Interpretation
Ontario Securities Act
Section 1(1) Definitions

associate

“associate”, where used to indicate a relationship with any person or company, means,

(a) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the company for the time being outstanding,

(b) any partner of that person or company,

(c) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity,

(d) any relative of that person who resides in the same home as that person,

(e) any person who resides in the same home as that person and to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or

(f) any relative of a person mentioned in clause (e) who has the same home as that person;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

benchmark

(1) In this Act…”benchmark” means a price, estimate, rate, index or value that is,

(a) determined, from time to time, by reference to an assessment of one or more underlying interests,

(b) made available to the public, either free of charge or on payment, and

(c) used for reference for any purpose, including,

(i) determining the interest payable, or other sums that are due, under a contract, derivative, instrument or security,

(ii) determining the value of a contract, derivative, instrument or security or the price at which it may be traded,

(iii) measuring the performance of a contract, derivative, investment fund, instrument or security, or

(iv) any other use by an investment fund;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

contractual plan

(1) In this Act…”contractual plan” means any 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 one of the payments as sales charges is larger than the amount that would have been deducted from such payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

insider

insider” means,

(a) a director or officer of a reporting issuer,

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

(c) a person or company that has,

(i) beneficial ownership of, or control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, or

(ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution,

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

(e) a person or company designated as an insider in an order made under subsection (11),

(f) a person or company that is in a class of persons or companies designated under subparagraph 40 v of subsection 143 (1);



Interpretation
Ontario Securities Act
Section 1(1) Definitions

mutual fund

In this Act…”mutual fund” means an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

non-redeemable investment fund

non-redeemable investment fund” means an issuer,

(a) whose primary purpose is to invest money provided by its security holders,

(b) that does not invest,

(i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(c) that is not a mutual fund;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

officer

officer”, with respect to an issuer or registrant, means,

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

(b) every individual who is designated as an officer under a by-law or similar authority of the registrant or issuer, and

(c) every individual who performs functions similar to those normally performed by an individual referred to in clause (a) or (b);



Interpretation
Ontario Securities Act
Section 1(1) Definitions

private mutual fund

OSA Definition:

(1) In this Act…”private mutual fund” means a mutual fund that is,

(a) operated as an investment club, where,

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

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

(iii) 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

(b) administered by a trust corporation registered under the Loan and Trust Corporations Act and consists of a common trust fund as defined in section 1 of that Act;

NI 62-103 Definition:

“private mutual fund” means

(a) a private investment club referred to in section 2.20 of National Instrument 45-106 Prospectus Exemptions, or

(b) a private investment fund referred to in section 2.21 of National Instrument 45-106 Prospectus Exemptions;



Interpretation
Ontario Securities Act
Section 1(1) Definitions

reporting issuer

reporting issuer” means an issuer,

(a) that has issued voting securities on or after the 1st day of May, 1967 in respect of which a prospectus was filed and a receipt therefor obtained under a predecessor of this Act or in respect of which a securities exchange take-over bid circular was filed under a predecessor of this Act,

(b) that has filed a prospectus and for which the Director has issued a receipt under this Act,(b.1) that has filed a securities exchange take-over bid circular under this Act before December 14, 1999,

(c) any of whose securities have been at any time since the 15th day of September, 1979 listed and posted for trading on any exchange in Ontario recognized by the Commission, regardless of when such listing and posting for trading commenced,

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

(e) that is the company whose existence continues following the exchange of securities of a company by or for the account of such 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 one company takes title to the assets of the other company that in turn loses its existence by operation of law, or under which the existing companies merge into a new company,where one of the amalgamating or merged companies or the continuing company has been a reporting issuer for at least twelve months, or

(f) that is designated as a reporting issuer in an order made under subsection 1 (11);



Interpretation
Ontario Securities Act
Section 1(3)

Controlled companies

A company shall be deemed to be controlled by another person or company or by two or more companies if,

(a) voting securities of the first-mentioned company carrying more than 50 per cent 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 such securities are entitled, if exercised, to elect a majority of the board of directors of the first-mentioned company.



