definiens: means a bank named in Schedule I or II of the Bank Act ( Canada ) ; means ( a ) an association governed by the Cooperative Cred it Associations Act ( Canada ) or a central cooperati ve credit society for which an order has been made und er section 473(1 ) of that Act ; or ( b ) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, cr edit union, caisse populaire, financial services coopera tive, or league that, in each case, is authorized b y an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada ; 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 respe ct to a person that is not a company, an individual who performs functions similar to those of a director o f a company ; means ( a ) a person that is registered as an investment de aler and authorized to give advice with respect to the type of security being distributed ; ( b ) in Saskatchewan or Manitoba, also means a lawye r 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 manageme nt accountants in a jurisdiction of Canada provided th at the lawyer or public accountant must not ; ( c ) have a professional, business or personal relat ionship with the issuer, or any of its directors, e xecutive officers, founders, or control persons ; and ( d ) have acted for or been retained personally or o therwise as an employee, executive officer, directo r, associate or partner of a person that has acted for or been retained by the issuer or any of its direc tors, executive officers, founders or control persons within the previous 12 months ; means ( a ) cash ; ( b ) securities ; or ( c ) a contract of insurance, a deposit or an eviden ce of a deposit that is not a security for the purp oses of securities legislation ; means a country other than Canada or a political subdivision of a country other than Canada ; means an account of a client for which a person m akes the investment decisions if that person has full discretion to trade in secu rities for the account without requiring the client ’s express consent to a transaction ; has the same meanings as in National Instrument 8 1 - 106 – Investment Fund Continuous Disclosure ; Confidential CONFIDENTIAL means a province or territory of Canada except wh en used in the term ; 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 capacit y as a trustee, executor, administrator or personal or other legal representative ; means ( a ) the Executive Director, as defined under section 1 of the Securities Act ( British Columbia ) ; and ( b ) such other person as is referred to in Appendix D o f National Instrument 14 -101 – Definitions ; means ( a ) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of finan cial assets ; or ( b ) liabilities that are secured by financial assets ; means an authorized foreign bank named in Schedul e III of the Bank Act ( Canada ) ; means ( a ) for British Columbia, the Securities Act ( British Columbia ) and the regulations, rules and forms under such Act and the blanket rulings and orders issued by the British Columbia Securities Commission ; and ( b ) for other Canadian jurisdictions, such other st atutes and instruments as are listed in Appendix B of National Instrument 14 -101 – Definitions ; means ( a ) the British Columbia Securities Commission ; and ( b ) in respect of any local jurisdiction other than British Columbia, means the securities commission or similar regulatory authority listed in Appendix C o f National Instrument 14 -101 – Definitions ; means, an individual who, ( a ) is married to another individual and is not liv ing separate and apart within the meaning of the Di vorce Act ( Canada ), from the other individual ; or ( b ) is living with another individual in a marriage -like relationship, including a marriage - like relat ionship between individuals of the same gender ; or ( c ) in Alberta, is an individual referred to in par agraph ( a ) or ( b ), or is an adult interdependent pa rtner within the meaning of the Adult Interdependent Relationships Act ( Alberta ) ; means an issuer that is controlled directly or in directly by another issuer and includes a subsidiary of that subsidiary ; means a security of an issuer that : ( a ) is not a debt security ; and Confidential CONFIDENTIAL ( b ) carries a voting right either under all circums tances or under some circumstances that have occurr ed and are continuing ; An issuer is considered to be affiliated with anoth er issuer if : ( a ) one of them is the subsidiary of the other ; or ( b ) ea ch of them is controlled by the same person ; A person is considered to beneficially own securiti es that are beneficially owned by : ( a ) an issuer controlled by that person ; or ( b ) an affiliate of that person or an affiliate of an i ssuer controlled by that person ; A person ( first person ) is considered to control an other person ( second person ) if : ( a ) the first person, directly or indirectly, benef icially owns or exercises control or direction over securities of the second person carrying votes which, if exerc ised, would entitle the first person to elect a maj ority of the directors of the second person, unless that first person holds the voting securities only to se cure an oblig ation ; ( b ) the second person is a partnership, other than a limited partnership, and the first person holds m ore 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 t he first person