OSC Rule 35-502
NON-RESIDENT ADVISERS

Contents

Part 1 Definitions and Interpretation

Definitions

Part 2 International Adviser Applicants

Part 3 [Repealed]

Part 4 Exemption from Financial Statement Preparation and Filing Requirements

Part 5 Exemption from Reporting of Certain Changes

Part 6 Restricted Advisory Activities for International Advisers

Part 7 Exemptions from Registration

Commodity Pool Programs

Advising Pension Funds of Affiliates

Disclosure in Offering Documents

Part 8 [Repealed]

Part 9 [Repealed]

Part 10 Exemption

Exemption

Appendix A [Repealed]

Appendix B [Repealed]

Part 1
Definitions and Interpretation

Definitions

1.1         In this Rule

"fund" means a mutual fund or a non-redeemable investment fund;

"manager" means the person or company the directs the business, operations or affairs of a fund;

"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"portfolio adviser" means a person or company that provides investment advice or portfolio management services under a contract with a fund or with the manager of the fund; and

1.2         [Repealed]

Part 2
International Adviser Applicants

2.1         [Repealed]

2.2         [Repealed]

Part 3
[Repealed]

Part 4
Exemption from Financial Statement Preparation and Filing Requirements

4.1         [Repealed]

4.2         [Repealed]

Part 5
Exemption from Reporting of Certain Changes

5.1         [Repealed]

Part 6
Restricted Advisory Activities for International Advisers

6.1         [Repealed]

6.2         [Repealed]

6.3         [Repealed]

6.4         [Repealed

6.5         [Repealed]

Part 7
Exemptions from Registration

7.1         [Repealed]

Commodity Pool Programs

7.2         The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, that is registered under the Commodity Futures Act, in connection with that person or company acting as a portfolio adviser to a mutual fund that is subject to National Instrument 81-104 Commodity Pools or to a non-redeemable investment fund that would be subject to that National Instrument if it were a mutual fund.

7.3         [Repealed]

7.4         [Repealed]

7.5         [Repealed]

Advising Pension Funds of Affiliates

7.6         The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as an adviser for a pension fund sponsored by an affiliate of the person or company for the benefit of the employees of the affiliate or affiliates of the affiliate.

7.7         [Repealed]

7.8         [Repealed]

7.9         [Repealed]

7.10       [Repealed]

Disclosure in Offering Documents

7.11       A prospectus filed in Ontario for a fund whose portfolio adviser is relying upon an exemption from the adviser registration requirements provided by this Part or by section 8.26.1 of NI 31-103, or whose portfolio adviser receives investment advice or portfolio management services from a person or company that relies upon an exemption from the adviser registration requirements provided by this Part or by section 8.26.1 of NI 31-103, shall include disclosure that

1. 1. if the person or company is advising a registrant in reliance on the exemption in section 8.26.1 of NI 31-103, the registrant or portfolio adviser has responsibility for the investment advice given or portfolio management services provided by the person or company; and
   2. to the extent applicable, there may be difficulty in enforcing any legal rights against the person or company because it is resident outside Canada and all or a substantial portion of its assets are situated outside Canada.

Part 8
[Repealed]

Part 9
[REPEALED]

Part 10
Exemption

Exemption

10.1       The Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

Appendix A
[Repealed]