NIN 98/46 - Materials Required to be Filed under Proposed National Policy 43-201 - Mutual Reliance Review System for Prospectuses and Initial AIFs [NIN - Rescinded]

Published Date:	1998-07-31
Effective Date:	1998-07-30

The Commission, together with other members of the Canadian Securities Administrators (the "CSA"), is publishing for comment Appendix A to proposed National Policy 43-201. Appendix A sets out the lists of documents that are required to be filed under each category of filing to which the proposed National Policy will apply.

On June 19, 1998, the Commission, together with the other members of the CSA, published for comment the text of the proposed National Policy. The proposed National Policy will replace National Policy Statement No. 1: "Clearance of National Issues ("NP1") including the "Table of Documents to be filed in respect of the Clearance of National Issues" (the "NP 1 Table"). It is anticipated that NP1 will be repealed once the proposed National Policy comes into force.

NIN#98/30, which accompanied the publication of the proposed National Policy, indicated that an appendix listing the material to be filed would be published for comment in the near future. The comment period for the proposed National Policy expires on September 19, 1998.

The Proposed National Policy

The proposed National Policy establishes a mutual reliance review system for prospectuses (including mutual fund prospectuses), prospectus amendments, waiver applications, pre-filing discussions and initial AIFs for issuers eligible to participate in the prompt offering qualification system. For additional information concerning the background of the proposed National Policy, reference should be made to NIN#98/30.

The Mutual Reliance Review System (the "MRRS") is an understanding among the Canadian securities regulatory authorities on the principles of mutual reliance and is being implemented by way of a memorandum of understanding (the "MOU"). The draft MOU was also published for comment on June 19, 1998. For additional information concerning the background of the proposed MOU, reference should be made to NIN#98/29, which accompanied the publication of the proposed MOU.

Appendix A to the Proposed National Policy

Appendix A sets out the list of the materials to be filed as are currently listed in the NP 1 Table. Certain amendments to the materials required to be filed in the various jurisdictions have been made to incorporate changes arising out of the filing of documents through SEDAR and, in certain circumstances, changes to legislation and administrative practices.

Comments

Interested parties are invited to make written submissions with respect to the proposed Appendix A. Submissions received by September 19, 1998 will be considered.

Submissions should be made to all of the Canadian Securities Administrators listed below in care of the Commission des valeurs mobilières du Québec in duplicate, as indicated below

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières du Québec
Office of the Administrator, New Brunswick
Registrar of Securities, Prince Edward Island
Nova Scotia Securities Commission
Department of Government Services and Lands, Newfoundland and Labrador
Registrar of Securities, Northwest Territories
Registrar of Securities, Government of the Yukon Territory

c/o Rosetta Gagliardi, Mutual Reliance Committee Chair
cc: Claude St Pierre, Secretary
Commission des valeurs mobilières du Québec
800 Square Victoria
Stock Exchange Tower
P.O. Box 246, 17th Floor
Montréal, Québec H4Z 1G3
Telephone: 514-873-5009 ext. 252
Fax: 514-864-6381
e-mail: rosetta.gagliardi@cvmq.gouv.qc.ca

A diskette containing the submission (in DOS or Windows format, preferably Word) should also be submitted to the Chair of the Committee.

Comment letters submitted in response to requests for comments are placed on the public file in certain jurisdictions and form part of the public record, unless confidentiality is requested. Comment letters will be circulated among the securities regulatory authorities, whether or not confidentiality is requested. Although comment letters requesting confidentiality will not be placed on the public file, freedom of information legislation in certain jurisdictions may require the securities regulatory authorities in those jurisdictions to make comment letters available. Persons submitting comment letters should therefore be aware that the press and members of the public may be able to obtain access to any comment letters.

Questions may be referred to the Chair and/or any of the following members of the Committee:

Brenda Benham
British Columbia Securities Commission
(604) 899-6635
Or (800) 373-6393 (in B.C.)

Wayne Redwick
British Columbia Securities Commission
(604) 899-6699
Or (800) 373-6393 (in B.C.)

