THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-1 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS 1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument. 2. Section 1.1 is amended (a) by adding the following definition: "Form 41-101F3" means Form 41-101F3 Information Required in a Scholarship Plan Prospectus of this Instrument; (b) by replacing the definition of "long form prospectus" with the following: "long form prospectus" means a prospectus filed in the form of Form 41-101F1, Form 41-101F2 or Form 41-101F3; and (c) by adding the following definition: "plan summary" means a document prepared in accordance with the requirements of Part A of Form 41-101F3; 3. Subsection 1.2(6) is amended by replacing "in Form 41-101F1 and Form 41-101F2," with "in Form 41-101F1, Form 41-101F2 and Form 41-101F3,". 4. Section 3.1 is amended (a) in subsection (1) by replacing "subsection (2) and (3)" with "subsections (2), (2.1) and (3)" (b) in subsection (2) by adding ", other than a scholarship plan," after "investment fund", and (c) by adding the following subsection: 3.1(2.1) An issuer that is a scholarship plan filing a prospectus must file the prospectus in the form of Form 41-101F3. 5. The Instrument is amended by adding the following Part: PART 3A: Scholarship Plan Prospectus Requirements Plain language and presentation 3A.1(1) A scholarship plan prospectus must be prepared using plain language and in a format that assists in readability and comprehension.
- 2 - 3A.1(2) A scholarship plan prospectus must (a) present all information briefly and concisely, (b) present the items listed in Parts A to D of Form 41-101F3 in the order set out in those parts, (c) use only the headings and sub-headings prescribed by Form 41-101F3 unless stated otherwise, (d) contain only information that is specifically mandated or permitted by Form 41-101F3, and (e) not incorporate by reference into the scholarship plan prospectus, information that is required to be included in a scholarship plan prospectus. 3A.1(3) A plan summary must (a) be prepared for each scholarship plan offered under a scholarship plan prospectus or multiple scholarship plan prospectus, and (b) not exceed 4 pages in length. Combinations of documents 3A.2(1) Subject to subsection (2), a scholarship plan prospectus may be consolidated with one or more scholarship plan prospectuses to a form a multiple scholarship plan prospectus. 3A.2(2) A scholarship plan prospectus must not be consolidated with one or more scholarship plan prospectuses to form a multiple scholarship plan prospectus unless the portions of each scholarship plan prospectus prepared in accordance with the requirements of Parts B and D of Form 41-101F3 are substantially similar. Order of contents of bound documents 3A.3 If documents are attached to, or bound with, a scholarship plan prospectus or multiple scholarship plan prospectus (a) the scholarship plan prospectus or multiple scholarship plan prospectus must be the first document contained in the package, and (b) no pages must come before the scholarship plan prospectus or multiple scholarship plan prospectus other than, at the option of the scholarship plan, a general front cover and table of contents pertaining to the entire package. Plan summary 3A.4(1) Despite section 3A.3, a plan summary must not be attached to, or bound with, any other part of a scholarship plan prospectus, or to any other document, except as provided in this section. 3A.4(2) A plan summary of a scholarship plan may be attached to or bound with one or more plan summaries of other scholarship plans if the binding, to a reasonable person, would help present the information in a simple, accessible and comparable format. Documents to be delivered or sent upon request 3A.5(1) On request by a person or company, a scholarship plan must deliver or send a copy of one or more the following documents free of charge to the person or company: (a) the scholarship plan prospectus or multiple scholarship plan prospectus;
- 3 - (b) any document incorporated by reference into the scholarship plan prospectus; (c) any portion of a document described in paragraph (a) or (b). 3A.5(2) A document requested under subsection (1) must be delivered or sent within 3 business days of receipt of the request.. 6. Subsection 4.2(2) is amended by replacing "the form of Form of 41-101F2" with "the form of Form 41-101F2 or Form 41-101F3". 7. Paragraph 5.1(a) is amended by adding the following subparagraph: (ii.1) section 9.1 of Part D of Form 41-101F3. 8. Paragraph 5.1(b) is amended by adding the following subparagraph: (ii.1) section 9.3 of Part D of Form 41-101F3. 9. Section 6.1 is amended by adding the following subsection: 6.1(3) Despite subsections (1) and (2), an amendment to a plan summary must be prepared in accordance with Part A of Form 41-101F3 without any further identification, and dated as of the date the plan summary is being amended. 10. Paragraph 9.1(a) is amended by adding the following subparagraph: (iv.1) if the issuer is a scholarship plan, in addition to the documents filed under subparagraph (iv), a copy of the scholarship plan contract for the scholarship plan under the prospectus; 11. Subparagraph 9.2(a)(iv) is amended by adding "or (iv.1)" after "subparagraph 9.1(a)(iv)". 12. Section 15.1 is amended by deleting ", other than scholarship plans". 13. Subsection 15.2(1) is replaced with the following: 3A.5(1) An investment fund must incorporate by reference into its long form prospectus, by means of a statement to that effect, the filed documents listed in (a) section 37.1 of Form 41-101F2 for investment funds other than scholarship plans, and (b) subsection 4.1(1) of Part B of Form 41-101F3 for scholarship plans. 14. Subsection 15.2(3) is replaced with the following: 15.2(3) An investment fund must incorporate by reference in its long form prospectus, by means of a statement to that effect, the subsequently filed documents referred to in (a) section 37.2 of Form 41-101F2 for investment funds other than scholarship plans, and (b) subsection 4.1(2) of Part B of Form 41-101F3 for scholarship plans. 15. Subsection 17.1(2) is amended by replacing "Form 41-101F1 or Form 41-101F2, as applicable," with "Form 41-101F1, Form 41-101F2 or Form 41-101F3, as applicable,".
- 4 - 16. The General Instructions of Form 41-101F2 are amended by deleting the following sentence in General Instruction (7): However, scholarship plans may make modifications to the disclosure items in order to reflect the special nature of their investment structure and distribution mechanism. 17. Subsection 1.3(1) of Item 1 of Form 41-101F2 is amended by deleting ", scholarship plan". 18. Subsection 1.11(3) of Item 1 of Form 41-101F2 is amended by replacing "venture capital fund, commodity pool or scholarship plan," with "venture capital fund or commodity pool,". 19. Section 1.15 of Item 1 of Form 41-101F2 is amended by deleting "other than a scholarship plan,". 20. Section 3.6 of Item 3 of Form 41-101F2 is amended (i) by deleting "[for scholarship plans, Fees and Expenses payable by Subscribers’ Deposits]" in the table to subsection (2), and (ii) by deleting "or by Subscribers’ Deposits (for scholarship plans)" in subsection (3). 21. Item 37 of Form 41-101F2 is amended by deleting "other than a scholarship plan," in Section 37.1 and Section 37.2. 22. The Instrument is amended by adding the following form after Form 41-101F2: Form 41-101F3 Information Required in a Scholarship Plan Prospectus […] 23. This Instrument comes into force on May 31, 2013. 24. This Instrument may be cited as MSC Rule 2013-1.
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