Interpretation
Ontario Securities Act
Section 1(4)

Subsidiary companies

A company shall be deemed to be a subsidiary of another company if,

(a) it is controlled by,

(i) that other, or

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

(iii) two 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.



Ontario Securities Act
Part XVIII Continuous Disclosure
Section 78

Comparative Financial Statements

(1) Every reporting issuer that is not a mutual fund and every mutual fund in Ontario shall file annually within 140 days from the end of its last financial year comparative financial statements relating separately to,

(a) the period that commenced on the date of incorporation or organization and ended as of the close of the first financial year or, if the reporting issuer or mutual fund has completed a financial year, the last financial year, as the case may be; and

(b) the period covered by the financial year next preceding the last financial year, if any, made up and certified as required by the regulations and in accordance with generally accepted accounting principles.

Auditor’s report

(2) Every financial statement referred to in subsection (1) shall be accompanied by a report of the auditor of the reporting issuer or mutual fund prepared in accordance with the regulations.

Auditor’s examination

(3) The auditor of a reporting issuer or mutual fund shall make such examinations as will enable the auditor to make the report required by subsection (2).

“auditor” defined

(4) For the purposes of this Part, “auditor”, where used in relation to the reporting issuer or mutual fund, includes the auditor of the reporting issuer or mutual fund and any other independent public accountant.



Ontario Securities Act
Part XVIII Continuous Disclosure
Section 79

Delivery of financial statements to security holders

(1) Every reporting issuer or mutual fund in Ontario that is required to file a financial statement under section 77 or 78 shall send a true copy of the financial statement to every holder of its securities whose latest address, as shown on its books, is in Ontario.

Deadline

(2) The reporting issuer or mutual fund in Ontario shall send the true copy of the financial statement no later than the end of the period during which it is required to file the financial statement under section 77 or section 78.

Exception

(3) Despite subsection (1), a reporting issuer or mutual fund in Ontario is not required to send a copy of the financial statement to a security holder who holds its evidence of indebtedness only.

Deemed compliance

(4) If the laws of a reporting issuer’s jurisdiction of incorporation, organization or continuance impose requirements corresponding to the requirements in subsections (1) and (2), compliance with the requirements imposed by that jurisdiction shall be deemed to be compliance with the requirements in subsections (1) and (2).



Ontario Securities Act
Part XVIII Continuous Disclosure
Section 81

Filing of information circular

(1) Where the management of a reporting issuer is required to send an information circular under clause 86(1)(a), the reporting issuer shall forthwith file a copy of such information circular certified in accordance with the regulations.

Idem

(2) In any case 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.



Ontario Securities Act
Part XIX Proxies and Proxy Solicitation
Section 85

Mandatory solicitation of proxies

Subject to section 88, if 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 prior to giving the notice to the security holders whose latest address as shown on the books of the reporting issuer is in Ontario, send to each such security holder who is entitled to notice of meeting, at the security holder’s 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.



Ontario Securities Act
Part XIX Proxies and Proxy Solicitation
Section 86

Information circular

(1) Subject to subsection (2) and section 88, no person or company shall solicit proxies from holders of its voting securities whose latest address as shown on the books of the reporting issuer is in Ontario 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 to each such security holder of the reporting issuer whose proxy is solicited at the security holder’s latest address as shown on the books of the reporting issuer; or

(b) in the case of any other solicitation, the person or company making the solicitation, concurrently with or prior thereto, delivers or sends an information circular to each such security holder whose proxy is solicited.

Application of subs. (1)

(2) Subsection (1) does not apply to,

(a) any 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 fifteen, two or more persons or companies who are the joint registered owners of one or more securities being counted as one security holder;

(a.1) any solicitation, otherwise than by or on behalf of the management of a reporting issuer, in such other circumstances as may be prescribed in the regulations;

(b) any solicitation by a person or company made under section 49; or

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



Ontario Securities Act
Part XIX Proxies and Proxy Solicitation
Section 87

Voting where proxies

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

(a) a ballot is demanded by any security holder present at the meeting in person or represented thereat by proxy;

