NIN 95/41 - Rules & Table of Concordance [NIN - Rescinded]

The Rules will be brought into force, effective January 1, 1996, by B.C. Reg. 479/95. A copy of B.C. Reg. 479/95, the Rules and explanatory notes are attached to this Notice. A table of concordance is also attached to assist readers to reconcile the existing Regulation and Registration Transfer Regulation to the new Regulation, Rules and Registration Transfer Rules.

The Rules implement significant changes related to the coming into force of one remaining section of the Securities Amendment Act, 1989, large portions of the Securities Amendment Act, 1990, a few remaining sections of the Securities Amendment Act, 1992 and virtually all of the Securities Amendment Act (No. 2), 1995. As a result of the rule-making provisions in the Securities Amendment Act (No. 2), 1995, the majority of the substantive provisions in the existing Regulation will be moved to the Rules.

The amendments to the existing Regulation include:

• incorporating the regulation of trading in exchange contracts (presently regulated under the Commodity Contract Act) 
•  updating the financial reporting requirements 
•  clarifying and tightening a number of exemptions 
•  a large number of technical amendments

Comments received

The Commission first published proposed amendments to the Regulation for comment in a Special Supplement to the Weekly Summary on October 7, 1994. The Commission received over 60 comments on the proposed amendments.

Amendments that were proposed but are not being proceeded with

In light of comments received and further analysis, a number of the proposed amendments are not included in the Rules.

Increasing the specified amount for private placement exemption

The Commission had proposed increasing the prescribed amount from $97,000 to $150,000 for offerings under sections 31(2)(5) and 55(2)(4) of the Act. This amendment would have brought British Columbia in line with Ontario and Quebec and would have attempted to address concerns raised in the Ombudsman's 1991 report on "The Sale of Promissory Notes in British Columbia by the Principal Group Ltd." about the use of these exemptions to sell risky securities to unsophisticated individuals.

Because most other Canadian jurisdictions, including Alberta, exempt private placement transactions with a minimum purchase price of $97,000, because British Columbia's market is closer and more similar to Alberta's than to Ontario's or Quebec's and because it is unlikely that increasing the threshold would provide any meaningful increase in investor protection, the prescribed amounts for offerings under sections 31(2)(5) and 55(2)(4) of the Act remain unchanged at $97,000 (sections 90 and 129). In order to address concerns raised by the Ombudsman and to ensure that individual purchasers are aware of their limited rights, individual purchasers of offerings made under sections 31(2)(5) and 55(2)(4) of the Act must sign an acknowledgement (new Form 20A) that they have more limited rights of recourse than if they had bought securities under a prospectus (sections 91 and 130). The Commission will provide relief to allow issuers across Canada time to adjust to this new requirement (see Transition below).

Repeal of friends and relatives exemption

Sections 76(f) and 117(i) of the Regulation currently provide an exemption from the registration and prospectus requirements of the Act for trades in securities to friends and relatives of directors and officers of exchange issuers. This exemption is unique to the British Columbia capital markets. The Commission had originally proposed repealing this exemption to address concerns that some issuers use the exemption to favour certain purchasers to the detriment of other security holders.

Because of the impact on junior issuers financing ongoing operations and on market competitiveness and given that concerns about use of the exemption can be dealt with in other ways, the "friends and relatives exemption" is being retained (sections 89(g) and 128(h)), although it will be a condition of the exemption that the purchaser sign an acknowledgement in Form 20A . The Commission is also revising, and will publish prior to January 1, 1996, Interim Local Policy Statement 3-24 - Statutory and Discretionary Exemptions, which will indicate the Commission's views on the use of this and other exemptions.

Trading restrictions for insiders and persons engaged in investor relations activities

The Government announced as part of its response to the Matkin Report that, subject to further consultation, the Regulation would be amended to impose new restrictions on trades made by a person engaging in investor relations activities or by an insider who knew that the person was engaging in investor relations activities.

Because the proposed section would have seriously affected normal trading activity that causes no regulatory concerns and would have had a significant unintended impact on major national issuers, and because problematic activities frequently involve breaches of other sections of the legislation, such as section 20 of the Act (requirement to register if acting as an adviser) and section 35 (which now applies to investor relations activities), section 134.2 of the proposed Regulation published in October 1994 is not being proceeded with. The Commission intends to publish further Interpretation Notes concerning advising and investor relations activities.

