CANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 11-314 UPDATE OF CSA INSTRUMENTS May 6, 2011 From time to time, a local jurisdiction may amend a national or multilateral instrument to reflect changes that affect activity only in that particular local jurisdiction. Such local amendments may nonetheless be of interest or importance beyond the local jurisdiction. The CSA recognize that publicly-available consolidated versions of the affected instruments, kept current to reflect the local amendments from all CSA jurisdictions, will be useful. To that end, CSA staff intend from time to time to issue notices that: identify the sections of national and multilateral instruments affected by local amendments; and set out the text of the local amendments in various jurisdictions and their source. Annex A to this notice sets out a number of changes that have already been made locally to the indicated instruments. The text of rule consolidations on the websites of CSA members will now be updated, as necessary, to reflect these local amendments. Questions regarding this notice may be directed to: Mark Wang Simon Thompson British Columbia Securities Commission Ontario Securities Commission Tel: (604) 899-6658 Tel: (416) 593-8261 mwang@bcsc.bc.ca sthompson@osc.gov.on.ca Kari Horn Sylvia Pateras Alberta Securities Commission Autorité des marchés financiers Tel: (403) 297-4698 Tel: (514) 395-0337, extension 2536 kari.horn@asc.ca sylvia.pateras@lautorite.qc.ca Manon Losier Barbara Shourounis New Brunswick Securities Commission Saskatchewan Financial Services Commission Tel: (506) 643-7690 Tel: (306) 787-5842 manon.losier@nbsc-cvmnb.ca bshourounis@sfsc.gov.sk.ca
Chris Besko The Manitoba Securities Commission Tel: (204) 945-2561 Chris.Besko@gov.mb.ca -2- Shirley Lee Nova Scotia Securities Commission Tel: (902) 424-5441 leesp@gov.ns.ca
Annex A National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument Multilateral Amendment to Appendix D was amended by: Instrument 11-102 11-102 Passport System consequential to (1) replacing “s. 28 of ASC Rules (General)” in the row entitled the Repeal and “Compensation or contingency trust fund” under the subheading Replacement of “Registration” by “s. 6 of ASC Rules (General)”; and Alberta Securities (2) repealing “s. 129.1 of ASC Rules (General) and” in the row entitled Commission Rules “Filing report of exempt distribution” under the subheading (General) “Requirements when using prospectus exemptions”. (Alberta) 81-513 (British Appendix D was amended, in the first four rows of the British Columbia) Columbia column underneath the subheading “Investment Funds – Self-Dealing”, by: (1) replacing “s.121” by “s.6 of BC Instrument 81-513 Self-Dealing”; (2) replacing “s.122” by “s.7 of BC Instrument 81-513 Self-Dealing”; (3) replacing “s.124” by “s.8 of BC Instrument 81-513 Self-Dealing”; and (4) replacing “s.126” by “s.9 of BC Instrument 81-513 Self-Dealing”. 11-801 (Northwest Appendix D was amended by replacing, in the Northwest Territories Territories) column, in the row located below the subheading “Insider Reporting”, “s.2 of Local Rule 55-501” by “s.104”. 11-802 (Prince Appendix D was amended by replacing, in the Prince Edward Island Edward Island) column, in the row located below the subheading “Insider Reporting”, “s.1 of Local Rule 55-501” by “s.104”. Note: These changes to MI 11-102 updated, for passport purposes, the list of relevant local equivalent provisions in Alberta, British Columbia, Northwest Territories and Prince Edward Island. National 13-802 (New Item 6 of Appendix A.III was amended, by replacing, in the list of Instrument 13-101 Brunswick) applicable jurisdictions corresponding to that Item, “NS & Nfld” by System for “NB, NS, Nfld, NWT, Nun, PEI &YT”. Electronic 11-801 (Northwest Document Analysis Territories) and Retrieval (SEDAR) 11-801 (Nunavut) 13-801 (Prince Edward Island) 11-803 (Yukon) Note: These changes to NI 13-101 provided for the electronic filing of Securities Acquisition (Early Warnings) Press Release and Report, for the purposes of the securities laws of New Brunswick, Northwest Territories, Prince Edward Island, Nunavut and Yukon.
