Definitions

Accredited Investor and Permitted Client Definitions

Accredited Investor definition

Individuals
  1. a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; or
  2. an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (a) other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
  3. an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
  4. an individual whose net income before taxes exceeded $200,000 in each of the two (2) most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two (2) most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
  5. an individual who, either alone or with a spouse, has net assets of at least $5,000,000.
Corporations and other legal entities
  1. a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, or
  2. an investment fund that distributes or has distributed its securities only to:
    1. a person that is or was an accredited investor at the time of the distribution,
    2. a person that acquires or acquired securities in the circumstances referred to in sections 2.10 Minimum amount investment and 2.19 Additional investment in investment funds of NI 45-106, or
    3. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 Investment fund reinvestment of NI 45-106, or
  3. an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt, or
  4. a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors, or
  5. an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or
  6. a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as
    1. an accredited investor, or
    2. an exempt purchaser in Alberta or British Columbia.
    3. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 Investment fund reinvestment of NI 45-106, or
Permitted Client definition

  1. an individual registered as an adviser or dealer or the equivalent, other than as a scholarship plan dealer or a restricted dealer, under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
  2. an individual acting on behalf of a managed account managed by the individual, if the individual is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
  3. an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million.
Corporations and other legal entities
  1. a Canadian financial institution or a Schedule III bank;
  2. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
  3. a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary; or
  4. a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than as a scholarship plan dealer or a restricted dealer; or
  5. a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund; or
  6. an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e); or
  7. the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; or
  8. any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
  9. a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxescolaire de liole de Montreal or an inter-municipal management board in Quebec; or
  10. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be; or
  11. a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; or
  12. an investment fund if one or both of the following apply:
    1. the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
    2. the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada; or
    3. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 Investment fund reinvestment of NI 45-106, or
  13. in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity; or
  14. in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity; or
  15. a person or company that is entirely owned by an individual or individuals who are permitted clients , who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction; or
  16. a person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements; or
  17. a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q).