NIN 98/61 - Proposed National Instrument 44-103, Companion Policy 44-103CP and Rule 44-803 - Post-Receipt Pricing [NIN - Rescinded]

The Commission, together with other members of the Canadian Securities Administrators (the "CSA"), is publishing for comment proposed National Instrument 44-103 entitled "Post-Receipt Pricing"("NI 44-103") and its proposed Companion Policy 44-103CP (the "Companion Policy"). The Commission is also publishing for comment proposed Commission Rule 44-803 (the "Implementing Rule").

NI 44-103 and the Companion Policy are initiatives of the CSA. NI 44-103 and the Companion Policy would replace National Policy Statement No. 44 entitled "Rules for Shelf Prospectus Offerings and for Pricing Offerings after the Final Prospectus is Receipted" ("NP 44") as it applies to the pricing of offerings after a receipt has been issued for a final prospectus. The Implementing Rule would implement NI 44-103 in British Columbia.

Proposed NI 44-103 is expected to be adopted as a rule in Alberta, British Columbia, Manitoba, Ontario and Nova Scotia, as a Commission regulation in Saskatchewan and as a policy in all other jurisdictions, except Québec, represented by the CSA. The proposed Companion Policy is expected to be implemented as a policy in all jurisdictions, other than Québec, represented by the CSA. In Québec, the Commission des valeurs mobilières du Québec (the "CVMQ") has expressed agreement with the purpose and intent of NI 44-103 but does not propose to adopt NI 44-103 or the Companion Policy because Québec securities legislation provides procedures for post-receipt pricing. Proposed amendments to the Securities Act (Québec) (the "proposed amendments") will give the CVMQ the authority to make rules and, on the coming into force of the proposed amendments, the CVMQ will be conducting a review of Québec securities legislation to determine what changes are advisable in order to implement NI 44-103. If the proposed amendments are not in force at the time of implementation of NI 44-103, the CVMQ will consider all measures available, including a blanket order, in order to enable issuers to efficiently access the post-receipt pricing system in Québec.

Background

NP 44, which came into effect on May 10, 1991, established procedures for the pricing of offerings after a receipt has been issued for the final prospectus ("PREP procedures"). The receipted "base PREP prospectus" may omit certain pricing information ordinarily present in a receipted final prospectus. Once pricing is determined, a "supplemented PREP prospectus" containing all information omitted from the base PREP prospectus is filed and provided to purchasers. The PREP procedures enhance the ability of issuers and selling securityholders to respond to rapidly changing market conditions without impairing the information or rights available to investors.

NP 44 also established a system for offerings of securities under a shelf prospectus. NP 44 provides flexibility and reduces the burdens, costs and time pressures for issuers seeking to raise capital under changing market conditions, while maintaining investor protection.

The CSA have decided to separate post-receipt pricing from the shelf distribution regime under NP 44. Proposed NI 44-103 and its Companion Policy would carry forward the system established under NP 44 relating to post-receipt pricing, and proposed National Instrument 44-102 entitled "Shelf Distributions"and its Companion Policy 44-102CP, which are being published for comment concurrently with proposed NI 44-103, would carry forward the regime established under NP 44 for shelf distributions. Proposed NI 43-102 and 44-103, together with their Companion Policies and Implementing Rules, will replace NP 44 and BOR#91/2.

The CSA have considered Canadian experience with the PREP procedures, discretionary relief provided by CSA members in connection with the PREP procedures, experience with similar procedures in the United States and regulatory and capital market developments in Canada and the United States. The CSA consider that the PREP procedures established by NP 44 have operated efficiently and with minimal difficulties but that NP 44 may be unduly restrictive.

As a result of these considerations, the CSA propose changes to the post-receipt pricing regime, while preserving the substance of the PREP procedures, primarily with a view to making PREP procedures available to a much broader range of issuers and selling securityholders than currently permitted under NP 44.

The CSA also propose changes and clarifications concerning the disclosure required in a base PREP prospectus, and changes that would permit limited variation in the size of an offering disclosed in a base PREP prospectus.

A table of concordance between NP 44 and proposed NI 44-102 and NI 44-103 is provided in the Appendix to this Notice.

Substance and Purpose of NI 44-103 and Companion Policy

NI 44-103 and the Companion Policy would reformulate and replace NP 44 as it relates to post-receipt pricing, maintaining the substance of the PREP procedures while adding clarity, operational efficiency and enhanced access to the PREP procedures.

In British Columbia, the Implementing Rule would implement NI 44-103 in much the same manner as BOR#91/2 that implemented NP 44.

NI 44-103 contains mandatory aspects of the post-receipt pricing regime under NP 44 and the local implementing order or ruling. Aspects of NP 44, relating to post-receipt pricing, that are interpretive in nature or describe the administrative processes of the Canadian securities regulatory authorities are included in the Companion Policy. The Implementing Rule contains exemptions from the requirements of the Securities Act (British Columbia) to implement NI 44-103.

Terms used in the Companion Policy or Implementing Rule that are defined or interpreted in NI 44-103 or a definition instrument in force in the jurisdiction and not otherwise defined in the Companion Policy or Implementing Rule should be read in accordance with NI 44-103 or the definition instrument, unless the context otherwise requires.

Summary of NI 44-103 and Companion Policy

Proposed NI 44-103 sets out the requirements relating to post-receipt pricing. Some of the key aspects of proposed NI 44-103 follow:

• Availability of PREP Procedures. Under NI 44-103, eligibility to use the PREP procedures would be expanded to a much broader range of issuers.

Consistent with discretionary relief granted in the past, but unlike NP 44, the PREP procedures would be available for initial public offerings and for offerings of derivative securities.

NI 44-103 does carry forward from NP 44 the current prohibition on use of the PREP procedures for rights offerings, for which CSA members may wish to review pricing in advance.

• Base PREP Prospectus Disclosure. PREP disclosure requirements have been clarified and somewhat modified.
  
  The base PREP prospectus may omit PREP information such as pricing but must specify the aggregate offering size: the aggregate dollar amount in the case of non-share securities, and either dollar amount or number of shares for share offerings. However, if the proceeds of a PREP share offering are to be applied to a purpose for which a minimum amount is required and there is not already a market for shares of that class, the aggregate dollar value of the offering must be stated in the base PREP prospectus.
  
  Reflecting comparable US procedures, the base PREP prospectus may omit the identity of non-lead underwriters.
• Base PREP Prospectus Receipt.

NI 44-103 would extend the period for the filing of a supplemented PREP prospectus from five business days (as set out in NP 44) to 20 days and provide that, in the absence of that filing, distribution can proceed only if all disclosure contained in the base PREP prospectus is updated by the filing of an amended base PREP prospectus, for which a new 20 day period will apply for the filing of a supplemented PREP prospectus.

The receipt continues to expire 75 days after it is issued unless a supplemented PREP prospectus is filed within that period.

• Supplemented PREP Prospectus. As in NP 44, a supplemented PREP prospectus must be filed in the local jurisdiction by the second business day following the date of the determination of the PREP information omitted from the base PREP prospectus, if distribution proceeds.

A supplemented PREP prospectus must be identical to the corresponding base PREP prospectus except as permitted or required by Part 4 of NI 44-103.

• Adjustment of Offering Size. Unlike NP 44, NI 44-103 would permit an issuer to adjust the aggregate size of a PREP offering upward or downward by up to 20% from the offering size specified in the base PREP prospectus. Disclosure in the supplemented PREP prospectus would be sufficient.

At present, an adjustment in the aggregate size of a PREP offering requires formal amendment of the base PREP prospectus, although relief has been granted in individual cases.

The proposed Companion Policy sets out views of the Canadian securities regulatory authorities on various issues concerning the PREP procedures.

