ANNEX A
1. “Qualified Institutional Buyer”
means:
(1) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c)
Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of
1958, as amended, or any rural business investment company as defined in section 384A of the Consolidated Farm and Rural Development Act, as amended;
(d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees;
(e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, as amended;
(f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(d) or (e) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans;
(g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended (the “Investment Advisers
Act”);
(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in Section
3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;
(i) Any
investment adviser registered under the Investment Advisers Act; and
(j) Any institutional accredited investor, as defined in rule 501(a) under the Securities Act, of a type not listed in subparagraphs (1)(i)(a) through (i)
above or subparagraphs (2) through (4) below;
(2) Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer;
(3) Any dealer
registered pursuant to Section 15 of the Exchange Act acting in a riskless
principal transaction on behalf of a qualified institutional buyer;
(4) Any
investment company registered under the Investment Company Act, acting for its
own account or for the accounts of other qualified institutional buyers, that
is part of a family of investment companies which own in the aggregate at least
$100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies. “Family of investment companies” means any
two or more investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of shares of one
or more registered investment companies, that have the same investment adviser
(or, in the case of unit investment trusts, the same depositor),
provided that, for purposes of this subparagraph:
(i) Each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and
(ii) Investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor);
(5) Any entity,
all of the equity owners of which are qualified institutional buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and
(6) Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution.
For purposes of the foregoing definition:
(1)
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps.
(2)
The aggregate
value of securities owned and invested on a discretionary basis by an entity
shall be the cost of such securities, except where the entity reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published. In the latter event, the
securities may be valued at market.
(3)
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise.
(4)
“Riskless principal transaction” means a
transaction in which a dealer buys a security from any person and makes a
simultaneous offsetting sale of such security to a qualified institutional
buyer, including another dealer acting as riskless principal for a qualified
institutional buyer.
* * * * *
2. “U.S. person” means:
(1) Any
natural person resident in the United States;
(2) Any
partnership or corporation organized or incorporated under the laws of the United
States;
(3) Any
estate of which any executor or administrator is a U.S. person;
(4) Any
trust of which any trustee is a U.S. person;
(5) Any
agency or branch of a foreign entity located in the United States;
(6) Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;
(7) Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and
(8) Any
partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.
The following are not “U.S.
persons”:
(1) Any
discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;
(2) Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:
(a) An executor or administrator
of the estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and
(b) The estate is governed by
foreign law;
(3) Any
trust of which any professional fiduciary acting as trustee is a U.S. person,
if a trustee who is not a U.S. person has sole or shared investment discretion
with respect to the trust assets, and no beneficiary of the trust (and no
settlor if the trust is revocable) is a U.S. person;
(4) An
employee benefit plan established and administered in accordance with the law
of a country other than the United States and customary practices and
documentation of such country;
(5) Any
agency or branch of a U.S. person located outside the United States if:
(a) The agency or branch operates for valid business reasons; and
(b) The agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located; and
(6) The
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar international
organizations, their agencies, affiliates and pension plans.
* * * * * *
3.
“Non-U.S. qualified offeree”
means:
(1)
in relation to each member state of the European Economic
Area, any person who is not a retail investor, where a “retail investor” means a
person who is one (or more) of the following:
(a)
a retail client as defined in point (11) of Article 4(1) of
Directive (EU) 2014/65 (as amended, “MiFID II”); or
(b)
a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II;
(2)
in relation to the United Kingdom, any person who is not a
retail investor, where a “retail investor” means a person who is one (or more)
of the following:
(a)
a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 (the “EUWA”); or
(b)
a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (the “FSMA”), and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA;
(3)
in relation to an
investor in the United Kingdom, a “relevant person.” For the purposes of this
provision, the expression “relevant person” means a person who is one (or more)
of the following:
(a)
persons who have professional experience in matters
relating to investments falling within Article 19(5) of the FSMA (Financial
Promotion) Order 2005 (as amended, the “Order”); or
(b)
high net worth companies, and other persons falling within
Article 49(2)(a) to (d) of the Order; or
(c)
any other persons
to whom
an invitation or inducement to engage in investment activity (within the meaning
of Section 21 of the FSMA) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or be caused to be
communicated; or
(4)
any entity outside the U.S., the United Kingdom and the
European Economic Area to whom the offers related to the New Notes may be made
in compliance with all other applicable laws and regulations of any applicable
jurisdiction.