Glenda Campbell
Alberta Securities Commission
(403) 297-4230

Kenneth Parker
Alberta Securities Commission
(403) 297-3251

Ian McIntosh
Saskatchewan Securities Commission
(306) 787-5867

Bob Bouchard
Manitoba Securities Commission
(204) 945-2555

Rose Fergusson
Ontario Securities Commission
(416) 593-8116

Winfield Liu
Ontario Securities Commission
(416) 593-8250

Amy Macfarlane
Ontario Securities Commission
(416) 593-8135

Kathryn Soden
Ontario Securities Commission
(416) 593-8149

Bill Slattery
Nova Scotia Securities Commission
(902) 424-7768

DATED at Vancouver, British Columbia, on July 30, 1998.

Douglas M. Hyndman
Chair

REF: National Policy No. 1
National Policy 43-201
NIN#98/29
NIN#98/30

The attached lists of documents are those required to be filed under each category of filing to which the Policy applies. The following information should also be considered in connection with a filing of materials under the MRRS.

1. Where a filing is to be made in the provinces of Quebec or New Brunswick, a French language version of the following documents must also be filed:

(a) the preliminary prospectus and the prospectus;

(b) any black-lined prospectus;

(c) any amendment to a prospectus; and

(d) the initial AIF.

In the case of a filing of a preliminary short form prospectus, but not a final short form prospectus, where the distribution is to be made in the provinces of Quebec or New Brunswick, French language versions of all of the documents incorporated by reference and not previously filed with the relevant Canadian securities regulatory authorities must also be filed, to the extent French language versions were not previously filed.

2. The attached lists do not refer to the applicable filing and distribution fees required by the Canadian securities regulatory authorities. The filer should consult the fee schedules of the relevant Canadian securities legislation for the applicable fees.

For filers that are permitted to file materials in paper form pursuant to National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), the payment of fees should be made by cheque payable as follows:

British Columbia - British Columbia Securities Commission
Alberta - Alberta Securities Commission
Saskatchewan - Minister of Finance
Manitoba - Minister of Finance
Ontario - Ontario Securities Commission
Quebec - Commission des valeurs mobilieres du Quebec
New Brunswick - Minister of Finance
Nova Scotia - Minister of Finance
Prince Edward Island - Provincial Secretary
Newfoundland - Newfoundland Exchequer Account
Northwest Territories - Government of the Northwest Territories
Yukon Territories - Government of Yukon

In all other cases, payment of filing fees should be transmitted electronically through SEDAR.

3. As a result of filing materials in SEDAR, it is no longer necessary to file multiple copies of documents.

4. Additional filing requirements apply to certain types of offerings such as commodity pools or offerings using the shelf offering procedures, the post receipt pricing procedures or the multi-jurisdictional disclosure system. Reference should be made to the applicable provisions of national or local rules or policies for any additional filing requirements or procedures.

5. Further filing requirements for Alberta are contained in ASC Local Policy 4-7.

6. Further filing requirements for Ontario are contained in Ontario Securities Commission Policies No. 5.1, 5.2 and 5.7.

7. Further filing requirements for British Columbia are contained in BCSC Local Policy Statements 3-02, 3-03 and 3-17. With respect to BCSC Local Policy Statement 3-17, where a filer does not meet the minimum listing requirements for an Advanced Company on the Vancouver Stock Exchange (the “VSE”) whether or not its securities are or will be listed on the VSE, the filer should indicate in its cover letter accompanying the preliminary prospectus materials that it will be complying with BCSC Local Policy Statement 3-17. If applicable, a consultant’s or specialist’s certificate under section 6.5 of BCSC Local Policy Statement 3-17 is required to be filed with the preliminary prospectus, and an undertaking under section 4.1 of that Policy is required to be filed with the prospectus. In addition, filers subject to BCSC Local Policy Statement 3-17 must prepare their prospectus in accordance with either Form 12A or 14A. Filers, other than those offering securities pursuant to a short form prospectus, should also indicate in their cover letter whether any class of securities of the issuer are or will be listed on a stock exchange on conclusion of the offering.

8. Where the attached lists refer to “personal information regarding directors, senior officers and promoters” the filer should provide, for each director and senior officer of the filer and for each promoter of the filer (or in the case where the promoter is not an individual, for each director and senior officer of the promoter) the following information for security check purposes:

(i) full name, including aliases;

(ii) birth date;

(iii) full residential address;

(iv) present place of employment; and

(v) place of birth.

