Altera Infrastructure L.P.
Altera Infrastructure Finance Corp.

Altera House, Unit 3, Prospect Park, Arnhall Business Park Westhill, Aberdeenshire, AB32 6FJ
United Kingdom

           July 29, 2021

To the beneficial owners, or representatives acting on behalf of beneficial owners, of the 8.50% Senior Notes due 2023 (CUSIP No. 87901B AB8; US87901BAB80) (the “Old Notes”) issued by Altera Infrastructure L.P. and Altera Infrastructure Finance Corp. (together, the “Old Notes Issuers”).

***

We are considering undertaking certain transactions with respect to the Old Notes on the terms and subject to the conditions set forth in the Offering Memorandum dated the date hereof (the “Exchange Offer”). If you are a beneficial owner, or a representative acting on behalf of one or more beneficial owners, of any Old Notes, and are, or each of whom is, an Eligible Holder (as described below), please complete the attached Eligibility Letter and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Letter. If you are a beneficial owner, or a representative acting on behalf of one or more beneficial owners, of any Old Notes that is not an Eligible Holder, please do not take any action at this time.

An “Eligible Holder” is a beneficial owner of the Old Notes that certifies that it is:
(i) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or
(ii) a non-“U.S. person” as defined in Regulation S under the Securities Act, and if located or resident in a jurisdiction in Canada, (x) an “accredited investor” as defined in National Instrument 45-106 – Prospectus Exemptions or section 73.3(1) of the Securities Act (if located or resident in Ontario), as applicable, that either would acquire the new notes for its own account or would be deemed to be acquiring the new notes as principal by applicable law, and (y) a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. Additional eligibility criteria may apply to holders of Old Notes located in certain other jurisdictions.

The definitions of “Qualified Institutional Buyer” and “U.S. person” are set forth in Annex A. The definitions of “accredited investor” as defined in each of National Instrument 45-106 – Prospectus Exemptions and the Securities Act (Ontario) and the definition of “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations are set forth in Annex B.

RESPONSES SHOULD BE SENT AS SOON AS POSSIBLE. WE RECOMMEND THAT RESPONSES BE SENT NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 16, 2021.

This letter is neither an offer nor a solicitation of an offer with respect to the Old Notes or any other securities nor creates any obligations whatsoever on the part of Old Notes Issuers to make any offer or on the part of the recipient to participate if an offer is made.

MANUALLY COMPLETED FORMS MUST BE FAXED OR EMAILED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT AND EXCHANGE AGENT FOR THE EXCHANGE OFFER, AT ALTERA@DFKING.COM. You may direct any questions about the eligibility process to D.F. King & Co., Inc., at 48 Wall Street, 22nd Floor, New York, New York 10005, Telephone: at (888) 605-1958 (toll-free) or (212) 269-5550 for banks and brokers), email altera@dfking.com

Very truly yours,

ALTERA INFRASTRUCTURE L.P.

ALTERA INFRASTRUCTURE FINANCE CORP.

I am an "Eligible Holder"

I am not an "Eligible Holder"

 



ANNEX A

“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)      (a) Any insurance company as defined in Section 2(a)(13) of 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 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

(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)       (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, or Massachusetts or similar business trust; and

(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 (17 CFR 230.501(a)), of a type not listed in subparagraphs (1)(a) through (i) or paragraphs (a)(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” (as defined below) 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:

(a)      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

(b)       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:

i.       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.

ii.       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 for purposes of the foregoing definition.

iii.       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.

iv.       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.

* * * * * *

“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”:

i.       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;

ii.       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;

iii.       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;

iv.       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;

v.       Any agency or branch of a U.S. person located outside the United States if:

(a)       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

vi.       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.

* * * * * *

For purposes of this definition, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“Non-U.S. qualified offeree” means:

(1) Any legal entity that is a not a retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of:

i. A retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II ”);

ii. A customer within the meaning of Directive 2002/92/EC (as amended or superseded, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

iii. Not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”); or

(2) Any entity outside the United States and the European Economic Area to whom the offers related to any new notes related to the exchange of the Old Notes may be made in compliance with any applicable laws and regulations.