* * * * * *
4. “accredited investor”
means:
(a)
a Canadian financial institution, or a Schedule III bank,
(b)
the Business Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada),
(c)
a subsidiary of any person
referred to in paragraphs (a) or (b), if the person owns all of the voting
securities of the subsidiary, except the voting securities required by law to be
owned by directors of that subsidiary,
(d)
a person registered under the
securities legislation of a jurisdiction of Canada as an adviser or dealer,
(e)
an individual registered under the
securities legislation of a jurisdiction of Canada as a representative of a
person referred to in paragraph (d),
(e.1) an individual
formerly registered under the securities legislation of a jurisdiction of
Canada, other than an individual formerly registered solely as a representative
of a limited market dealer under one or both of the Securities Act (Ontario) or
the Securities Act (Newfoundland and Labrador),
(f)
the Government of Canada or a
jurisdiction of Canada, or any crown corporation, agency or wholly owned entity
of the Government of Canada or a jurisdiction of Canada,
(g)
a municipality, public board or
commission in Canada and a metropolitan community, school board, the Comité de
gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management
board in Québec,
(h)
any national, federal, state,
provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government,
(i)
a pension fund that is regulated
by the Office of the Superintendent of Financial Institutions (Canada), a
pension commission or similar regulatory authority of a jurisdiction of Canada,
(j)
an individual who, either alone or
with a spouse, beneficially owns financial assets having an aggregate realizable
value that, before taxes but net of any related liabilities, exceeds $1,000,000,
(j.1) an individual
who beneficially owns financial assets having an aggregate realizable value
that, before taxes but net of any related liabilities, exceeds $5,000,000,
(k)
an individual whose net income
before taxes exceeded $200,000 in each of the 2 most recent calendar years or
whose net income before taxes combined with that of a spouse exceeded $300,000
in each of the 2 most recent calendar years and who, in either case, reasonably
expects to exceed that net income level in the current calendar year,
(l)
an individual who, either alone or
with a spouse, has net assets of at least $5,000,000,
(m)
a person, other than an individual
or investment fund, that has net assets of at least $5,000,000 as shown on its
most recently prepared financial statements,
(n)
an investment fund that
distributes or has distributed its securities only to:
(i)
a person that is or was an
accredited investor at the time of the distribution,
(ii)
a person that acquires or acquired
securities in the circumstances referred to in sections 2.10 [Minimum amount
investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of
NI 45-106, or
(iii)
a person described in paragraph
(i) or (ii) that acquires or acquired securities under section 2.18 [Investment
fund reinvestment] of NI 45-106,
(o)
an investment fund that
distributes or has distributed securities under a prospectus in a jurisdiction
of Canada for which the regulator or, in Québec, the securities regulatory
authority, has issued a receipt,
(p)
a trust company or trust
corporation registered or authorized to carry on business under the Trust and
Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of
Canada or a foreign jurisdiction, acting on behalf of a fully managed account
managed by the trust company or trust corporation, as the case may be,
(q)
a person acting on behalf of a
fully managed account managed by that person, if that person 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,
(r)
a registered charity under the
Income Tax Act (Canada) that, in regard to the trade, has obtained advice from
an eligibility adviser or an adviser registered under the securities legislation
of the jurisdiction of the registered charity to give advice on the securities
being traded,
(s)
an entity organized in a foreign
jurisdiction that is analogous to any of the entities referred to in paragraphs
(a) to (d) or paragraph (i) in form and function,
(t)
a person in respect of which all
of the owners of interests, direct, indirect or beneficial, except the voting
securities required by law to be owned by directors, are persons that are
accredited investors,
(u)
an investment fund that is advised
by a person registered as an adviser or a person that is exempt from
registration as an adviser,
(v)
a person that is recognized or
designated by the securities regulatory authority or, except in Ontario and
Québec, the regulator as an accredited investor,
(w)
a trust established by an
accredited investor for the benefit of the accredited investor’s family members
of which a majority of the trustees are accredited investors and all of the
beneficiaries are the accredited investor’s spouse, a former spouse of the
accredited investor or a parent, grandparent, brother, sister, child or
grandchild of that accredited investor, of that accredited investor’s spouse or
of that accredited investor’s former spouse.
