Accredited Investor Criteria (as defined under the Canadian Securities Administrator's National Instrument 45-106):
(a) Except for a Subscriber resident in Ontario, a Canadian financial institution, or a Schedule III bank. For a Subscriber resident in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1(1) of the Securities Act (Ontario).
(b) The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).
(c) A subsidiary of a person referred to in either paragraph (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 as an adviser or dealer.
(e) An individual registered under the securities legislation of a jurisdiction as a representative of a person referred to in paragraph (d).
(e.1) An individual formerly registered under the securities legislation of a jurisdiction, other than an individual formerly registered 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, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction.
(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.
(j) An individual who, 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 two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two 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, alone or with a spouse, has net assets of at least $5,000,000.
(m) A person, other than an individual or an 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 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 or 2.19 of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106.
(o) An investment fund that distributes or has distributed securities under a prospectus in a jurisdiction for which the regulator or, in Quebec, 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 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 or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction 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 from 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 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 Quebec, 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 investors or a parent, grandparent, brother, sister, child or grandchild of the accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
Certain terms used above are specifically defined by applicable securities legislation, regulation or rules, as follows:
A “Canadian financial institution” is 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 in a jurisdiction or the Confédération des caisses populaires et d’économique Desjardins du Québec; and provided that for a Subscriber resident in Prince Edward Island that is a loan corporation or trust company, such loan corporation or trust company must be authorized or registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction.
An “eligibility adviser” is (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 Saskatchewan or 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 (i) does not have a professional, business or personal relationship with the issuer or any of its directors, executive officers, founders or control persons, and (ii) has not acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person or company that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.
“Financial assets” are (a) cash, (b) securities, or (c) a contract of insurance, a deposit or evidence of deposit that is not a security for purposes of securities legislation. For greater certainty, financial assets do not include a principal residence or other real estate.
A “financial institution described in paragraph 1, 2 or 3 of subsection 73.1(1) of the Securities Act (Ontario)” is (1) a bank listed in Schedule 1, II or III to the Bank Act (Canada); (2) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; and (3) 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; respectively.
A “foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada.
A “fully managed account” is an account of a client for which the person makes 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.
An “investment fund” is either a mutual fund or a non-redeemable investment fund. A “mutual fund” is an issuer whose primary purpose is to invest monies provided by securityholders and whose securities entitle the holder to receive on demand, or within a specified period of time 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. A ‘non-redeemable investment fund” is any issuer (a) whose primary purpose is to invest monies provided by securityholders, and (b) that does not invest (i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer which 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.
A “jurisdiction” is a province or territory of Canada.
“Net assets” are total assets (including real estate) minus total liabilities (debt). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay is outstanding at the time the calculation of net assets is made or would be outstanding when the purchase of Units is to be completed.
“Net income”, for an individual, is as shown on that individual’s income tax return.
A “Schedule III bank” is a bank listed in Schedule III to the Bank Act (Canada).
A “spouse” is (a) an individual who 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) an individual who is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; and an individual resident in Alberta who is referred to in paragraph (a) or (b) or who is an adult independent partner within the meaning of the Adults Independent Relationships Act (Alberta).
A “subsidiary” is an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.