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument National 11-801 (Nunavut) 1. Subsection 1.1 (3) was amended by adding the following Instrument 14-101 paragraph to the definition of “person or company”, after paragraph Definitions (c): (c.1) in Nunavut, a “person“ as defined in section 1 of the Securities Act (Nunavut); 2. Appendix C and Appendix D were each amended by replacing, in the Nunavut row, “Registrar” by “Superintendent”. Note: The first change to NI 14-101 made Nunavut law consistent with that of other jurisdictions. The second updated Nunavut contact information. National Amending Schedule 3 of Appendix A was amended by replacing the address of Instrument 41-101 Instrument to 41- the Alberta Securities Commission with “Suite 600, 250 – 5 th Street General 101 (Alberta) SW, Calgary, AB T2P 0R4”. Prospectus 41-801 (Prince Schedule 3 of Appendix A was amended by replacing, in the Prince Requirements Edward Island) Edward Island row, “Deputy Registrar, Securities Division” by “Superintendent of Securities”, and adding just below “Government of Prince Edward Island”. 11-803 (Yukon) Schedule 3 of Appendix A was amended by replacing the text of the Regulator column of the Yukon row after the first line of the text by the following: Department of Justice Andrew A. Philipsen Law Centre 2130 – 2nd Avenue, 3rd Floor Whitehorse, Yukon Y1A 5H6 Telephone: (867) 667-5225 www.community.gov.yk.ca/corp/secureinvest.html Note: These changes to NI 41-101 updated contact information specific to Alberta, Prince Edward Island and Yukon. -2-
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument National Amending Form 45-102F1 was amended by replacing the address of the Alberta Instrument 45-102 Instrument to 45- Securities Commission by “Suite 600, 250 – 5 th Street SW, Calgary, Resale of Securities 102 (Alberta) AB T2P 0R4”. Amending Appendix A was amended by replacing, in the Northwest Territories Instrument to 45- row, “Definition of “control person” and paragraph (iii) of the 102 (Northwest definition of “distribution” contained in subsection 1(1) of Blanket Territories) Order No. 1 of the Registrar of Securities” by “Definition of “control person” in subsection 1(1) and paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Northwest Territories)”. 11-801 (Nunavut) Appendix A was amended by replacing, in the Nunavut row, “Definition of “control person” and paragraph (iii) of the definition of “distribution” contained in subsection 1(1) of Blanket Order No.1 of the Registrar of Securities” by “Definition of “control person” in subsection 1.1 and paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Nunavut)”. 45-802 (Prince Appendix A was amended by replacing, in the Prince Edward Island Edward Island) row, “Clause (iii) of the definition of distribution in section 1” by “Clause 1(e) and subclause 1(k)(iii)”. Note: The first change to NI 45-102 was an address update of the Alberta Securities Commission. The remaining changes to NI 45-102 were updates of Northwest Territories, Nunavut and PEI legislative references to control distributions. The update of the Northwest Territories legislative reference need only been made to the Ontario consolidation, as it is already reflected in other consolidations. National Amending Form 45-106F1 was amended by replacing the address of the Alberta Instrument 45-106 Instrument to 45- Securities Commission by “Suite 600, 250 – 5 th Street SW, Calgary, Prospectus and 106 (Alberta) AB T2P 0R4”. Registration Exemptions Note: The above change was an address update of the Alberta Securities Commission. National 55-804 (New 1. Section 1.1 was amended by replacing, in paragraph (a) of the Instrument 55-102 Brunswick) definition of “transfer report”, “in Alberta, Saskatchewan, Ontario, System for Nova Scotia or Newfoundland” by “in Alberta, Saskatchewan, Ontario, Electronic 11-801 (Northwest New Brunswick, Northwest Territories, Nova Scotia, Prince Edward Disclosure by Territories) Island, Newfoundland, Nunavut or Yukon”. Insiders (SEDI) 11-801 (Nunavut) 2. Section 3.2(1) was amended by replacing “In Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia or Newfoundland” by “In 55-802 (Prince Alberta, Saskatchewan, Ontario, New Brunswick, Northwest Edward Island) Territories, Quebec, Nova Scotia, Prince Edward Island, Newfoundland, Nunavut or Yukon”. 11-803 (Yukon) 3. Forms 55-102F1, 55-102F2, 55-102F3 were each amended, (1) in the paragraph under the heading “Notice – Collection and Use of Personal Information” by: (a) adding “Northwest Territories” after “Ontario”; (b) adding “Prince Edward Island” after “Nova Scotia”; and (c) replacing “and Newfoundland” by “Newfoundland and Yukon”; and -3-
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument (2) near the end of each of those forms, by adding, in alphabetical order determined with reference to the name of the province or territory, the following: Superintendent of Securities Department of Justice Government of the Northwest Territories 1 st Floor, Stuart M. Hogson Building 5009-49 th Street P.O. Box 1320 Yellowknife, Northwest Territories, X1A 2L9 Attention: Deputy Superintendent of Securities Tel:(867) 920-3318 Government of Nunavut Legal Registries Division P.O. Box 100, Station 570 1 st Floor, Brown Building NI 55-102 (cont’d) See previous Iqualuit, Nunavut, X0A 0H0 references. Contact person : Superintendent of Securities Tel: (867) 975-6590 Fax: (867) 975-6595 Email: legal.registries@gov.nu.ca Superintendent of Securities Government of Prince Edward Island 4 th Floor, Shaw Building 95 Rochford Street P.O. Box 2000 Charlottetown PE C1A 7N8 Tel: (902) 368-4550 Yukon Securities Office Government of Yukon 3 rd Floor – 2130 Second Avenue Whitehorse, Yukon Y1A 2C6 (C-6) Attention: Superintendent of Securities Tel:(867) 667-5505 4. Form 55-102F6 was amended, (1) in the box entitled “Notice – Collection and Use of Personal Information”, by: (a) adding “Northwest Territories” after “Ontario”; (b) adding “Prince Edward Island” after “Nova Scotia”; and (c) replacing “and Newfoundland” by “Newfoundland and Yukon”; (2) in Box 4 entitled “JURISDICTION(S) WHERE THE ISSUER IS A REPORTING ISSUER OR THE EQUIVALENT”, by adding, in alphabetical order each of: -4-
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument PRINCE EDWARD ISLAND NORTHWEST TERRITORIES YUKON (3) in the Instructions box by replacing “the Northwest Territories, Nunavut, Prince Edward Island or the Yukon” by “Nunavut.”; and (4) near the end by adding, in alphabetical order determined with NI 55-102 (cont’d) See previous reference to the name of the province or territory, the following: references. Superintendent of Securities Department of Justice Government of the Northwest Territories 1st Floor, Stuart M. Hodgson Building 5009-49th Street P.O. Box 1320 Yellowknife, Northwest Territories, X1A 2L9 Attention: Deputy Superintendent of Securities Tel; (867) 920-3318 Facsimile: (867) 873-0243 Government of Nunavut Legal Registries Division P.O. Box 100, Station 570 1st Floor, Brown Building Iqualuit, Nunavut, X0A 0H0 Contact person: Superintendent of Securities Tel: (867) 975-6590 Fax: (867) 975-6595 Email: legal.registries@gov.nu.ca Superintendent of Securities Government of Prince Edward Island 4th Floor, Shaw Building 95 Rochford Street P.O. Box 2000 Charlottetown PE C1A 7N8 Tel: (902) 368-4550 Yukon Securities Office Yukon Government Law Centre, 3rd Floor 2130 Second Avenue (PO Box 2703) Whitehorse, YT Y1A 5H6 Attn: Superintendent of Securities Tel: (867) 667-5466 Fax: (867) 393-6251 Notes: There are two types of change to NI 55-102 set out above. First, amendments specific to New Brunswick, -5-
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument Northwest Territories, Nunavut, Prince Edward Island and Yukon relating to the definition and filing of “transfer report” have been made for consistency with other CSA jurisdictions. Second, amendments specific to Northwest Territories, Prince Edward Island and Yukon have also been made to the forms of NI 55-102 for similar consistency. More limited amendments, specific to Nunavut, have also been made to the same forms. National Amending 1. Form 55-102 F1 Insider Profile is amended by replacing the Instrument 55-102 Instrument to 55- address of the Alberta Securities Commission by “Suite 600, 250 – 5 th System for 102 (Alberta) Street SW, Calgary, AB T2P 0R4”. Electronic Disclosure by 2. Form 55-102 F2 Insider Report was amended by replacing the Insiders (SEDI) address of the Alberta Securities Commission with “Suite 600, 250 – 5 th Street SW, Calgary, AB T2P 0R4”. 3. Form 55-102 F3 Issuer Profile Supplement was amended by replacing the address of the Alberta Securities Commission with “Suite 600, 250 – 5 th Street SW, Calgary, AB T2P 0R4”. 4. Form 55-102 F6 Insider Report was amended by replacing the address of the Alberta Securities Commission by “Suite 600, 250 – 5 th Street SW, Calgary, AB T2P 0R4”. Note: The above changes to forms in NI 55-102 updated the address of the Alberta Securities Commission. National 11-801 (Nunavut) Appendix A was amended by adding, below the row for Nova Scotia, Instrument 62-103 the following row: The Early Warning System and Related NUNAVUT Paragraph (c) of the definition of Take-Over Bid and “distribution” contained in subsection 1(1) of Insider Reporting the Securities Act (Nunavut). Issues Note: This change to NI 62-103 updated a Nunavut-specific legislative reference to “control block distribution”. National 81-513 (British 1. Appendix A was amended by: Instrument 81-107 Columbia) Independent (1) replacing in the British Columbia row, “Part 15 – Self-Dealing of Review Committee 11-801 (Nunavut) the Securities Act (British Columbia)” by “BC Instrument 81-513 Self- Dealing”; 11-803 (Yukon) (2) adding, below the row for Nova Scotia, the following row: 81-807 (Prince Edward Island) Nunavut Part 11 Insider Reporting and Early Warning of the Securities Act (Nunavut) ; (3) adding, below the row for Ontario, the following row: Prince Edward Part 11 Insider Reporting and Early Warning Island of the Securities Act (Prince Edward Island); and (4) adding, below the row for Saskatchewan, the following row: Yukon Part 11 Insider Reporting and Early Warning of the Securities Act (Yukon). 2. Appendix B was amended by: (1) deleting in the British Columbia row , “Section 127(1)(b) of the -6-
National or Local Amending Multilateral Rules Details of Changes in National/Multilateral Instrument Instrument Securities Act (British Columbia)”; and (2) deleting in the Prince Edward Island row, “Section 38.1(6) of Securities Act Regulations”. Note: Appendices A and B to NI 81-107 have been changed to update British Columbia and Prince Edward Island legislative references in connection with conflicts of interests/self-dealing and inter-fund self dealing. Appendix A to NI 81-107 was updated to reflect new Nunavut and Yukon legislative references to conflicts of interests/self-dealing. -7-
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