* * * * * *
5. “permitted client”
means:
(a)
a Canadian financial institution
or a Schedule III bank;
(b)
the Business Development Bank of
Canada incorporated under the Business Development Bank of Canada Act (Canada);
(c)
a subsidiary of any person or
company referred to in paragraph (a) or (b), if the person or company owns all
of the voting securities of the subsidiary, except the voting securities
required by law to be owned by directors of the subsidiary;
(d)
a person or company registered
under the securities legislation of a jurisdiction of Canada as an adviser,
investment dealer, mutual fund dealer or exempt market dealer
(e)
a pension fund that is regulated
by either the federal Office of the Superintendent of Financial Institutions or
a pension commission or similar regulatory authority of a jurisdiction of Canada
or a wholly-owned subsidiary of such a pension fund;
(f)
an entity organized in a foreign
jurisdiction that is analogous to any of the entities referred to in paragraphs
(a) to (e);
(g)
the Government of Canada or a
jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity
of the Government of Canada or a jurisdiction of Canada;
(h)
any national, federal, state,
provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government;
(i)
a municipality, public board or
commission in Canada and a metropolitan community, school board, the Comité
de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal
management board in Québec;
(j)
a trust company or trust
corporation registered or authorized to carry on business under the Trust and
Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of
Canada or a foreign jurisdiction, acting on behalf of a managed account managed
by the trust company or trust corporation, as the case may be;
(k)
a person or company acting on
behalf of a managed account managed by the person or company, if the person or
company is registered or authorized to carry on business as an adviser or the
equivalent under the securities legislation of a jurisdiction of Canada or a
foreign jurisdiction;
(l)
an investment fund if one or both
of the following apply:
(i)
the fund is managed by a person or
company registered as an investment fund manager under the securities
legislation of a jurisdiction of Canada;
(ii)
the fund is advised by a person or
company authorized to act as an adviser under the securities legislation of a
jurisdiction of Canada;
(m)
in respect of a dealer, a
registered charity under the Income Tax Act (Canada) that obtains advice on the
securities to be traded from an eligibility adviser, as defined in section 1.1
of National Instrument 45-106 Prospectus and Registration Exemptions (“NI
45-106”), or an adviser registered under the securities legislation of
the jurisdiction of the registered charity;
(n)
in respect of an adviser, a
registered charity under the Income Tax Act (Canada) that is advised by an
eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser
registered under the securities legislation of the jurisdiction of the
registered charity;
(o)
an individual who beneficially
owns financial assets, as defined in section 1.1 of NI 45-106, having an
aggregate realizable value that, before taxes but net of any related
liabilities, exceeds CAD$5 million;
(p)
a person or company that is
entirely owned by an individual or individuals referred to in paragraph (o), who
holds the beneficial ownership interest in the person or company directly or
through a trust, the trustee of which is a trust company or trust corporation
registered or authorized to carry on business under the Trust and Loan Companies
Act (Canada) or under comparable legislation in a jurisdiction of Canada or a
foreign jurisdiction;
(q)
a person or company, other than an
individual or an investment fund, that has net assets of at least CAD$25 million
as shown on its most recently prepared financial statements; and
(r)
a person or company that distributes
securities of its own issue in Canada only to persons or companies referred to
in paragraphs (a) to (q). (NI 31-103, section 1.1).