New unsolicited trade registration exemption

The Commission had proposed adding a new exemption from registration for trades made by a person placing an unsolicited order with a dealer outside British Columbia.

The section was perceived by commenters to be confusing and did not address how a foreign dealer would thereafter provide service to the originally unsolicited client in British Columbia. As a result, section 76(h) of the proposed Regulation published in October 1994 is not being proceeded with. The Commission will be continuing its review, in conjunction with the North American Securities Administrators Association, of ways to deal effectively with cross-border trading activity.

Notice by control person when pledging securities

The Commission had proposed requiring that a notice be filed whenever a control person pledges securities for the purpose of giving collateral for debt.

This proposal raised a number of concerns. Because this additional filing requirement would have a significant adverse impact on a large number of control persons who pledge securities for legitimate reasons, including control persons of many major national issuers, and would be unique to British Columbia, section 130(1) of the proposed Regulation published in October 1994 is not being proceeded with.

Proposed amendments being proceeded with despite negative comment

Certain amendments are being proceeded with despite negative comment.

Separate registration for underwriters

The Government had proposed, as part of its response to the Matkin Report, that separate registration for underwriters be required and be carried out by the self regulatory organizations under the oversight of the Commission. Underwriters objected to British Columbia, unlike other Canadian jurisdictions, requiring separate registration for underwriters. They also objected to the proposed requirement to establish and apply written prudent business procedures and other safeguards for underwriting securities.

The deemed registration of brokers, investment dealers and securities dealers as underwriters in existing section 13.1 of the Regulation is not being continued in the Rules. Underwriters will now be required to be members of a self-regulatory organization in Canada (section 7). Appropriate qualifications for underwriters are being developed and will be included in Local Policy Statement #3-22, which the Commission will publish prior to January 1, 1996. Underwriters will be required to establish and apply written prudent business procedures and other safeguards for underwriting securities (section 45). However, an underwriter will be exempt from that requirement if it complies with procedures and safeguards established by the self regulatory organizations and not objected to by the Commission (section 46 of the Rules). The Commission will be providing transitional relief to allow time for brokers and investment dealers that are currently deemed to be registered as underwriters to obtain separate registration as underwriters and to develop written procedures (see Transition below).

Clarification of "know your client and suitability" obligations

The Commission had proposed that where a registrant considers that a proposed purchase or sale is not suitable for a client, the registrant must take reasonable steps to advise the client before executing the trade.

The proposal generated many comments, particularly from the discount brokerage community, who felt that the enhanced "know your client and suitability" obligations did not reflect their business practices. The amendment is, however, a logical and reasonable extension of the duties of registrants to their clients under the existing system, which does not expressly recognize reduced duties for discount brokers, and is reflected in section 48(2) of the Rules. The Commission, along with other Canadian jurisdictions, is considering whether alternative rules should be developed for discount brokers generally.

Removal of exemption for sales of a control person's securities without notice

The Government announced, as part of its response to the Matkin Report, that the exemption in section 117(e) of the Regulation for sales by a control person of securities of an exchange issuer, without notice, would be repealed.

The proposed repeal of this exemption generated many comments, virtually all negative. The comments focused on the use of the exemption for market making.

The Rules do not contain an exemption for control persons of exchange issuers similar to section 117(e) of the Regulation. To alleviate some of the concerns with repealing the exemption, the Commission indicated that it would consider an alternative exemption that would address the concerns about the abuses of the exemption and provide a more acceptable mechanism for market making. The Vancouver Stock Exchange recently made a specific proposal for such an exemption. The Commission intends to provide blanket relief, on a trial basis, from the prospectus requirements of the Act for control persons of exchange issuers, provided that the control person:

· trades a limited number of securities (to be specified) in each calendar quarter
· trades through a single disclosed market making account, established in accordance with the provisions of VSE Rule C.4.00 and operated in compliance with VSE Listings Policy 8
· makes appropriate arrangements to ensure compliance with the insider trading provisions of the legislation

Hold periods on exemptions used by exchange issuers

The Commission proposed imposing a one year hold period on securities issued by exchange issuers under a number of exemptions (securities for mining property, securities for debt, securities to registrants, securities as bonus or finder's fee).

