Securities Law & Instruments

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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
Shirley Lee
The Manitoba Securities Commission
Nova Scotia Securities Commission
Tel: (204) 945-2561
Tel: (902) 424-5441
Chris.Besko@gov.mb.ca
leesp@gov.ns.ca

May 6, 2011

 

Annex A

National or Multilateral Instrument

Local Amending Rules

Details of Changes in National/Multilateral Instrument

 

Multilateral Instrument 11-102 Passport System

Amendment to 11-102 consequential to the Repeal and Replacement of Alberta Securities Commission Rules (General) (Alberta)

Appendix D was amended by:

 

 

(1) replacing "s. 28 of ASC Rules (General)" in the row entitled "Compensation or contingency trust fund" under the subheading "Registration" by "s. 6 of ASC Rules (General)"; and

 

 

 

(2) repealing "s. 129.1 of ASC Rules (General) and" in the row entitled "Filing report of exempt distribution" under the subheading "Requirements when using prospectus exemptions".

 

 

81-513 (British Columbia)

Appendix D was amended, in the first four rows of the British 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 Territories)

Appendix D was amended by replacing, in the Northwest Territories column, in the row located below the subheading "Insider Reporting", "s.2 of Local Rule 55-501" by "s.104".

 

 

11-802 (Prince Edward Island)

Appendix D was amended by replacing, in the Prince 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 Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)

13-802 (New Brunswick)

Item 6 of Appendix A.III was amended, by replacing, in the list of applicable jurisdictions corresponding to that Item, "NS & Nfld" by "NB, NS, Nfld, NWT, Nun, PEI &YT".

 

 

11-801 (Northwest Territories)

 

 

 

 

 

 

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 Instrument 14-101 Definitions

11-801 (Nunavut)

1. Subsection 1.1 (3) was amended by adding the following paragraph to the definition of "person or company", after paragraph (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 Instrument 41-101 General Prospectus Requirements

Amending Instrument to 41-101 (Alberta)

Schedule 3 of Appendix A was amended by replacing the address of the Alberta Securities Commission with "Suite 600, 250 - 5th Street SW, Calgary, AB T2P 0R4".

 

 

41-801 (Prince Edward Island)

Schedule 3 of Appendix A was amended by replacing, in the Prince 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.

 

National Instrument 45-102 Resale of Securities

Amending Instrument to 45-102 (Alberta)

Form 45-102F1 was amended by replacing the address of the Alberta Securities Commission by "Suite 600, 250 - 5th Street SW, Calgary, AB T2P 0R4".

 

 

Amending Instrument to 45-102 (Northwest Territories)

Appendix A was amended by replacing, in the Northwest Territories 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 (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 Edward Island)

Appendix A was amended by replacing, in the Prince 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 Instrument 45-106 Prospectus and Registration Exemptions

Amending Instrument to 45-106 (Alberta)

Form 45-106F1 was amended by replacing the address of the Alberta Securities Commission by "Suite 600, 250 - 5th Street SW, Calgary, AB T2P 0R4".

 

Note: The above change was an address update of the Alberta Securities Commission.

 

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)

55-804 (New Brunswick)

1. Section 1.1 was amended by replacing, in paragraph (a) of the definition of "transfer report", "in Alberta, Saskatchewan, Ontario, Nova Scotia or Newfoundland" by "in Alberta, Saskatchewan, Ontario, New Brunswick, Northwest Territories, Nova Scotia, Prince Edward Island, Newfoundland, Nunavut or Yukon".

 

 

11-801 (Northwest Territories)

 

 

 

 

 

 

11-801 (Nunavut)

2. Section 3.2(1) was amended by replacing "In Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia or Newfoundland" by "In Alberta, Saskatchewan, Ontario, New Brunswick, Northwest Territories, Quebec, Nova Scotia, Prince Edward Island, Newfoundland, Nunavut or Yukon".

 

 

55-802 (Prince Edward Island)

 

 

 

 

 

 

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

 

 

 

(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:

 

NI 55-102 (cont'd)

See previous references.

Superintendent of Securities

 

 

Department of Justice

 

 

Government of the Northwest Territories

 

 

1st Floor, Stuart M. Hogson Building

 

 

5009-49th 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

 

 

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

 

 

Government of Yukon

 

 

3rd 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:

 

 

 

[ ]

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 reference to the name of the province or territory, the following:

 

NI 55-102 (cont'd)

See previous 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, 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 Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)

Amending Instrument to 55-102 (Alberta)

1. Form 55-102 F1 Insider Profile is amended by replacing the address of the Alberta Securities Commission by "Suite 600, 250 - 5th Street SW, Calgary, AB T2P 0R4".

 

 

 

2. Form 55-102 F2 Insider Report was amended by replacing the address of the Alberta Securities Commission with "Suite 600, 250 - 5th 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 - 5th 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 - 5th 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 Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

11-801 (Nunavut)

Appendix A was amended by adding, below the row for Nova Scotia, the following row:

 

 

 

NUNAVUT

 

 

Paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Nunavut).

 

Note: This change to NI 62-103 updated a Nunavut-specific legislative reference to "control block distribution".

 

National Instrument 81-107 Independent Review Committee

81-513 (British Columbia)

1. Appendix A was amended by:

 

 

11-801 (Nunavut)

(1) replacing in the British Columbia row, "Part 15 - Self-Dealing of 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 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.