* * * * * *
For purposes of the above definitions of “accredited investor” and “permitted client”:
“control person”
means:
in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and Saskatchewan:
(a)
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 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, 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
(b)
each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which 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 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, 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;
in British Columbia and New Brunswick:
(a)
a person 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, or
(b)
each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which 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 person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or
combination of persons is deemed, 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;
in Prince Edward Island, Northwest Territories, Nunavut and the Yukon:
(a)
a person 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 holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person is deemed, 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
(b)
each person in a combination of persons 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 holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons is deemed, 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;
in Quebec:
(a)
a person that, alone or with other persons acting in concert by virtue of an agreement, 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. If the person, alone or with other persons acting in concert by virtue of an
agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect materially the control
of the issuer; and
in Manitoba
(a)
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,
(b)
each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that 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, or
(c)
a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities of an
issuer, unless there is evidence that the holding does not affect materially the control of the issuer;
"director" means,
(a)
a member of the board of directors of a company or an
individual who performs similar functions for a company, and
(b)
with respect to a person that is not a company, an
individual who performs functions similar to those of a director of a company;
“eligibility
adviser” means,
(a)
a person that is registered as an investment dealer
and authorized to give advice with respect to the type of security being
distributed, and
(b)
in Manitoba, also means a lawyer who
is a practicing member in good standing with a law society of a jurisdiction of
Canada or a public accountant who is a member in good standing of an institute
or association of chartered accountants, certified general accountants or
certified management accountants in a jurisdiction of Canada provided that the
lawyer or public accountant must not:
(i)
have a professional, business or personal relationship
with the issuer, or any of its directors, executive officers, founders, or
control persons (as such term is defined in applicable securities legislation),
and
(ii)
have acted for or been retained personally or
otherwise as an employee, executive officer, director, associate or partner of a
person that has acted for or been retained by the issuer or any of its
directors, executive officers, founders, or control persons (as such term is
defined in applicable securities legislation) within the previous 12 months;
“executive
officer” means, for an issuer, an individual who is
(a)
a chair, vice-chair or president,
(b)
a vice-president in charge of a principal business
unit, division or function including sales, finance or production, or
(c)
performing a policy-making function in respect of the
issuer;
“financial assets” means,
(a)
cash,
(b)
securities, or
(c)
a contract of insurance, a deposit or an evidence of a
deposit that is not a security for the purposes of securities legislation;
“financial
institution” means,
(b)
other than in Ontario,
(i)
an association governed by the
Cooperative Credit Associations Act
(Canada) or a central cooperative credit society for which an order has been
made under section 473(1) of that Act,
(ii)
a bank, loan corporation, trust company, trust
corporation, insurance company, treasury branch, credit union, caisse populaire,
financial services cooperative, or league that, in each case, is authorized by
an enactment of Canada or a jurisdiction of Canada to carry on business in
Canada or a jurisdiction of Canada; or
(iii)
a Schedule III bank,
(c)
and in Ontario,
(i)
a bank listed in Schedule I, II or III to the
Bank Act (Canada);
(ii)
an association to which the
Cooperative Credit Association Act
(Canada) applies or a central cooperative credit society for which an order has
been made under subsection 473(1) of that Act; or
(iii)
a loan corporation, trust company, trust corporation,
insurance company, treasury branch, credit union, caisse populaire, financial
services cooperative or credit union league or federation that is authorized by
a statute of Canada or Ontario to carry on business in Canada or Ontario, as the
case may be.
“founder” means,
in respect of an issuer, a person who,
(a)
acting alone, in conjunction, or in concert with one
or more persons, directly or indirectly, takes the initiative in founding,
organizing or substantially reorganizing the business of the issuer, and
(b)
at the time of the distribution or trade is actively
involved in the business of the issuer;
“fully managed account” means an account
of a client for which a person makes the investment decisions if that person has
full discretion to trade in securities for the account without requiring the
client’s express consent to a transaction;
“investment fund”
has the same meaning as in National Instrument 81-106 Investment Fund Continuous
Disclosure;
“person” includes
(a)
an individual,
(b)
a corporation,
(c)
a partnership, trust, fund and an association,
syndicate, organization or other organized group of persons, whether
incorporated or not, and
(d)
an individual or other person in that person’s
capacity as a trustee, executor, administrator or personal or other legal
representative;
“related
liabilities” means,
(a)
liabilities incurred or assumed for the purpose of
financing the acquisition or ownership of financial assets, or
(b)
liabilities that are secured by financial assets;
“Schedule III bank”
means an authorized foreign bank named in Schedule III of the
Bank Act (Canada);
“spouse” means, an
individual who,
(a)
is married to another individual and is not living
separate and apart within the meaning of the Divorce Act (Canada), from the
other individual,
(b)
is living with another individual in a marriage-like
relationship, including a marriage-like relationship between individuals of the
same gender, or
(c)
in Alberta, is an individual referred to in paragraph
(a) or (b), or is an adult interdependent partner within the meaning of the
Adult Interdependent Relationships Act
(Alberta);
“subsidiary”
means an issuer that is controlled directly or indirectly by another issuer and
includes a subsidiary of that subsidiary.
