase and sale of a security;

             (c)  requiring a person or company to dispose of securities acquired under or in connection with a take-over bid or issuer bid;

             (d)  prohibiting a person or company from exercising any or all of the voting rights attached to securities; and

             (e)  requiring the trial of an issue.

             (2)  If the superintendent is not the applicant under subsection (1), he or she

             (a)  shall be given notice of the application, and

             (b)  is entitled to appear at the hearing and make representations to the Trial Division.

2006 c42 s13

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Rep. by 2006 c42 s13

      95. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

      96. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

      97. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

      98. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

      99. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   100. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   101. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   102. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   103. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   104. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   105. [Rep. by 2006 c42 s13]

2006 c42 s13

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Rep. by 2006 c42 s13

   106. [Rep. by 2006 c42 s13]

2006 c42 s13

PART XX
INSIDER TRADING AND SELF-DEALING

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Reports of insider

   107. An insider of a reporting issuer shall file reports and make disclosure in accordance with rules made under section 144.1.

2006 c42 s14

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Early warning

   108. If a person or company acquires beneficial ownership, directly or indirectly of, or direct or indirect control or direction over, securities of a type or class prescribed by the rules of a reporting issuer representing a prescribed percentage of the outstanding securities of that type or class, the person or company and a person or company acting jointly or in concert with the person or company shall make and file disclosure in accordance with the rules and comply with prohibitions in the rules on transactions in securities of the reporting issuer.

2006 c42 s14

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Rep. by 2006 c42 s14

   109. [Rep. by 2006 c42 s14]

2006 c42 s14

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Rep. by 2006 c42 s14

   110. [Rep. by 2006 c42 s14]

2006 c42 s14

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Interpretation

   111. For the purpose of sections 112, 113, 114, 115 and 116

             (a)  "investment" means a purchase of a security of a class of securities of an issuer including bonds, debentures, notes, or other evidences of indebtedness, and a loan to persons or companies but does not include an advance or loan, whether secured or unsecured, that is made by a mutual fund, its management company or its distribution company that is merely ancillary to the main business of the mutual fund, its management company or its distribution company;

             (b)  a person or company or a group of persons or companies has a significant interest in an issuer, where

                      (i)  in the case of a person or company, he, she or it owns beneficially, either directly or indirectly, more than 10%, or

                     (ii)  in the case of a group of persons or companies, they own beneficially, either individually or together and either directly or indirectly, more than 50%

of the outstanding shares or units of the issuer;

             (c)  a person or company or a group of persons or companies is a substantial security holder of an issuer where that person or company or group of persons or companies owns beneficially, either individually or together or directly or indirectly, voting securities to which are attached more than 20% of the voting rights attached to all the voting securities of the issuer which are outstanding, but in calculating the percentage of voting rights attached to voting securities owned by an underwriter, there shall be excluded voting securities acquired by him or her as an underwriter in a distribution of the securities but the exclusion stops having effect on completion or cessation of the distribution by him or her; and

             (d)  where a person or company or group of persons or companies owns beneficially, directly or indirectly, or under this section is considered to own beneficially, voting securities of an issuer, that person or company or group of persons or companies is considered to own beneficially a proportion of voting securities of another issuer that are owned beneficially, directly or indirectly, by the first-mentioned issuer, which proportion shall equal the proportion of the voting securities of the first-mentioned issuer that are owned beneficially, directly or indirectly, or that under this section are considered to be owned beneficially, by that person or company or group of persons or companies.

1990 c48 s111

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Loans of mutual funds in the province

   112. (1) A mutual fund in the province shall not knowingly make an investment by way of loan to

             (a)  an officer or director of the mutual fund, its management company or distribution company or an associate of them; or

             (b)  an individual, where the individual or an associate of the individual is a substantial security holder of the mutual fund, its management company or distribution company.

             (2)  A mutual fund in the province shall not knowingly make an investment

             (a)  in a person or company that is a substantial security holder of the mutual fund, its management company or distribution company;

             (b)  in a person or company in which the mutual fund, alone or together with 1 or more related mutual funds, is a substantial security holder; or

             (c)  in an issuer in which

                      (i)  an officer or director of the mutual fund, its management company or distribution company or an associate, or

                     (ii)  a person or company that is a substantial security holder of the mutual fund, its management company or its distribution company,

has a significant interest.

             (3)  A mutual fund in the province or its management company or its distribution company shall not knowingly hold an investment made after April 1, 1991 that is an investment described in this section.

1990 c48 s112

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Indirect investment

   113. A mutual fund or its management company or its distribution company shall not knowingly enter into a contract or other arrangement that results in its being directly or indirectly liable or contingently liable in respect of an investment by way of loan to, or other investment in, a person or company to whom it is by section 112 prohibited from making a loan or in which it is prohibited from making another investment, and for the purpose of section 112 a contract or other arrangement is considered to be a loan or an investment.

1990 c48 s113

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Rep. by 2006 c42 s15

   114. [Rep. by 2006 c42 s15]

2006 c42 s15

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Exception to s.111(d)

   115. Notwithstanding paragraph 111(d), a mutual fund is not prohibited from making an investment in an issuer only because a person or company or group of persons or companies that own beneficially, directly or indirectly, or are considered to own beneficially, voting securities of the mutual fund or its management company or its distribution company are for that reason considered to own beneficially voting securities of the issuer.

1990 c48 s115

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Fees on investment

   116. (1) A mutual fund shall not make an investment in consequence of which a related person or company of the mutual fund will receive a fee or other compensation except fees paid under a contract which is disclosed in a preliminary prospectus or prospectus, or an amendment to either of them, that is filed by the mutual fund and is accepted by the superintendent.

             (2)  The superintendent may, upon the application of a mutual fund and where he or she is satisfied that it would not be prejudicial to the public interest to do so, order, subject to the terms and conditions that he or she may impose, that subsection (1) does not apply to the mutual fund.

1990 c48 s116; 2004 c37 s74

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Rep. by 2008 c44 s21

   117. [Rep. by 2008 c44 s21]

2008 c44 s21

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Filing by management companies

   118. (1) A management company shall file a report prepared in accordance with the regulations of

             (a)  every transaction of purchase or sale of securities between the mutual fund and a related person or company;

             (b)  every loan received by the mutual fund from, or made by the mutual fund to, its related persons or companies;

             (c)  every purchase or sale effected by the mutual fund through a related person or company with respect to which the related person or company received a fee either from the mutual fund or from the other party to the transaction or from both; and

             (d)  a transaction in which, by arrangement other than an arrangement relating to insider trading in portfolio securities, the mutual fund is a joint participant with 1 or more of its related persons or companies,

in respect of each mutual fund to which it provides services or advice, within 30 days after the end of the month in which it occurs.

             (2)  The superintendent may, upon the application of the management company of a mutual fund and where he or she is of the opinion that it would not be prejudicial to the public interest to do so, order, subject to the terms and conditions that he or she may impose, that subsection (1) does not apply to a transaction or class of transactions.

1990 c48 s118; 2004 c37 s75

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"Responsible person" defined

   119. (1) In this section, "responsible person" means a portfolio manager and an individual who is a partner, director or officer of a portfolio manager together with every affiliate of a portfolio manager and an individual who is a director, officer or employee of the affiliate or who is an employee of the portfolio manager, where the affiliate or the individual participates in the formulation of, or has access before implementation of investment decisions made on behalf of or the advice given to the client of the portfolio manager.

             (2)  A portfolio manager shall not knowingly cause an investment portfolio managed by it to

             (a)  invest in an issuer in which a responsible person or an associate of a responsible person is an officer or director unless the specific fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase;

             (b)  purchase or sell the securities of an issuer from or to the account of a responsible person, an associate of a responsible person or the portfolio manager; or

             (c)  make a loan to a responsible person or an associate of a responsible person or the portfolio manager.

             (3)  Where the superintendent determines that a portfolio manager or a class of portfolio managers is subject to regulations, imposed by a self-regulatory organization, to substantially the same effect as the requirements set out in subsection (2), the superintendent may, subject to the terms and conditions that the superintendent may impose, exempt the portfolio manager or class of portfolio managers from the requirements of subsection (2).

1990 c48 s119; 2004 c37 s76

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Trades by mutual fund insiders

   120. A person or company that has access to information concerning the investment program of a mutual fund or the investment portfolio managed for a client by a portfolio manager shall not purchase or sell securities of an issuer for his, her or its account where the portfolio securities of the mutual fund or the investment portfolio managed for a client by a portfolio manager includes securities of that issuer and where the information is used by the person or company for his, her or its direct benefit or advantage.

1990 c48 s120

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Filing in other jurisdiction

   121. (1) Notwithstanding subsection (2), where the laws of the jurisdiction in which the reporting issuer is incorporated, organized or continued require substantially the same reports in that jurisdiction as are required by this Part, the filing requirements of this Part may be complied with by filing the reports required by the laws of that jurisdiction manually signed or certified in accordance with the regulations.

             (2)  The superintendent may

             (a)  upon the application of an interested person or company

                      (i)  where a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued, or

                     (ii)  where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing; or

             (b)  upon his or her own motion,

make an order on the terms and conditions that seem to the superintendent just and expedient, exempting in whole or in part, a person or company, class of persons or companies or class of transactions from the requirements of this Part.

1990 c48 s121; 2004 c37 s77

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Authorized exceptions to prohibitions

121.1 If the rules made under section 144.1 provide for it, a body established under section 121.2 by an investment fund may approve a transaction that is prohibited under this Part, in which case the prohibition does not apply to the transaction.

2006 c42 s17

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Oversight etc. of investment funds

121.2 (1)  If required to do so by the rules made under section 144.1, an investment fund shall establish and maintain a body for the purpose of overseeing activities of the investment fund and the investment fund manager, reviewing or approving matters affecting the investment fund, including transactions referred to in section 121.1 and disclosing information to security holders of the fund, to the investment fund manager and to the superintendent.

             (2)  The body referred to in subsection (1) has the powers and duties that may be prescribed by the rules.

2006 c42 s17

PART XXI
ENFORCEMENT

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Offences, general

   122. (1) Every person or company that,

             (a)  makes a statement in material, evidence or information submitted to the superintendent, a person acting under the authority of the superintendent or a person making an investigation or examination under this Act that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;

             (b)  makes a statement in an application, release, report, preliminary prospectus, prospectus, return, financial statement, information circular, take-over bid circular, issuer bid circular or other document required to be filed or furnished under the securities law of the province that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;

             (c)  obstructs or interferes with an investigator, examiner or other person designated by the superintendent who is carrying out a duty under this Act, the regulations or the rules; or

             (d)  contravenes the securities law of the province,

is guilty of an offence and on conviction is liable to a fine of not more than $5,000,000 or to imprisonment for a term of not more than 5 years, or to both a fine and imprisonment.

             (2)  Paragraphs (1)(a) and (b) do not apply to a statement made or given to the superintendent in a submission in respect of a proposed rule or policy.

             (3)  A person or company is not guilty of an offence under paragraph (1)(a) or (b) where the person or company did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made.

             (4)  Every director or officer of a company or of a person other than an individual who authorized, permitted or acquiesced in the commission of an offence under subsection (1) by the company or person, whether or not a charge has been laid or a finding of guilt has been made against the company or person in respect of the offence under subsection (1), is guilty of an offence and is liable on conviction to a fine of not more than $5,000,000 or to imprisonment for a term of not more than 5 years, or to both a fine and imprisonment.

             (5)  Where a person or company has contravened subsections 77(1), (2) or (3), the fine to which the person or company is liable on conviction shall be not less than the profit made or loss avoided by the person or company by reason of the contravention and not more than the greater of,

             (a)  $5,000,000; and

             (b)  an amount equal to triple the profit made or loss avoided by the person or company by reason of the contravention.

             (6)  If it is not possible to determine the profit made or loss avoided by the person or company by reason of the contravention, subsection (5) does not apply but subsection (1) continues to apply.

             (7)  In subsections (5) and (6),

             (a)  "loss avoided" means the amount by which the amount received for the security sold in contravention of subsection 77(1) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change; and

             (b)  "profit made" means,

                      (i)  the amount by which the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change exceeds the amount paid for the security purchased in contravention of subsection 77(1),

                     (ii)  in respect of a short sale, the amount by which the amount received for the security sold in contravention of subsection 77(1) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change, or

                    (iii)  the value of the consideration received for informing another person or company of a material fact or material change with respect to the reporting issuer in contravention of subsection 77(2) or (3).

2001 c37 s23; 2004 c37 s78; 2010 c19 s8

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Rep. by 2010 c19 s9

   123. [Rep. by 2010 c19 s9]

2010 c19 s9

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Information containing more than 1 offence

   124. An information in respect of a contravention of this Act may be for 1 or more offences, and no information, summons, warrant, conviction or other proceeding in a prosecution is objectionable, or insufficient because of the fact that it relates to 2 or more offences.

1990 c48 s124

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Execution of warrant issued in another province

   125. (1) Where a provincial judge, magistrate or justice of another province or territory of Canada issues a warrant for the arrest of a person on a charge of contravening a provision of an Act of that province or territory similar to this Act, a provincial court judge of this province may, upon satisfactory proof of the handwriting of the provincial judge, magistrate or a justice who issued the warrant, make an endorsement on it, and a warrant so endorsed is sufficient authority to the person bringing the warrant and to all other persons to whom it was originally directed and to all peace officers to execute it and to take the person arrested under it either out of or anywhere in the province and to rearrest the person anywhere in the province.