Additionally, where the offering is to made in Ontario, the filer must file Notice/Consent Forms under the Freedom of Information and Protection of Privacy Act, 1987 (Ontario). Where the offering is to be made in Saskatchewan or Nova Scotia a RCMP GRC Securities Fraud Information Centre Request Form #2674 (89-07) must be filed. Where the offering is to be made in Quebec, a Form 4 under the Regulation concerning securities made under the Securities Act (Quebec) must be filed. Where the offering is to be made in British Columbia, the filer must file a Form 4B or statutory declaration in respect of individuals related to issuers that are subject to Local Policy Statement 3-02. Particulars of these filing requirements are set out in item O of section 3.2 of Local Policy Statement 3-02.

9. The following lists make reference to certain documents which are required to be filed only in certain jurisdictions. Where this is the case, the jurisdiction(s) in which the filing requirements exist are indicated in parentheses next to the document.

10. Where the attached lists refer to “certified resolution(s) of the directors” and the filer is a limited partnership, royalty trust or other unincorporated entity, a resolution of the directors of the company acting as the general partner or manager of the filer should be filed. 1. Preliminary long form prospectus

2. Cross-reference sheet

3. Certified resolution(s) of the directors approving preliminary prospectus and financial statements

4. Technical reports and certificates of qualification, etc., if applicable

5. Auditors’ negative assurance letter regarding unsigned year-end financial statements

6. Personal information regarding directors, senior officers and promoters

7. Copy or draft of all “green sheets”, if any (Ontario)

8. Date of financial year end of the issuer and head office address of the issuer (Ontario)

9. Asset and earnings coverage calculations, if applicable

10. Dilution calculation, if applicable

11. Risk Disclosure Statement (Ontario Securities Commission Policy Statement No. 5.2)

12. Submission to jurisdiction and appointment of agent

13. Draft escrow agreement

14. Filing fees





1. Final long form prospectus

2. Final long form prospectus - black-lined to show changes from the preliminary long form prospectus

3. Certified resolution(s) of directors approving prospectus and financial statements

4. Auditors’ consent

5. Auditors’ comfort letter regarding any interim financial statements contained in the final long form prospectus

6. Consents of legal counsel and other experts, if any

7. Cross-reference sheet

8. Undertaking to provide breakdown of sales and payment of additional fees, if applicable (British Columbia)

9. Underwriters’ certificate re allocation of distribution, if required (Alberta, Saskatchewan, Ontario, Nova Scotia, Newfoundland)

10. Copies of the underwriting or agency agreement and any other material contract requested by staff

11. Undertaking to provide upon the request of the executive director copies of material contracts listed in the prospectus (Alberta)

12. Escrow agreement

13. Filing fees

1. Preliminary short form prospectus

2. Certified resolution(s) of the directors approving the preliminary short form prospectus and financial statements

3. Technical reports and certificates of qualification, etc., if applicable<sup>1

1</sup> Unless a technical report is specifically referred to in a short form prospectus or the applicable Canadian securities regulatory authority believes that unusual circumstances warrant the exercise of discretion to require the filing of a technical report, technical reports and certificates of qualification are not required to be filed in any jurisdiction. For this purpose, a reference to the name of the independent engineer or other qualified person in the filer’s AIF does not constitute a reference to a report prepared by that person in the short form prospectus. Therefore, the issuer is not required to file the report, but must file, with the final short form prospectus, the consent of the person who prepared it.

4. Asset and earnings coverage calculations, if applicable

5. Copy or draft of all “green sheets”, if any (Ontario)

6. Submission to jurisdiction and appointment of agent

7. Copies of all material incorporated by reference in preliminary short form prospectus and not previously filed

8. Filing fees





1. Final short form prospectus

2. Final short form prospectus - black-lined to show changes from the preliminary short form prospectus

3. Certified resolution(s) of directors approving short form prospectus and financial statements

4. Auditors’ consent

5. Auditors’ comfort letter regarding any interim financial statements contained in or incorporated by reference into the final short form prospectus

6. Consents of legal counsel and other experts, if any

7. Undertaking to provide breakdown of sales and payment of additional fees, if applicable (British Columbia)

8. Underwriters’ certificate re allocation of distribution, if required (Alberta, Saskatchewan, Ontario, Nova Scotia, Newfoundland)

9. Copies of the underwriting or agency agreement and any other material contract requested by staff

10. Copies of all material incorporated by reference in the short form prospectus and not previously filed

11. Undertaking to provide upon the request of the executive director copies of material contracts listed in the prospectus (Alberta)

12. Filing fees




1. Amendment

2. Certified resolutions(s) of directors approving amendment and financial statements

3. Auditors’ consent, negative assurance and comfort letters, if applicable

4. Consents of legal counsel and other experts, if applicable

5. Filing fees

1. Initial annual information form

2. Certified resolution(s) of directors approving initial annual information form

3. Eligibility certificate of filer

4. Material incorporated by reference (including, if applicable, the management’s discussion and analysis) and not previously filed with the relevant Canadian securities regulatory authorities

5. Cross reference sheet for filers whose initial AIF is in the form of an annual report on Form 10-K or Form 20-F

6. Undertaking to provide disclosure documents for filers whose initial AIF is in the form of an annual report on Form 10-K or Form 20-F

7. Notice of intention to file preliminary prospectus (Quebec)

8. Personal information regarding directors, officers and promoters

9. Filing fees, if applicable



1. Preliminary simplified prospectus

2. Preliminary simplified prospectus - blacklined

(where new fund is being qualified by a separate prospectus but is to be part of an existing group of funds sold by prospectus, a blacklined version of the simplified prospectus should indicate any changes from the existing simplified prospectus for the group of funds)

3. Preliminary annual information form

4. Preliminary annual information form - blacklined

(where new fund is being qualified by a separate prospectus but is to be part of an existing group of funds sold by prospectus, a blacklined version of the annual information form should indicate any changes from the existing annual information form for the group of funds)

5. Copy or draft of all material contracts

6. Personal information regarding individuals acting as trustees and promoters, and directors and senior officers of the fund, trustee, manager and promoter

7. Certified resolutions of the trustee(s) or directors of the trustee, fund, promoter and manager approving the preliminary simplified prospectus and annual information form, and, if applicable, the financial statements

8. Financial statements, if applicable

9. Auditors’ negative assurance letter regarding unsigned year-end financial statements, if applicable

10. Copy of investment restrictions and practices of the fund

11. Letter or memorandum required by section 1.02 of National Policy Statement No. 39.

12. Cross-reference sheets

- simplified prospectus
- annual information form

13. Filing fees

1. Pro forma simplified prospectus

2. Pro forma simplified prospectus - blacklined and certified in accordance with National Policy Statement No. 30

3. Pro forma annual information form

4. Pro forma annual information form - blacklined and certified in accordance with National Policy Statement No. 30

5. Copy or draft of all material contracts not previously filed

6. Personal information regarding individuals acting as trustees and promoters, and directors and senior officers of the fund, trustee, manager and promoter

7. Compliance report required under section 7.01(4) of National Policy Statement No. 39

8. Letter or memorandum required by section 1.02 of National Policy Statement No. 39.

9. Cross-reference sheets

- simplified prospectus
- annual information form

10. Filing fees

1. Final simplified prospectus

2. Final simplified prospectus - blacklined to show changes from preliminary or pro forma simplified prospectus, as the case may be

3. Final annual information form

4. Final annual information form - blacklined to show changes from preliminary or pro forma annual information form, as the case may be

5. Copy of all material contracts not previously filed

6. Certified resolutions of the individual trustees and the directors of the fund, trustee and manager approving the final simplified prospectus, annual information form and audited annual financial statements

7. Undertaking to deliver permanent information record

8. Audited financial statements if not previously filed

9. Auditors’ consent letter re audited financial statements

10. Auditors’ comfort letter re interim financial statements, if applicable

11. Consent of legal counsel or other experts

12. Cross-reference sheets

- simplified prospectus
- annual information form
- all other filings under NP 36 (Manitoba and Alberta)

13. Certificate re proceeds of distribution in the jurisdiction (B.C., Alberta, Ontario, Quebec)

14. Filing fees

1. Amendment to simplified prospectus

2. Amendment to simplified prospectus - blacklined (where amendment is an amended and restated simplified prospectus)

3. Amendment to annual information form

4. Amendment to annual information form - blacklined (where amendment is an amended and restated annual information form)

5. Certified resolutions of the individual trustees and the directors of the fund, trustee, manager and promoter

6. Auditors’ consent letter, if applicable

7. Auditors’ comfort letter, if applicable

8. Consent of legal counsel and other experts, if applicable

9. Filing fees