CSA / ACVM Canadian Securities Administrators en Autorités canadiennes valeurs mobilières Notice National Instrument to amend Regulation 31-101 respecting National Registration System and Amendments to Policy Statement 31-201 respecting National Registration System Introduction We, the Canadian Securities Administrators (CSA) have amended National Instrument 31-101 respecting National Registration System (National Instrument 31-101) and Policy Statement 31-201 respecting National Registration System (Policy Statement 31-201). National Instrument 31-101 and Policy Statement 31-201 are currently in force in all Canadian jurisdictions. The amendments to National Instrument 31-101 have been made or are expected to be made by each member of the CSA, and will be implemented as • a regulation in Québec • a rule in each of Alberta, Manitoba, Ontario and Nova Scotia, Prince Edward Island, New Brunswick and Newfoundland and Labrador; • a blanket order in British-Columbia; • a commission regulation in Saskatchewan; and • a policy in all other jurisdictions represented by the CSA. We also expect that the amendments to Policy Statement 31-201 will be adopted in all jurisdictions. In Ontario, the amendments to the regulation and other required materials were delivered to the Minister of Government Services (the Minister) on April 19, 2006. The Minister may approve or reject the amendments or return them for further consideration. If the Minister approves the amendments or does not take any further action, they will come into force on the date indicated below. In Québec, the amending regulation is a regulation made under section 331.1 of the Securities Act (Québec) and must be approved, with or without amendment, by the minister of Finance. The amending regulation will come into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation. Provided all necessary approvals are obtained, the amendments will come into force on August 1, 2006.
Substance and Purpose The substance and purpose of the amendments to National Instrument 31-101 and Policy Statement 31-201 are to require that a firm filer select as its principal regulator the local securities regulatory authority or regulator in the jurisdiction where the filer’s head office is located. In exceptional circumstances, factors other than the firm’s head office may be considered when the firm filer applies for a change of principal regulator, as provided in the amendment to section 3.3 of Policy Statement 31-201. Written comments received During the comment period, we received one submission, from The Investment Funds Institute of Canada. This submission states that a firm’s principal jurisdiction under NRS should be the one chosen by the firm. However, we note that the amendments are consistent with the selection of an issuer's principal regulator under Notice 43-201 relating to the Mutual Reliance Review System for Prospectuses and Annual Information Forms in Québec and National Policy 43-201, Mutual Reliance Review System for Prospectuses and Annual Information Forms in other Canadian jurisdictions, and National Instrument 11-101 respecting Principal Regulator System. Further, we do not believe that the amendments will give rise to an increase in time or costs for registrants. We have therefore made no change to the amendments. Questions Please refer your questions to any of: Claude Prévost Directeur des pratiques de distribution Autorité des marchés financiers 800 square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, QC H4Z 1G3 Direct: (418) 525-0337 ext. 2711 Fax: (418) 525-9512 E-mail: claude.prévost@lautorite.qc.ca David McKellar Director, Market Regulation Alberta Securities Commission 4th Floor, 300 - 5th Avenue S.W. Calgary, AB T2P 3C4 Direct: (403) 297-4281 Fax: (403) 297-4113 E-mail: david.mckellar@seccom.ab.ca 2
Sandy Jakab Manager-Policy Capital Markets Regulation British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 - West Georgia Street Vancouver, BC V7Y 1L2 Direct: (604) 899-6869 Fax: (604) 899-6814 E-mail: sjakab@bcsc.bc.ca Douglas R. Brown General Counsel & Director - Legal, Enforcement & Registration The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, MB R3C 4K5 Direct: (204) 945-0605 Fax: (204) 945-0330 E-mail: doubrown@gov.mb.ca Andrew Nicholson Director Market Regulation New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, NB E2L 2J2 Direct: (506) 658-3021 Fax: (506) 658-3059 E-mail: andrew.nicholson@nbsc-cvmb.ca Douglas J. Connolly Director of Financial Services Regulation Financial Services Regulation Division Department of Government Services Government of Newfoundland and Labrador 2nd Floor, West Block Confederation Building P.O. Box 8700 St. John’s, NL A1B 4J6 Direct: (709) 729-2954 Fax: (709) 729-6187 E-mail: dconnolly@gov.nl.ca 3
Brian W. Murphy Deputy Director, Capital Markets Nova Scotia Securities Commission Joseph Howe Building 2nd Floor, P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Direct: (902) 424-4592 Fax: (902) 424-4625 E-mail: murphybw@gov.ns.ca David M. Gilkes Manager, Registrant Regulation Capital Markets Branch Ontario Securities Commission 18th Floor, 20 Queen Street West Toronto, ON M5H 3S8 Direct: (416) 593-8104 Fax: (416) 593-8240 E-mail: dgilkes@osc.gov.on.ca Mark Gallant Registrar of Securities PEI Securities Division Office of the Attorney General P.O. Box 2000 95 Rochford Street 4th Floor, Shaw Building Charlottetown, PE C1A 7N8 Direct: (902) 368-4552 Fax: (902) 368-5283 E-mail: mlgallant@gov.pe.ca Dean Murrison Deputy Director, Legal/Registration Securities Division Saskatchewan Financial Services Commission 6th Floor, 1919 Saskatchewan Drive REGINA SK S4P3V7 Tel: 306 787-5879 Fax: 306 787-5899 email: dmurrison@sfsc.gov.sk.ca 4
Gary Crowe Registrar of Securities Legal Registries Division, Department of Justice Government of Nunavut P.O. Box 1000, STN 570 1st Floor, Brown Building Iqaluit, NU X0A 0H0 Direct: (867) 975-6586 Fax: (867) 975-6594 E-mail: gcrowe@gov.nu.ca M. Richard Roberts Manager, Corporate Affairs Registrar of Securities Corporate Affairs / Community Services Government of Yukon P.O. Box 2703 2134 Second Avenue Whitehorse, YT Y1A 5H6 Direct: (867) 667-5225 Fax: (867) 393-6251 E-mail: richard.roberts@gov.yk.ca The text of the proposed amendments follow or can be found elsewhere on a CSA member website. May 12, 2006 5
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