(b) proxies requiring that the securities represented thereby be voted against what would otherwise be the decision of the meeting in relation to such matters or group of matters total more than 5 per cent of all the voting rights attached to all the securities entitled to be voted and be represented at the meeting; or

(c) the circumstances prescribed by the regulations exist.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 106(2)

Same

(2) For the purpose of this Part,

(a) any issuer in which an investment fund holds in excess of 10 per cent of the voting securities or in which the investment fund and related investment funds hold in excess of 20 per cent of the voting securities shall be deemed to be a related person or company of that investment fund or of each of those investment funds; and

(b) the acquisition or disposition by an insider of a put, call or other transferable option with respect to a security shall be deemed to be a change in the beneficial ownership of the security to which such put, call or other transferable option relates.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 107

Insider Reporting

(1) Within 10 days of becoming an insider or within such other time period as may be prescribed, a person or company who becomes an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer and any interest in, or right or obligation associated with, a related financial instrument and the insider shall make such other disclosure as may be required by the regulations. 

(2) Within 10 days, or within such other time period as may be prescribed, of any change in the direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer or any interest in, or right or obligation associated with, a related financial instrument, an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, such change and the insider shall make such other disclosure as may be required by the regulations. 



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 110(1) "investment" defined

investment

For the purposes of sections 111, 112, 113, 114 and 115, “investment” means a purchase of any security of any class of securities of an issuer including bonds, debentures, notes, or other evidences of indebtedness thereof, and a loan to persons or companies but does not include an advance or loan, whether secured or unsecured, that is made by an investment fund, its management company or its distribution company that is merely ancillary to the main business of the investment fund, its management company or its distribution company.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 110(2)

Interpretation

(2) For the purposes of sections 111, 112, 113, 114 and 115,

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

(i) in the case of a person or company, he, she or it, as the case may be, owns beneficially, either directly or indirectly, more than 10 per cent, 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 per cent,of the outstanding shares or units of the issuer;

(b) a person or company or a group of persons or companies is a substantial security holder of an issuer if 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 per cent of the voting rights attached to all the voting securities of the issuer for the time being outstanding, but in computing the percentage of voting rights attached to voting securities owned by an underwriter, there shall be excluded any voting securities acquired by the underwriter as such in a distribution of such securities but the exclusion ceases to have effect on completion or cessation of the distribution by the underwriter;

(c) where a person or company or group of persons or companies owns beneficially, directly or indirectly, or pursuant to this clause is deemed to own beneficially, voting securities of an issuer, that person or company or group of persons or companies shall be deemed to own beneficially a proportion of voting securities of any other 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 pursuant to this clause are deemed to be owned beneficially, by that person or company or group of persons or companies.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 111

Loans of investment funds

(1) No investment fund shall knowingly make an investment by way of loan to,

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

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

Investments of investment funds, etc.

(2) No investment fund shall knowingly make an investment,

(a) in any person or company who is a substantial security holder of the investment fund, its management company or its distribution company;

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

(c) in an issuer in which any of the following has a significant interest:

(i) any officer or director of the investment fund, its management company or distribution company or an associate of any of them; or

(ii) any person or company who is a substantial security holder of the investment fund, its management company or its distribution company. Divesting of prohibited loans and investments

(3) No mutual fund in Ontario or its management company or its distribution company shall knowingly hold an investment made after September 15, 1979 and before the day this section comes into force if the investment is an investment described in this section.

Same

(4) No investment fund or its management company or its distribution company shall knowingly hold an investment made on or after the day this section comes into force if the investment is an investment described in this section.

Interpretation

(5) In this section, “investment fund” means a mutual fund in Ontario or a non-redeemable investment fund that is a reporting issuer.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 112

Indirect investment

No investment fund or its management company or its distribution company shall knowingly enter into any contract or other arrangement that results in its being directly or indirectly liable or contingently liable in respect of any investment by way of loan to, or other investment in, a person or company to whom it is by section 111 prohibited from making a loan or in which it is prohibited from making any other investment, and for the purpose of section 111 any such contract or other arrangement shall be deemed to be a loan or an investment, as the case may be.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 113

Relieving orders

Upon an application of an interested person or company, the Commission may, where it is satisfied,