             (2)  A peace officer of the province or of another province or territory of Canada who is passing through this province having in his or her custody a person arrested in another province or territory under a warrant endorsed under subsection (1) is entitled to hold, take and rearrest the accused anywhere in the province under the warrant without proof of the warrant or the endorsement.

1990 c48 s125; 1996 cR-10.1 s67

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Interim preservation of property

   126. (1) Where the superintendent considers it expedient,

             (a)  for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

             (b)  to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction,

the superintendent may direct a person or company having on deposit or under its control or for safekeeping funds, securities or property of a person or company, to retain those funds, securities or property and to hold them until the superintendent in writing revokes the direction or consents to release a particular fund, security or property from the direction, or until the Trial Division orders otherwise.

             (2)  A direction under subsection (1) that names a bank or other financial institution shall apply only to a branch of the bank or other financial institution identified in the direction.

             (3)  A direction under subsection (1) shall not apply to funds, securities or property in a recognized clearing agency or to securities in process of transfer by a transfer agent unless the direction so states.

             (4)  The superintendent may order that a direction under subsection (1) be certified to a land registrar and mining recorder and that it be registered or recorded against the lands or mineral claims identified in the direction, and on registration or recording of the certificate it shall have the same effect as a certificate of pending litigation.

             (5)  As soon as practicable and not later than 7 days after a direction is issued under subsection (1), the superintendent shall apply to the Trial Division to continue the direction or for another order as the court considers appropriate.

             (6)  A direction under subsection (1) may be made without notice but, in that event, copies of the direction shall be sent forthwith by means that the superintendent may determine to all persons and companies named in the direction.

             (7)  [Rep. by 2004 c37 s79]

2001 c37 s24; 2004 c37 s79

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Cease trading orders and orders in the public interest

   127. (1) The superintendent may, where in his or her opinion it is in the public interest to do so, order

             (a)  that trading in or purchasing cease in respect of any security as specified in the order;

             (b)  that a person or company cease trading in or purchasing securities, specified securities or a class of securities as specified in the order;

             (c)  that exemptions contained in the securities law of the province do not apply to a person or company permanently or for the period specified in the order;

             (d)  that a market participant submit to a review of his, her or its practices and procedures and institute changes ordered by the superintendent;

             (e)  where the superintendent is satisfied that the securities law of the province has not been complied with, that a release, report, preliminary prospectus, prospectus, return, financial statement, information circular, take-over bid circular, issuer bid circular, offering memorandum, proxy solicitation or another document described in the order,

                      (i)  be provided by a market participant to a person or company,

                     (ii)  not be provided by a market participant to a person or company, or

                    (iii)  be amended by a market participant to the extent that amendment is practicable;

              (f)  that a person or company be reprimanded;

             (g)  that a person resign one or more positions that the person holds as a director or officer of an issuer, registrant or investment fund manager or as both a director and officer of the issuer, registrant or investment fund manager;

             (h)  that a person is prohibited from becoming or acting as a director or officer of an issuer, registrant or investment fund manager or as both a director and officer of the issuer, registrant or investment fund manager;

              (i)  that a person or company is prohibited from becoming or acting as a registrant, investment fund manager, or promoter;

              (j)  that a person or company is prohibited from acting in a management or consultative capacity in connection with activities in the securities market;

             (k)  that a person or company is prohibited from engaging in investor relations activities;

              (l)  that a person or company is prohibited from disseminating to the public, or authorizing the dissemination to the public of, any information, document, record or other material of any kind that is described in the order;

            (m)  that a person or company disseminate to the public, by the method, if any, described in the order, the information, document, record or other material relating to the affairs of the registrant or issuer that the superintendent considers must be disseminated;

             (n)  that a person or company amend, in the manner specified in the order, any information or record of any kind disseminated to the public as described in the order;

             (o)  if a person or company has not complied with provincial securities law, that the person or company pay to the Consolidated Revenue Fund any amounts obtained or payments or losses avoided as a result of the non-compliance; or

             (p)  that a person or company comply with or cease contravening and that the directors and officers of the person or company cause the person or company to cease contravening or to comply with the securities law of the province.

          (1.1)  The superintendent may make an order under subsection (1) with respect to a person or company if the person or company

             (a)  has been convicted in