This proposal generated many comments, virtually all negative. Because other Canadian jurisdictions have hold periods under equivalent exemptions, past abuse of these exemptions, and inequities between purchasers of securities under different exemptions, the Rules contain hold periods for securities of exchange issuers issued under these four exemptions. The Commission will be providing transitional relief for transactions that are in progress (see Transition below).

Proposed Amendments that are Being Modified

In light of comments received and further analysis, the Rules contain a number of modifications to the proposals that the Commission had published for comment in October 1994.

New definition of sophisticated purchaser and new prospectus exemption

The Commission had proposed imposing a minimum level of net worth or income as part of the definition of sophisticated purchaser. The proposed definition of sophisticated purchaser had excluded corporations, partnerships and trusts.

This proposal generated a reasonable degree of support for the principle of the bright line test. Many commenters, however, disagreed with the specific thresholds proposed and sought the inclusion of corporations, partnerships and trusts. In addition, many commenters felt that a bright line test would have a major impact on small companies seeking to raise capital and pointed out that most problems had arisen from sales by unregistered or inappropriately qualified people.

The Rules include modified net worth and net income thresholds as part of the definition of "sophisticated purchaser" and include as sophisticated purchasers certain corporations, partnerships and trusts (section 1). The Rules also contain a new prospectus only exemption for purchases of securities worth at least $25,000 made through a registered dealer qualified to trade or advise in the securities being offered (section 128(c)). The revised Form 20A will apply to this exemption. The Commission will be providing transitional relief for transactions that are in progress (see Transition below).

Financial reporting by foreign issuers

The Commission had proposed requiring the superintendent's consent for a foreign issuer (other than a U.S. issuer) to prepare financial statements in accordance with foreign generally accepted accounting principles ("GAAP") or generally accepted auditing standards ("GAAS"). The Commission had also proposed requiring foreign issuers to reconcile, to Canadian GAAP or GAAS, the GAAP or GAAS of their home jurisdiction for all financial statements. The requirements relating to consent to use of foreign GAAP and relating to reconciliation of foreign GAAP currently only apply to financial statements included in a prospectus.

The Rules include the requirement for consent of the Executive Director for a foreign issuer (other than a U.S. issuer) to use foreign GAAP or GAAS in all financial statements (section 2(4)). The Rules also include the requirement for all foreign issuers to include GAAP reconciliation (section 2(5)) and GAAS reconciliation (section 2(6)).

The Rules also include provisions relating to public accountant's reports. Therefore, the Rules require reconciliation by foreign issuers of any significant differences between the procedures used in preparing a public accountant's report and those procedures required to prepare a review engagement report (section 2(7)). All of these requirements apply to all financial statements required to be filed, including continuous disclosure filings as well as prospectus filings. The Commission will be providing transitional relief for these new requirements.

Restrictions on use of terms "securities adviser" or "investment adviser"

The Commission had proposed prohibiting registrants from calling themselves advisers unless they were properly registered as advisers. Commenters expressed concerns about the scope of the prohibition and its effect on certain industry initiatives.

The Rules preclude the inappropriate use of "portfolio manager", "investment counsel", "securities adviser", "investment adviser" or related terms by any person, and establish a specific new category of registration called "investment adviser". This new category is available only to salespersons of SRO dealers who meet approved qualification requirements (section 11).

Increase in capital requirements for dealers and advisers that do not hold client funds or securities

The Commission had proposed a significant increase in the capital requirements for mutual fund dealers (from $25,000 to $75,000), for securities dealers (from $50,000 to $100,000), for exchange contract dealers (from $75,000 to $100,000) and for portfolio managers and investment counsel (from $5,000 to $25,000). Many registrants that do not hold client funds or securities (e.g., investment counsel, some mutual fund dealers and exchange contract dealers) commented that the increase in capital was not justified and did not reflect levels of risk run by different types of dealers and advisers.