(a) that a class of investment or a particular investment represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of an investment fund; or

(b) that a particular investment is in fact in the best interests of an investment fund,

order, subject to such terms and conditions as it may impose, that section 111 or 112 does not apply to the class of investment, particular investment, contract or other arrangement, as the case may be.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 114

Exception to cl. 110 (2) (c)

Despite clause 110 (2) (c), an investment fund is not prohibited from making an investment in an issuer only because a person or company or a group of persons or companies who own beneficially, directly or indirectly, or are deemed to own beneficially, voting securities of the investment fund or its management company or its distribution company are by reason thereof deemed to own beneficially voting securities of the issuer.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 115

Fees on investment

(1) No investment fund shall make any investment in consequence of which a related person or company of the investment fund will receive any fee or other compensation except fees paid pursuant to a contract which is disclosed in any preliminary prospectus or prospectus, or any amendment to either of them, that is filed by the investment fund and is accepted by the Director.

Relieving orders

(2) The Commission may, upon the application of an investment fund and where it is satisfied that it would not be prejudicial to the public interest to do so, order, subject to such terms and conditions as it may impose, that subsection (1) does not apply to the investment fund.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 117

Filing by management companies

(1) Every management company shall, in respect of each investment fund to which it provides services or advice, file a report prepared in accordance with the regulations of any of the following within 30 days after the end of the month in which it occurs:

1. Every transaction of purchase or sale of securities between the investment fund and any related person or company.

2. Every loan received by the investment fund from, or made by the investment fund to, any of its related persons or companies.

3. Every purchase or sale effected by the investment fund through any related person or company with respect to which the related person or company received a fee either from the investment fund or from the other party to the transaction or from both.

4. Any transaction in which, by arrangement other than an arrangement relating to insider trading in portfolio securities, the investment fund is a joint participant with one or more of its related persons or companies.

Relieving orders

(2) The Commission may, on the application of the management company of an investment fund and where it is of the opinion that it would not be prejudicial to the public interest to do so, order, subject to such terms and conditions as it may impose, that subsection (1) does not apply to any transaction or class of transactions.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 119

Trades by mutual fund insiders

No 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 registered adviser or registered dealer through discretionary authority provided by the client shall purchase or sell securities of an issuer for his, her or its own account if,

(a) the portfolio securities of the mutual fund or the investment portfolio managed for the client by the registered adviser or registered dealer include securities of that issuer; and

(b) the person or company has used the information for his, her or its direct benefit or advantage.



Ontario Securities Act
Part XXI Insider Trading and Self-Dealing
Section 121

Filing in other jurisdiction

(1) 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 compiled with by filing the reports required by the laws of such jurisdiction manually signed or certified in accordance with the regulations.

Exemptions by order of Commission

(2) Subject to subsection (1), the Commission may,

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

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

(b) of its own motion,

make an order on such terms and conditions as seem to the Commission just and expedient, exempting in whole or in part, a person or company from the requirements of this Part.



Ontario Securities Act
Part XXI.1 Governance and Other Requirements
Section 121.4

Oversight, etc., of investment funds

(1) If required to do so by the regulations, an investment fund shall establish and maintain a body for the purposes of overseeing activities of the investment fund and the investment fund manager, reviewing or approving prescribed 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 Commission.

(2) The body has such powers and duties as may be prescribed.



Ontario Securities Act
Regulation 1015
Sections 1(5) and 1(6)

Interpretation

Section 1(5)

Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a person and, by virtue of subsection 1(5) of the Act, one or more companies will also have to be shown as beneficially owning the securities, a statement disclosing all the securities beneficially owned by the person or deemed to be beneficially owned, and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the controlled company or company affiliated with the controlled company through which the securities are indirectly owned and the number or percentage of the securities so owned by the company, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities.

Section 1(6)

Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a company and, by virtue of subsection 1(6) of the Act, one or more other companies will also have to be shown as beneficially owning the securities, a statement disclosing all securities beneficially owned or deemed to be beneficially owned by the parent company and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the subsidiary through which the securities are indirectly owned and the number or percentage of the securities so owned, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities.