OSC: Category 4 - Rule 41-501 General Prospectus Requirements, Companion Policy to General Prospectus Requirements 41-501CP and Form 41-501F1 Information required in a Prospectus

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RULE 41-501 GENERAL PROSPECTUS REQUIREMENTS,
COMPANION POLICY TO GENERAL
PROSPECTUS REQUIREMENTS 41-501CP
AND FORM 41-501F1 INFORMATION REQUIRED IN A PROSPECTUS

TABLE OF CONCORDANCE WITH OSC POLICY NOS 5.1 AND 5.7, UNIFORM ACT POLICIES 2-01, 2-02, 2-03 AND 2-04 AND CERTAIN PROVISIONS OF PART III OF THE REGULATION TO THE SECURITIES ACT RSO 1990 c S5, AS AMENDED

On July 23, 1999, the Commission published for comment proposed changes to proposed Rule 41-501 General Prospectus Requirements (the "proposed Rule"), Form 41-501F1 Information Required in a Prospectus (the "Prospectus Form"), and Companion Policy 41-501CP General Prospectus Requirements (the "proposed Companion Policy").

As a result of the implementation of the proposed Rule, Prospectus Form and proposed Companion Policy, most of the provisions in Part III of the Regulation to the Securities Act (Ontario) concerning the form, content, certification, filing and receipting of preliminary prospectuses and prospectuses will no longer be necessary and the Commission proposes to revoke these provisions. This table shows how each of the relevant sections in the Regulation, Ontario Securities Commission Policy 5.1 ("OSC Policy 5.1"), Ontario Securities Commission Policy 5.7 ("OSC Policy 5.7") and certain other existing instruments are to be treated in the proposed Rule, Prospectus Form and proposed Companion Policy.

Item	EXISTING PROVISION	Treatment⁽¹⁾
1.	Part III, Regulation 1015, as amended, sections 33-66 and 79-82
	Section 33	To be revoked (summary statements no longer used)
	Section 34 (1)	Rule 41-501, s. 9.7(1)
	(2)	To be revoked as covered in general exemption authority in Rule 41-501, Part 11.
	(3)	Rule 41-501, s. 9.7(2)
	(4)	Form 41-501F1, Item 28.3(1), (2)
	(5)	Form 41-501F1, Item 28.3(4)
	Section 35	Rule 41-501, s. 9.11(5)
	Section 36	Rule 41-501, s. 9.3
	Section 37 (1)	To be revoked (definitions of "trustee", "trust indenture" and "underwriter" no longer required as sections 38 and 39 of the Regulation to be revoked)
	(2)	To be revoked. New definition of these terms will be included in National Instrument 43-101 and 43-102 which will be the successor instruments to National Policy Nos. 2.A and 2.B, respectively
	Section 38 (1) 1	Rule 41-501, s. 10.1(1)
	(1) 2	Rule 41-501, s. 10.1(2)
	(1) 3	To be revoked (the escrow requirements will be reformulated in a new Rule, which will replace existing Policy 5.9)
	(1) 4	Rule 41-501, s. 10.1(3)
	(1) 5	Form 41-501F1, Item 1.9(4)
	(1) 6	Form 41-501F1, Item 1.7(3)
	(1) 7	Form 41-501F1, Item 19.5 60 day period extended to 90 days.
	(2)	To be revoked
	Section 39	To be revoked
	Section 40	To be revoked (Form 41-501F1 will replace Form 12)
	Section 41	To be revoked (Form 41-501F1 will replace Form 13)
	Section 42	To be revoked (Form 41-501F1 will replace Form 14)
	Section 43	To be revoked (to be covered in Rule 54-501)
	Section 44 (1)	To be included in Rule 41-502 - Prospectus Requirements for Mutual Funds
	(2)	To be revoked (summary statements no longer used)
	Section 45	To be revoked (no longer useful as Form 41-501F1 consolidates the three principal prospectus forms)
	Section 46	Paragraphs (a) and (b) revoked; paragraph (c) included in Rule 41-501, s. 3.2(5) and Companion Policy 41-501CP s. 1.3
	Section 47	Form 41-501F1 General Instruction 5
	Section 48	To be revoked (not required as forms do not create the suggested inference)
	Section 49 (1)	Rule 41-501 s. 3.2(1), Companion Policy 41-501CP, s. 1.2 and Form 41-501F1 General Instruction 4
	(2)	To be revoked
	(3)	To be revoked
	(4)	Rule 41-501, s. 3.2(2)
	(5)	Rule 41-501, s. 3.2(3) and Form 41-501F1, Item 2
	(6)	Rule 41-501, s. 3.2(4)
	Section 50	To be included in proposed National Instrument 41-101 Prospectus Disclosure Requirements, s. 2.2 and Form 41-501F, Item 1.2
	Section 51	Form 41-501F1, Item 1.1 and National Instrument 41-101, s. 2.1
	Section 52 (1)	Rule 41-501 s. 1.2
	(2)	Rule 41-501 s. 6.2(1)6 and 8.3
	Section 53 (1)	Rule 41-501, s. 4.1(1) (five year requirement reduced to three years) and s. 4.3
	(2)	To be revoked
	(3)	To be revoked
	(4)	Rule 41-501, s. 4.5
	(5)	Rule 41-501, s. 4.2
	(6)	To be revoked
	Section 54	Included in Rule 41-502 Prospectus Requirements for Mutual Funds
	Section 55	To be revoked.
	Section 56	To be revoked and replaced by Rule 41-501, Part 5
	Section 57	Rule 41-501, s. 6.1(2) and Companion Policy 41-501CP s. 4.1
	Section 58	To be revoked.
	Section 59	Form 41-501F, Item 9 Requirement to provide asset coverage deleted.
	Section 60 (1)	To be revoked. To be included in proposed National Instrument 52-101 Future Oriented Financial Information.
	(2)	To be revoked. To be included in proposed National Instrument 52-101 Future Oriented Financial Information.
	(3)	To be revoked. To be included in proposed National Instrument 52-101 Future Oriented Financial Information.
	Section 61	To be revoked and replaced by Rule 41-501 s. 6.1
	Section 62	To be revoked; guidance to issuer in Companion Policy 41-501CP, s. 2.4(a)
	Section 63	To be revoked (see Part 11 of Rule 41-501).
	Section 64	Rule 41-501 s.6.3
	Section 65 (1)	Rule 41-501, s. 6.2(1)
	(2)	Rule 41-501, s. 6.2(1)
	(3)	Rule 41-501, s. 9.9(1) and (2)
	Section 66 (1)	Rule 41-501, s. 9.9(2)
	(2)	To be revoked.
	Section 79	To be revoked. The escrow requirements are to be reformulated in a separate rule.
	Section 80 (1)	To be revoked
	(2)	To be revoked
	Section 81 (1)	To be revoked. Replaced by s. 1.1 of Rule 41-501.
	(2)	To be revoked. Authority to permit variations covered in general exempting authority in Rule 41-501, Part 11.
	Section 82 (1)	To be revoked
	(2)	To be revoked
2.	Uniform Act Policy 2-01- "Undertakings" -- Extra-provincial Companies	To be revoked in Ontario(see introductory note to UAP 2-01)
3.	Uniform Act Policy 2-02- Prospectuses -- Annual Re-filings	To be revoked in Ontario (this policy is superseded by s 62 of the Act)
4.	OSC Policy 5.1 - Prospectuses--General Guidelines
	Section 1 - Purpose of Issue - Experience of Officers and Directors - Other Resources	Companion Policy 41-501CP, s. 1.1
	Section 2 - Good Standing of "Experts"	To be revoked
	Section 3 - "Best Efforts" Offering - Minimum Subscriptions - Depository - Length of Offering	Form 41-501F1, Items 19.3 and 19.5 60 day period extended to 90
	Section 4 - Feasibility depending on Registration or Licensing	Form 41-501F1, Item 19.6
	Section 5 - Disclosure of Market Stabilization during Distribution	Form 41-501F1, Item 1.7(2) and 19.4
	Section 6 - Right to Redemption or Repurchase - Disclosure	Form 41-501F1, Item 10.1
	Section 7 - Representations as to Listing on a Stock Exchange	Paragraph (b) included in Form 41-501F1, Item 19.9
	Section 8 - Natural Resource Issuers - Property in "Cautioned" Townships	To be revoked
	Section 9 - Natural Resource Issuers - Escrowed Shares	To be revoked
	Section 10 - Green Shoe Options, Warrants and Convertible Securities	Part A - Moved to proposed Rule 48-502 Underwriters Options and new disclosure requirement added in Item 1.4(2) of Form 41-501F Part B disclosure requirement added in Form 41-501F1, Item 12.1 and explanation in Companion Policy 41-501CP, s. 5.9
	Section 11 - Extension of 75 day period for Issuance of Final Receipt	Companion Policy 41-501CP, s. 6.1
	Section 12 - Certificate of Underwriter in Prospectus	Companion Policy 41-501CP, s. 1.5
	Section 13 - Apartment Conversions	To be revoked
	Section 14 - Delivery of Comment Letters	To be revoked
	Section 15 - Documents and Information to be Filed	Rule 41-501, ss. 9.2 - 9.10 Requirement to file certified copies of directors resolutions and certificate under s. 80 of the Regulations have been eliminated. Only certain material contracts required to be filed
	Section 16 - Project Financings	Companion Policy 41-501CP s. 6.2
	Section 17 - Sale by a Constrained Share Corporation of Shares held by Non-Canadians	Form 41-501F1, Item 10.7
	Section 18 - Offerings in Which Trust Companies are Involved	To be revoked
	Section 19 - Deposit-Taking Issuers	Replaced by MD&A requirement
	Section 20 - Extended Distribution Period for Real Estate-based Securities	To be revoked
	Section 21 - Dilution	To be revoked
	Section 22 - Offerings of Approved Rating Debt Securities and Approved Rating Preferred Shares at Non-Fixed Prices	Form 41-501F1, Item 1.5 Rule 41-501, s. 7.1
	Section 23 - Acquisitions	Rule 41-501, Part 5, and Companion Policy 41-501CP, Part 3
	Section 24 - Prospectus Disclosure in Information Circulars; Amalgamation, Arrangements, Mergers and Reorganizations	To be included in proposed Rule 54-501
	Section 25 - International Offerings	Paragraph (a) in 41-501, s. 9.10; paragraphs (b), (c), (d) and (e) to be revoked and paragraph (d) included as new Item 1.10 of Form 41-501F1. Paragraph (e) not required since International Markets Branch no longer exists.
	Section 26 - Trading by Issuers, Selling Security Holders, Underwriters, Dealers and Their Affiliates and Joint Actors During a Distribution by Prospectus of TSE-listed Securities	To be included in proposed Rule 48-501 Market Stabilization
	Appendix A - Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process	Form 41-501F3
	Appendix B - Non Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process	Form 41-501F4
5.	OSC Policy 5.7 - Preliminary Prospectuses -- Preparation, Filing and Frequently Occurring Deficiencies
A	Prospectus Preparation and Filing Section 1 - General (a), (c)	Rule 41-501, s. 9.2 Requirement to provide asset coverage deleted.
	Section 1 - General (b)	To be revoked.
	Section 1a - General -- Mutual Funds	To be included in proposed Rule 41-502 Prospectus Requirements for Mutual Funds
	Section 1b - Freedom of Information and Protection of Privacy Act, 1987	Rule 41-501, s. 9.2, S. 1 and 2
	Section 2 - Other Regulatory Authorities	To be revoked
	Section 3 - Secondary Offerings	To be revoked
	Section 4 - Opinions	Form 41-501F1, Item 28.1 (paragraph 4(b) to be revoked)
	Section 5 - Layman's Terms	Companion Policy 41-501CP s. 1.2
	Section 6 - Certificates	Rule 41-501, s. 8.2
	Section 7 - Final Material	Rule 41-501, s. 4.3 and 5.4
	Section 8 - Directors' Resolutions	To be revoked
	Section 9 - Project Financing and Limited Partnership Offering	To be revoked
	Section 10 - Marked-up Copies	Companion Policy 41-501CP, s. 5.4
B	Frequently Occurring Deficiencies Section 1 - Concurrent Applications	To be revoked
	Section 2 - Face Page Disclosure	Item 1 of Form 41-501F1 - Information Required in a Prospectus
	- (a)	No longer required on face page
	- (b)	Form 41-501F1, Item 1.1
	- (c)	National Instrument 52-102 Use of Currencies
	- (d)	No longer required on face page
	- (e)	Form 41-501F1, Item 1.9(4)
	- (f)	Form 41-501F1, Item 1.7(3)
	- (g)	Form 41-501F1, Item 1.4(4)
	- (h)	Form 41-501F1, Item 1.8
	- (i)	No longer require face page disclosure
	- (j)	Not applicable
	- (k)	No longer require face page disclosure See Form 41-501F1, Items 19.8 and 19.9
	- (l)	Form 41-501F1, Item 1.3
	Section 3 - Certificates	To be revoked
	Section 4 - Final Material	To be revoked
	Section 5 - Applicable Policies	To be revoked
	Schedule "A" - Collection of Personal Information Pursuant to the Freedom of Information and Protection of Privacy Act, 1987	Form 41-501F2 published May 2, 1997 (1997 20 OSCB (supp))
6.	OSC Policy Notice #6	To be revoked
7.	Blanket Ruling 36	To be revoked
8.	OSCN - Disclosure of Investigations (1990), 13 OSCB 598	Companion Policy 41-501CP, s. 5.5
9.	OSCN-Prospectus Disclosure of Ratings (A30-9)	To be revoked (mandatory disclosure of ratings now provided for in Form 41-501F1, Item 10.4)
10.	OSCN - Interpretation Note 2 (1983) OSCB 4536	Companion Policy 41-501CP, s. 1.4
11.	UAP 2-03 - Prospectuses and Amendments -- Certification (Section 52) Supporting Documentation	To be revoked in Ontario
12.	UAP 2-04 - Consent of Solicitors -- Disclosure of Interest	Companion Policy 41-501CP, s. 5.1
13.	OSCN - Auditors' Consent and Comfort Letters (A30-6)	To be revoked
14.	OSCN - OSC Notice re Issuance of receipts on a specific day 02/04/94	Rule 41-701
15.	Filing of Prospectuses with the Commission (A30-281)	To be revoked

1. 1. A statement that an existing provision is "to be revoked" means that it will be revoked and not reformulated in a new instrument. All other provisions are to be included in the new instrument indicated.