The Implementing Rule provides specific exemptions from requirements of the Securities Act to implement NI 44-103 in British Columbia.

Consequential Changes

National Instrument 13-101 entitled "System for Electronic Document Analysis and Retrieval (SEDAR)" would be amended to substitute references to NI 44-102 for existing references to NP 44.

Comments

Interested parties are invited to make written submissions with respect to proposed NI 44-103, the Companion Policy and the Implementing Rule. Submissions received by January 8, 1999 will be considered.

Submissions should be sent to all of the Canadian securities regulatory authorities listed below in care of the Ontario Securities Commission, in duplicate, as indicated below:

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
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, Government of the Northwest Territories
Registrar of Securities, Government of the Yukon Territory

c/o Daniel P. Iggers, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario M5H 3S8

Submissions should also be addressed to the Commission des valeurs mobilières du Québec as follows:

Claude St Pierre, General Secretary
Commission des valeurs mobilières du Québec
800 Victoria Square
Stock Exchange Tower
P.O. Box 246, 17th Floor
Montréal, Québec H4Z 1G3

A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in certain provinces requires that a summary of the written comments received during the comment period be published, confidentiality of submissions received cannot be maintained.
Questions may be referred to any of

Stephen Murison
Legal Counsel
Alberta Securities Commission
Telephone: (403) 297-4233

Agnes Lau
Deputy Director, Security Analysis
Alberta Securities Commission
Telephone: (403) 422-2191

Brenda Benham
Director, Policy & Legislation
British Columbia Securities Commission
Telephone: (604) 899-6635

Barbara Shourounis
Director
Saskatchewan Securities Commission
Telephone: (306) 787-5842
Susan Wolburgh Jenah
Manager, Market Operations
Ontario Securities Commission
Telephone: (416) 593-8245

Iva Vranic
Legal Counsel, Market Operations
Ontario Securities Commission
Telephone: (416) 593-8115

Rosetta Gagliardi
Policy Advisor
Commission des valeurs mobilières du Québec
Telephone: (514) 873-5326

Bill Slattery
Deputy Director of Corporate Finance & Administration
Nova Scotia Securities Commission
Telephone: (902) 424-7355

DATED at Vancouver, British Columbia, on October 1, 1998.

Douglas M. Hyndman
Chair

This table shows how each provision of National Policy Statement No. 44 has been dealt with in the reformulated instruments. The table identifies some of the modifications made to these provisions during the reformulation. The table does not identify provisions in the National Instruments or Companion Policies that do not appear in National Policy Statement No. 44. Reference to the footnotes in the relevant reformulated instruments should be made for that information.

In this table, "NI44-102" means National Instrument 44-102 (replacing the provisions relating to shelf distributions contained in National Policy Statement No. 44), "NI44-103" means National Instrument 44-103 (replacing the provisions relating to PREP distributions contained in National Policy Statement No. 44), "NI44-101" means National Instrument 44-101 (replacing National Policy Statement No. 47), "Policy 44-102" means the Companion Policy to NI44-102 (44-102CP), "Policy 44-103" means the Companion Policy to NI44-103 (44-103CP), "Policy 44-101" means the Companion Policy to NI44-101 (44-101CP) and "NP44" means National Policy Statement No. 44.

Instrument (NP44)	Treatment	Comment
1. Introduction and Purpose	Omitted	Not necessary
2. General Provisions
2.1Definitions
(a) "AIF"	Omitted	Appears in NI44-101
(b) "Approved Rating"	Omitted	Appears in NI44-101
(c) "Approved Rating Organization"	Omitted	Appears in NI44-101
(d) "at-the-market"	NI44-102 - s.1.1 "at-the-market distribution"	Reference to stock exchange and market maker omitted
(e) "equity securities"	Omitted	Appears in NI44-101
(f) "lapse date"	Omitted	Although term is used in NI44-102, definition not necessary
(g) "Method 1"	NI44-102 - s.1.1 "method 1"	Modified to add description
(h) "Method 2"	NI44-102 - s.1.1 "method 2"	Modified to add description
(i) "MTN Program"	NI44-102 - s.1.1 "MTN program"
(j) "MTN Terms"	Omitted	Not necessary
(k) "non-convertible"	Omitted	Appears in NI44-101
(l) "POP Issuers"	Omitted	Not necessary
(m) "POP System"	Omitted	Appears in NI44-101
(n) "PREP Changes"	Omitted	Not necessary
(o) "PREP Information"	NI44-103 - s.1.1 "PREP information"
(p) "PREP Procedures"	NI44-103 - s.1.1 "PREP procedures"	Modified to refer to a distribution
(q) "Pricing Supplement"	NI44-102 - s.1.1 "pricing supplement"	Reference that pricing supplement "may" be used in MTN offerings omitted
(r) "Recognized Stock Exchange"	Omitted	Not necessary
(s) "Shelf Information"	NI44-102 - s.1.1 "shelf information"
(t) "Shelf Procedures"	NI44-102 - s.1.1 "shelf procedures"	Reference to a "continuous or delayed basis" omitted
(u) "Supplemented PREP Prospectus"	NI44-103 - s.1.1 "supplemented PREP prospectus"	Modified to add description
2.2Election to Use the Shelf Procedures and/or PREP Procedures
2.2(a) 1st sentence	NI44-102 - s.2.1
2.2(a) 2nd sentence	NI44-103 - s.2.1
2.2(a) 3rd sentence	Omitted	Reference to communication of election omitted as base shelf prospectus and base PREP prospectus must be identified as such on cover page
2.2(b)	NI44-102 - s.5.1 NI44-103 - s.2.3	Modified to clarify how issuers can opt into the shelf and PREP procedures. NI44-102 section 5.1 also modified to clarify that an issuer opting out of the shelf procedures may file an amendment or a new preliminary short form prospectus methods for opting out of the shelf procedures
2.3Form of Prospectus and Disclosure Requirements
2.3(a) 1st sentence	NI44-102 - s.5.3 Policy 44-102 - s.1.2(2) Policy 44-103 - s.1.3(1) and (2)	Modified to refer to requirements in NI44-101, Policy 44-101 and securities legislation
2.3(a) 2nd sentence	Policy 44-103 - s.1.3(3)
2.3(a) 3rd sentence	Policy 44-102 - s.1.1 Policy 44-103 - s.1.3
2.3(b)	NI44-102 - s.5.5 paragraph 2 NI44-103 - s.3.2(1) paragraph 2	NI44-103 section 4.6 overrides paragraph 2 of section 3.2(1) for a supplemented PREP prospectus
2.4Incorporation by Reference	Omitted	Redundant in light of NI44-101
2.5Prospectus Amendments
2.5(a)	Policy 44-102 - s. 4.1(1)	Modified for shelf to refer generally to an amendment to a prospectus if a material change occurs; express mention omitted in Policy 44-103
2.5(b)	Policy 44-102 - s.4.1(1)	Modified in shelf to refer generally to an amendment to a prospectus if a material change occurs; express mention omitted in Policy 44-103
2.5(c)	Policy 44-102 - s. 4.1(1) Policy 44-103 - s. 2.1(1)	Modified in shelf to refer generally to an amendment to a prospectus if a material change occurs; modified in PREP to introduce a distinction in how requirement to file an amendment may be satisfied if the size of the distribution is changed by up to 20 percent
2.5(d)	Omitted	Redundant
2.5(e)	Omitted	Redundant
2.6Civil Liability
2.6(a)	Omitted	Redundant
2.6(b)	Policy 44-102 - s.2.1(1)
2.6(c)	Policy 44-102 - s.2.1(2)
2.7Other Regulatory Matters
2.7(a)	Policy 44-102 - s.1.1 Policy 44-103 - s.1.3(1) and (2)
2.7(b) 1st sentence	Omitted	Redundant
2.7(b) 2nd sentence (1)	NI44-102 - s.5.6 paragraph 5 Policy 44-102 - s.3.7
2.7(b) 2nd sentence (2)	NI44-103 - s.3.3 paragraph 10 Policy 44-103 - s.3.1
2.7(c) 1st sentence	Omitted	Redundant
2.7(c) 2nd sentence (1)	NI44-102 - s. 5.6 paragraph 6 Policy 44-102 - s.3.8
2.7(c) 2nd sentence (2)	NI44-103 - s.3.3 paragraph 11 Policy 44-103 - s.3.2
3. Shelf Procedures
3.1Eligibility Criteria
3.1(a)(1)	NI44-102 - s.2.1 to 2.7 Policy 44-102 - s.3.1	Modified to reflect NI44-101
3.1(a)(2)	Omitted	Redundant in light of the exemption provision in NI44-102 section 11.1
3.1(b)	NI44-102 - paragraph (b) of s.2.2(3), 2.3(3), 2.4(3), 2.5(3), 2.6(3) and 2.7(3)	Prohibition on distribution has been reformulated as a mechanism causing a receipt to expire
1st footnote to 3.1(b)	NI44-102 - paragraph (b) of s.2.4(3)	Not necessary
3.2Types of Permissible Shelf Offerings
3.2(a)	Omitted	NI44-102 permits use of an unallocated shelf; replaced by NI44-102 section 3.1
3.2(b)	NI44-102 - s.2.8
Footnote to 3.2(b)	Omitted	Not necessary
3.2(c)	Omitted	NI44-102 permits shelf distributions of derivatives or asset-backed securities subject to limitation for "novel" products contained in Part 4 of NI44-102
Footnote to 3.2(c)	Omitted	Not necessary
3.2(d)	NI44-102 - s.5.4	Modified to commence time period running at the date of receipt for the base prospectus instead of the date of filing
3.2(e)	NI44-102 - Part 9	Modified to refer to any non-fixed price distribution allowed under NI44-101
3.2(f)	Omitted	Redundant
3.3Disclosure in Shelf Offering Prospectuses
3.3(a) 1st sentence	NI44-102 - s.5.3 and s.5.5 paragraph 5	Paragraph 5 of section 5.5 of NI44-102 modified to refer to the "aggregate dollar amount of securities"
3.3(a) 2nd sentence	Omitted	Redundant
3.3(b)	Omitted	Redundant
3.3(c)(1)	NI44-102 - s.5.6 paragraphs 1 and 2 Policy 44-102 - s.3.5(1)	Modified to refer to the "dollar amount"
3.3(c)(2)	NI44-102 - s.5.6 paragraph 3 Policy 44-102 - s.3.5(2)
3.3(c)(3)	NI44-102 - s.5.6 paragraph 4	Reference to conflicts of interest omitted in light of NI44-102 section 6.5
3.3(c)(4)	NI44-102 - s.5.6 paragraphs 7 and 8 Policy 44-102 - s.3.5(3)
Last sentence of 3.3(c)	Omitted	Redundant in light of definition of "shelf information" in section 1.1 of NI44-102
3.3(d)	NI44-102 - s.5.5 paragraph 3
3.4Supplement Procedure
3.4(a)(1)	NI44-102 - s.6.3(2)
3.4(a)(2)	NI44-102 - s.6.3(1) paragraph 3
3.4(a)(3)	Omitted	Not necessary in light of omission of ratio disclosure requirement in section 3.6 of NP44
3.4(a)(4)	Omitted	Not necessary in light of omission of section 3.7 of NP44
3.4(a)(5)	Omitted	Not necessary in light of omission of section 3.10 of NP44
3.4(a)(6)	Omitted	Not necessary in light of omission of section 3.11(b) of NP44
3.4(a)(7)	NI44-102 - s.6.3(1) paragraph 4	Requirement to describe each document omitted
Last part of 1st sentence of 3.4(a)	NI44-102 - s.6.4(a)	Modified to require more prompt filing which is feasible under SEDAR
3.4(a) 2nd sentence	NI44-102 - s.6.4(a)	Modified to reflect feasibility of concurrent filings under SEDAR
3.4(a) 3rd sentence	NI44-102 - s.6.3(1) paragraphs 1 and 2
3.4(a) 4th sentence	Omitted	Not necessary
3.4(b)(1)	NI44-102 - s.8.1(a)
3.4(b)(2)	Omitted	Redundant
3.4(b)(3)	Omitted	Not necessary in light of omission of much of section 3.6 of NP44
3.4(b)(4)	Omitted	Not necessary in light of omission of section 3.7 of NP44
3.4(b)(5)	Policy 44-102 - s.2.2
3.4(b)(6)	Omitted	Redundant
Sentence after 3.4(b)(6)	NI44-102 - s.6.4(b); partly omitted
3.4(b)(7)	NI44-102 - s.6.4(b); partly omitted	Omissions made in light of omission of section 3.4(b)(3) and (4)
3.4(b)(8)	Omitted
3.4(b)(9)	Omitted	Not necessary in light of omission of section 3.4(b)(6) of NP44
Last sentence of 3.4(b)	NI44-102 - s.8.3(a)
3.4(c) 1st sentence	NI44-102 - s.5.5 paragraph 4 and s.6.2	Modified to require statement in base shelf prospectus regarding incorporation of shelf supplements
3.4(c) 2nd sentence	Omitted	Not necessary
3.4(c) 3rd sentence	NI44-102 - s.5.5 paragraph 4 and s.6.2	Modified to require statement in base shelf prospectus regarding incorporation of shelf supplements
3.4(d) 1st sentence	Policy 44-102 - s.3.6(3)
3.4(d) 2nd sentence	NI44-102 - s.6.7
3.4(e)	Omitted
3.4(f) 1st sentence	NI44-102 - s.8.1(a)
3.4(f) 2nd sentence	Omitted
3.4(f)(1)	NI44-102 - s.8.2(1) paragraph 2	References to "options", "MTN Terms" and examples omitted
Footnote to 3.4(f)(1)	NI44-101 - s.8.2(1) paragraph 3
3.4(f)(2)	NI44-102 - s.8.2(1) paragraph 1
3.4(f)(3)	Omitted	Redundant
3.4(f)(4)	NI44-102 - s.8.2(2) paragraph 1	Reference to "MTN Terms" omitted
3.4(f)(5)	NI44-102 - s.8.2(2) paragraph 2	Reference to describing document omitted; exception omitted
Sentence after 3.4(f)(5)	Omitted
3.4(f)(6)	Omitted
3.4(f)(7)	NI44-102 - s.6.3(1) paragraph 3(a)
3.4(f)(8)	NI44-102 - s.6.3(1) paragraph 3(a)
3.4(f)(9)	Omitted	Redundant
3.4(g)	Policy 44-102 - s.2.2
3.4(h)	Policy 44-102 - s.3.6(1)
3.5Non-fixed Price Offerings
3.5(a)	Omitted	NI44-102 contains no specific cover page disclosure requirements for non-fixed price offerings
3.5(b)(1)	NI44-102 - s.9.2(1)	Timing of calculation modified
3.5(b)(2)	Omitted	Not necessary
3.5(b)(3)	Omitted	Not necessary in light of omission of paragraph 3.5(b)(2) of NP44
3.5(b)(4)	NI44-102 - s.9.2(3)
3.6Disclosure of Asset and Earnings Coverage Ratios
3.6(a)	Omitted
3.6(b) 1st sentence	Omitted	Not necessary in light of omission of paragraph 3.6(a) of NP44
3.6(b) 2nd sentence	NI44-102 - s.8.4(1)	Split into paragraphs (a) and (b) for greater clarity; timing for calculation modified; reference to updating asset coverage ratios omitted
3.6(b) 3rd sentence	NI44-102 - s.8.4(2)
3.6(b) 4th sentence	Omitted	Redundant in light of shelf prospectus supplement requirements contained in Part 6 of NI44-102
3.7Disclosure of Dilution	Omitted
3.8Amendments
3.8(a) Changes in the Plan of Distribution	Omitted
3.8(b) Other Amendments
3.8(b)(1)	NI44-102 - s.5.8(1) Policy 44-102 - s.4.1(2)
Footnote to 3.8(b)(1)	NI44-102 - s.5.8(1) Policy 44-102 - s.4.1(2)
3.8(b)(2)	NI44-102 - s.5.8(2) Policy 44-102 - s.4.1(3)
3.8(b)(3)	Omitted
3.9Prospectus Certificates
3.9 - 1st sentence	NI44-102 section 5.5 paragraph 8 and subsection 6.3(1) paragraph 3
3.9 - 2nd sentence	Policy 44-102 - s.5.1(1)	Applies unless a particular method is prescribed
3.9 - 3rd sentence	NI44-102 - Appendix A Policy 44-102 - s.5.1(1)	Modified to add reference to "credit supporter" and to tie promoter to issuer's method
3.9 - 4th sentence	NI44-102 - Appendix A Policy 44-102 - s.5.1(2)	Reference to "allows" replaced by "requires"
3.9 - 5th sentence	Omitted	Redundant
3.9 - 6th sentence	NI44-102 - Appendix B Policy 44-102 - s.5.1(2)
3.9 - 7th sentence	Policy 44-102 - s.5.1(1)
3.9 - 8th sentence	Omitted	Not necessary
3.10Acquisitions	Omitted
3.11Filing Packages and Commercial Copies
3.11 1st sentence	NI44-102 - s.7.1
3.11(a) Directors' Resolutions	Omitted	Redundant in light of NI44-101
3.11(b) Natural Resource Issuers	Omitted	Redundant in light of NI44-101
3.11(c)(1) Consent Letters	Omitted	Redundant in light of NI44-101
3.11(c)(2)	NI44-102 - s.7.2	Modified for greater precision
3.11(c)(3)	Omitted	Redundant
3.11(d) Comfort Letters
3.11(d) 1st sentence	Omitted	Redundant in light of NI44-101
3.11(d)(1)	Omitted	Redundant in light of NI44-101
3.11(d)(2)	Omitted	Redundant in light of NI44-101
3.11(d)(3)	NI44-102 - s.7.3	Modified for greater precision
3.11(e) Material Contracts	NI44-102 - s.7.4(2)	Reference to "agency agreement or other material contract" omitted
3.11(f) Certificate Regarding the Portion of a Distribution Underwritten by Each Underwriter	Omitted	Redundant in light of NI44-101
3.11(g) Commercial Copies	Omitted	Redundant in light of NI44-101
3.11(h) Green Sheets	Omitted	Not necessary
3.12Other Matters
3.12(a) Refiling of Shelf Prospectuses	Omitted	Issuers expected to obtain relief from the lapse date as necessary
3.12(b) Underwriters' Conflicts of Interest	NI44-102 - s.6.5	Modified for greater precision
3.12(c) Transition Rules for Existing MTN Programs	Omitted	Not necessary
3.13Shelf Fees	Omitted
4. PREP Procedures
4.1Eligibility for the PREP Procedures	NI44-103 - s.2.1
4.2Types of Permissible PREP Offerings
4.2(a)	Omitted
4.2(b)	Omitted
4.2(c)	NI44-103 - s.2.2
4.2(d)	Omitted	Restriction on using PREP procedures for distributions of derivatives omitted
4.3PREP Prospectus Disclosure
4.3(a)(1)	NI44-103 - s.3.3 paragraph 1
4.3(a)(2)	NI44-103 - s.3.3 paragraph 5
4.3(a)(3)	NI44-103 - s.3.3 paragraph 2
4.3(a)(4)	NI44-103 - s.3.3 paragraph 3	Modified to refer to net proceeds of the distribution
4.3(a)(5)	NI44-103 - s.3.3 paragraph 7
4.3(a)(6)	NI44-103 - s.3.3 paragraph 6
4.3(a)(7)	Omitted	Redundant in light of clause 4.3(a)(5) of NP44
4.3(a)(8)	NI44-103 - s.3.3 paragraph 9
4.3(a)(9)	NI44-103 - s.3.3 paragraph 12	Modified for greater clarity
4.3(b) 1st sentence	NI44-103 - s.4.8
4.3(b) 2nd sentence	NI44-103 - s.4.3
4.3(b)(1)	NI44-103 - s.4.5(2) paragraph 1
4.3(b)(2)	NI44-103 - s.4.5(2) paragraph 2	References to asset coverage ratios and dilution omitted
4.3(b)(3)	NI44-103 - s.4.5(1)
4.3(b)(4)	NI44-103 - s.4.6
4.3(b)(5)	NI44-103 - s.4.5(2) paragraph 3
4.3(b)(6)	NI44-103 - s.4.5(2) paragraph 4
4.3(b)(7)	NI44-103 - s.4.5(2) paragraph 6
4.3(b)(8)	Omitted
4.3(b) last sentence	Omitted
4.3(c) 1st sentence	NI44-103 - s.4.2
4.3(c) 2nd sentence	NI44-103 - s.3.2(1) paragraph 3
4.3(c) 3rd sentence	Policy 44-103 - s.3.4
4.3(d) 1st sentence	Omitted
4.3(d) 2nd sentence	NI44-103 - s.3.5(2)	Modified for greater clarity
4.3(d) balance	NI44-103 - s.3.5(2)
4.3(e)	NI44-103 - s.3.5(2)
4.3(f)	NI44-103 - s.3.5(1)
4.3(g) 1st sentence	NI44-103 - s.3.2(1) paragraph 6	References to asset coverage ratios and dilution have been omitted
4.3(g) 2nd sentence	NI44-103 - s.3.2(1) paragraph 6	References to asset coverage ratios and dilution have been omitted
4.3(g) 3rd sentence	Omitted	Inconsistent with NI44-103 subsection 4.5(2) paragraph 2
4.3(h)	Policy 44-103 - s.2.1(2)
4.3(i)	NI44-103 - s.3.2(1) paragraph 7
4.3(j)	NI44-103 - s.3.2(1) paragraph 8
4.3(k)	NI44-103 - s.3.6 regarding base PREP prospectus; s.4.7 regarding supplemented PREP prospectus
4.3(l)	Omitted
4.4Filing Packages and Commercial Copies
4.4 1st and 2nd sentences	Omitted
4.4(a) Directors' Resolutions	Omitted	Redundant in light of NI44-101 and Ontario Rule 41-501
4.4(b) Consent Letters	Omitted	Redundant in light of NI44-101 and Ontario Rule 41-501
4.4(c) Comfort Letters	Omitted	Redundant in light of NI44-101 and Ontario Rule 41-501
4.4(d) Material Contracts	NI44-103 - s.4.10	Reference to agency agreements omitted
4.4(e) Commercial Copies	Omitted	Redundant in light of NI44-101 and Ontario Rule 41-501
4.5Delivery Obligations
4.5 1st sentence	NI44-103 - s.4.9
4.5 2nd sentence	Policy 44-103 - s.3.3
4.6Where PREP Offering is Part of a Larger Shelf Offering	Omitted
4.7PREP Fees	Omitted
Appendix A - Recognized Stock Exchanges	Omitted
Appendix B - Forms of Prospectus Certificates	NI44-102 - Appendix A: Method 1 and Method 2
Appendix C - Shelf Procedures Filing Fees	Omitted
Appendix D - PREP Procedures Filing Fees	Omitted