For purposes of the Exchange Offer, the following are deemed not to be “non-U.S. qualified offerees”:

i. Any holder to whom any new notes related to the exchange of Old Notes have been publicly offered, sold or advertised, directly or indirectly, in or from Switzerland;

ii. Any holder that is an Italian resident or person located in the Republic of Italy;

iii. Any holder in France, other than (i) persons providing investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L. 411 2 and D. 411-1 to D.411-3 of the Code monétaire et financier;

iv. Any holder in Germany that is not a qualified investor, as defined in the German Securities Prospectus Act (Wertpapierprospektgesetz);

v. Any holder in the United Kingdom, unless such holder is either (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”), (ii) a high net worth entity as defined in the Financial Promotion Order or (iii) another person to whom the offer may lawfully be communicated falling within Article 49(2)(a) to (e) of the Financial Promotion Order or Article 43 of the Financial Promotion Order;

vi. Any holder in Ireland that is not a “qualified investor”, as defined in the Irish Prospectus (Directive 2003/71/EC) Regulations 2005;

vii. Any holder in Norway that is not also registered as a professional investor (“profesjonell investor”) with the Oslo Stock Exchange;

viii. Any holder in Hong Kong that is not a “professional investor” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder; and

ix. Any holder in Singapore that is not an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore.

ANNEX B

“accredited investor” as defined under National Instrument 45-106 – Prospectus Exemptions means:

(a)   except in Ontario, a Canadian financial institution, or a Schedule III bank,

(b)  except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

(c)   except in Ontario, 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)  except in Ontario, 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)   except in Ontario, 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)  except in Ontario, 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)  except in Ontario, any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

(i)    except in Ontario, 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 CAD$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 CAD$5,000,000,

(k)   an individual whose net income before taxes exceeded CAD$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$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 CAD$5,000,000,

(m) a person, other than an individual or investment fund, that has net assets of at least CAD$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), or 2.19 (Additional investment in investment funds), or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment),

(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; or

(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.

An “accredited investor” as defined in Section 73.3(1) of the Securities Act (Ontario) means:

(a)    a financial institution described in paragraph 1, 2 or 3 of subsection 73.1(1),

(b)  the Business Development Bank of Canada,

(c)   a subsidiary of any person or company referred to in clause (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 that subsidiary,

(d)  a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,

(e)   the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada,

(f)   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 Quebec,

(g)  any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

(h)  a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,

(i)    a person or company that is recognized or designated by the Commission as an accredited investor, or

(j)    such other persons or companies as may be prescribed by the regulations.

A “permitted client” as defined under National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations 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 Exemptions, 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 National Instrument 45-106 Prospectus Exemptions, 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 National Instrument 45-106 Prospectus Exemptions, 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; or

(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);

Where:

"bank” means a bank named in Schedule I or II of the Bank Act (Canada);

"Canadian financial institution” means:

(a)        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; or

(b)       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;

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 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 must not:

            (i)        have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons; 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 within the previous 12 months;

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;

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

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;

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

local jurisdiction” means, in a national instrument adopted or made by a Canadian Securities regulatory authority, the jurisdiction in which the Canadian securities regulatory is situated;

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;

regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101 – Definitions;

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);

securities legislation” means, for the local jurisdiction, the statute and other instruments listed in Appendix B of National Instrument 14-101 – Definitions;

securities regulatory authority” means, for the local jurisdiction, the securities commission or similar regulatory authority listed in Appendix C of National Instrument 14-101 – Definitions;

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; and

voting security” means a security of an issuer that is not a debt security carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

An issuer is considered to be affiliated with another issuer if:

(a)        one of them is the subsidiary of the other; or

(b)       each of them is controlled by the same person.

A person is considered to beneficially own securities that:

(a)        for the purposes of Saskatchewan, British Columbia, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island securities law, are beneficially owned by:

            (i)        an entity controlled by that person; or

            (ii)       an affiliate of that person or an affiliate of an entity controlled by that person.

(b)       for the purposes of Alberta securities law, are beneficially owned by:

            (i)        a company controlled by that person or an affiliate of that company;

            (ii)       an affiliate of that person; or

            (iii)      through a trustee, legal representative, agent or other intermediary of that person.

(c)        for the purposes of Ontario, Manitoba and New Brunswick securities law, are beneficially owned by

            (i)        an entity controlled by the person or by an affiliate of such entity; or

            (ii)       an affiliate of that person;

A person (first person) is considered to control another person (second person) if:

(a)        the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation;

(b)       the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or

(c)        the second person is a limited partnership and the general partner of the limited partnership is the first person.