The Rules include the increased capital requirements (sections 19(2) and (3) and 20(1)). However, because of the lower level of risks where dealers do not hold client assets, the Rules provide lower capital levels for those registrants that do not hold client funds or securities and are recognized by the Executive Director (sections 19(4) and (5) and 20(1)). To provide further client protection, the Rules prohibit these registrants from holding client funds or securities (section 24). The Regulation makes a breach of this prohibition an offence (section 13 of the Regulation). The Commission will be providing transitional relief to allow dealers and advisers that do hold client assets to acquire additional capital and to allow those that do not hold client assets time to seek recognition by the Executive Director (see Transition below).

Referral fees and commission splitting

The Regulation does not currently have any provisions dealing with referral fees and commission splitting. The Commission had proposed prohibiting a dealer from paying any revenues to a person other than another dealer.

Commenters noted that the proposal did not recognize business reality in that it would prohibit a number of benign practices, such as payments of legitimate referral fees and payments to a foreign firm to put a trade through a foreign exchange.

In light of the concerns expressed, the Rules require registrants to disclose referral fees and commission splitting to the client but do not prohibit these payments (section 53).

Residency requirements for registrants

The Commission had proposed codifying existing administrative practice by requiring individual applicants and certain officers and directors of corporate applicants to be resident in British Columbia.

Since the proposals were published, the Canadian Securities Administrators have had several discussions about residency requirements. Other jurisdictions are generally relaxing these requirements in circumstances where alternative arrangements can be made to protect client interests and provide adequate supervision. While the Commission has no immediate plans to change its general administrative practices, in order to retain flexibility to adopt alternative arrangements concurrently with other Canadian jurisdictions, the Rules do not include residency requirements for applicants for registration.

Advance notice for sales by control persons under any exemption

The Commission had proposed requiring control persons to give prior notice of all trades.

Commenters expressed concerns about this provision and argued that, under certain exemptions, the control person does not control the timing of the trade (for example, where the issuer was redeeming all securities that had been issued, including those held by a control person) or there is already notice to the market place (for example, an amalgamation of two companies where an information document is required).

The Rules require advance notice by a control person for specified exemptions where the control person controls the timing of the trade and there is no other notice to the market (section 136). However, control persons will be required to file insider reports within three days after the use of any exemption (section 137), subject to relief being provided in the context of market making by control persons (discussed above). The Commission will provide transitional relief to allow control persons time to develop systems to ensure compliance with the new filing requirements (see Transition below).

Amendments to the proposed hold period for securities issued for mining properties

The Commission had proposed imposing a one year hold period from the date of issue of securities by exchange issuers under section 55(2)(18) of the Act.

Many commenters expressed concerns about this change. A common concern related to a Vancouver Stock Exchange requirement that securities for mining properties be issued in blocks as exploration progresses. The Rules include a 12 month hold period for all distributions under section 55(2)(18). However, for issuers listed solely on the Vancouver Stock Exchange, the hold period will run from the later of the date the Vancouver Stock Exchange approves the acquisition of the property and the date the property is transferred to the issuer (section 142(2)(c)). As indicated above, the Commission will be providing transitional relief (see Transition below).

Specification of required forms

The Superintendent is specifying Form 1A required under section 10(2) of the Regulation and Forms 20A (IP and NIP) required under section 135 of the Rules, and if applicable by an order under section 59 of the Act, in NIN#95/44. Other forms referred to in the Rules are being prepared and will be published prior to January 1, 1996.

Transition

The Commission contemplates providing transitional relief in the following areas:

