PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions and Interpretation

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

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

(3) In a national instrument or multilateral instrument

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

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

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

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

"Canadian auditor's report" means an auditor's report prepared in accordance with Canadian GAAS;

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

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

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

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

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

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

"CIPF" means the Canadian Investor Protection Fund;

"CSA" means the Canadian Securities Administrators;

"dealer registration requirement" means the requirement in securities legislation that prohibits a person or company from trading in a security unless the person or company is registered in the appropriate category of registration under securities legislation;

"equity security" has the meaning ascribed to that term in securities legis-lation;

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

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

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

"insider reporting requirement" means the requirement in securities legislation for an insider of a reporting issuer to file reports disclosing the insider's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer;

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

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

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

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

"multilateral instrument" means an instrument described by the CSA as a multilateral instrument, and adopted or made by the securities regulatory authority;

"national instrument" means an instrument described by the CSA as a national instrument, and adopted or made by the securities regulatory authority;

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

"person or company", for the purpose of a national instrument or multilateral instrument in British Columbia, means "person" as defined in section 1 of the Securities Act (British Columbia), and for the purpose of a national instrument or multilateral instrument in Quebec, means "person" as used in the Securities Act (Quebec);

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

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

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

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

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

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

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

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

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

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

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

PART 2 EFFECTIVE DATE

JURISDICTION INSTRUMENTS

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

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

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

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

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

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

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

ONTARIO None.

PRINCE EDWARD ISLAND The policy statements and the written interpretations issued by the securities regulatory authority.

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

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

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

JURISDICTION STATUTE AND OTHER INSTRUMENTS

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

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

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

NEW BRUNSWICK Security Frauds Prevention Act and the regulations under that Act and the orders issued by the securities regulatory authority.

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

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

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

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

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

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

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

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

JURISDICTION SECURITIES REGULATORY AUTHORITY

ALBERTA Alberta Securities Commission

BRITISH COLUMBIA British Columbia Securities Commission

MANITOBA The Manitoba Securities Commission

NEW BRUNSWICK Office of the Administrator, New Brunswick

NEWFOUNDLAND Securities Commission of Newfoundland

NORTHWEST TERRITORIES Registrar of Securities, Northwest Territories

NOVA SCOTIA Nova Scotia Securities Commission

ONTARIO Ontario Securities Commission

PRINCE EDWARD ISLAND Registrar of Securities, Prince Edward Island

QUEBEC Commission des valeurs mobilières du Québec

SASKATCHEWAN Saskatchewan Securities Commission

YUKON TERRITORY Registrar of Securities, Government of the Yukon Territory

JURISDICTION REGULATOR

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

BRITISH COLUMBIA Executive Director, as defined under section 1 of the Securities Act (British Columbia).

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

NEW BRUNSWICK Administrator, as defined under section 1 of the Security Frauds Prevention Act (New Brunswick).

NEWFOUNDLAND Director of Securities, designated under section 7 of the Securities Act (Newfoundland).

NORTHWEST TERRITORIES Registrar, as defined under section 1 of the Securities Act (Northwest Territories).

NOVA SCOTIA Director, as defined under section 1 of the Securities Act (Nova Scotia).

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

PRINCE EDWARD ISLAND Registrar, as defined under section 1 of the Securities Act (Prince Edward Island).

QUEBEC la Commission des valeurs mobilières du Québec continued under the Securities Act (Quebec).

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

YUKON TERRITORY Registrar, as defined under section 1 of the Securities Act (Yukon Territory).