Part 1

• requirement for executive director's consent to prepare financial statements not in accordance with Canadian or United States GAAP and GAAS (section 2(4)) will apply to continuous disclosure documents where the period end for the financial statements is on or after April 1, 1996
• GAAP reconciliation for all foreign issuers (section 2(5)) will apply to continuous disclosure documents where the period end for the financial statements is on or after April 1, 1996
• GAAS reconciliation for all foreign issuers (section 2(6)) will apply to continuous disclosure documents where the period end for the financial statements is on or after April 1, 1996
• GAAS reconciliation for all foreign issuers (section 2(6)) will apply to financial statements contained in a preliminary prospectus where a receipt for the preliminary prospectus is obtained, or in a take over bid circular that is filed, on or after July 1, 1996
• reconciliation by all foreign issuers of any significant differences between the procedures used in preparing a public accountant's report and those procedures required to prepare a review engagement report (section 2(7)) will apply to continuous disclosure documents where the period end for the financial statements is on or after April 1, 1996
• reconciliation by all foreign issuers of any significant differences between the procedures used in preparing a public accountant's report and those procedures required to prepare a review engagement report (section 2(7)) will apply to financial statements contained in a preliminary prospectus where a receipt for the preliminary prospectus is obtained, or in a take over bid circular that is filed, on or after July 1, 1996
• changes to formatting of financial statements (section 3(10), (11) and (13)) will apply to continuous disclosure documents where the period end for the financial statements is on or after April 1, 1996
• audit committee review (section 3(12)) will apply to financial statements where the period end is on or after January 1, 1996

Part 4

• requirement to register separately as an underwriter (repeal of section 13.1 of the existing Regulation) and underwriter's written business procedures (section 45) will apply to registrants on or after the later of April 1, 1996 or the registrant's next renewal date
• increase in capital requirements (sections 19 and 20) will come into effect on April 1, 1996
• increase in bonding requirements (section 21) will come into effect on April 1, 1996
• requirement for exchange contract dealers to become members of the contingency fund (section 23) will come into effect on April 1, 1996
• requirement to advise client of additional information that must be made available to clients on request (section 50(3)) will come into effect on July 1, 1996
• branch managers' education requirements (section 60) will come into effect on October 1, 1996

Part 8

• new definition of "sophisticated purchaser" (section 1) will apply to transactions where a signed agreement has been entered into on or after January 1, 1995, the initial filing for approval, if required, has been made to the relevant exchange on or after February 1, 1996, or the securities are distributed on or after July 1, 1996
• new hold periods for securities issued by exchange issuers under section 55(2)(18) and (24) of the Act and sections 128(e) and (f) (section 142) will apply to transactions where a signed agreement has been entered into on or after January 1, 1995, the initial filing for approval has been made to the Exchange on or after February 1, 1996, or the securities are distributed on or after July 1, 1996
• requirement to obtain a Form 20A from individual purchasers under section 55(2)(4) of the Act (sections 91, 130 and 135) will apply where a subscription agreement has been signed on or after April 1, 1996
• issuers may use either the old or new versions of Form 20A (section 135) until April 1, 1996
• issuers will not be in default of the new requirement to retain Form 20A (section 135) if they inadvertently file Form 20A before April 1, 1996 
•  expanded requirement for control persons to file Form 23 (section 136) will apply to trades made on or after April 1, 1996, with the exception of trades made pursuant to section 128(d) (existing sections 117(c) and (d)) 
• accelerated insider report requirements for control persons (section 137) will apply to trades made on or after April 1, 1996 with the exception of trades made pursuant to section 128(d) (existing sections 117(c) and (d))
• the Vancouver Stock Exchange seed share resale matrix and the 12 month seasoning will apply to seed shareholders of issuers that obtain a preliminary receipt for a prospectus on or after January 1, 1995

Part 10

• quarterly reports must be delivered to security holders (section 149) where the period end for the financial statements is on or after January 1, 1996 (BOR#89/2 will be reissued to include relief so that issuers need only deliver quarterly reports to those security holders who are on the supplemental mailing list)

The Commission will issue a Blanket Order sometime before January 1, 1996 to provide the contemplated transitional relief.

DATED at Vancouver, British Columbia on November 23, 1995.

Douglas M. Hyndman
Chair

REF: NIN#94/13 NIN#95/42
NIN#95/38 NIN#95/44
NIN#95/39

Attachments

Old Instrument	Section	Subsection	New Instrument	Section	Subsection
BC Reg 270/86	1	all except "spouse"	Rule	1
BC Reg 270/86	1	"Act" only	Regulation	1
BC Reg 270/86	1	"spouse"	Securities Act	1	"spouse"
BC Reg 270/86	2		Rule	1	"finance issuer"
BC Reg 270/86	3		Rule	2
BC Reg 270/86	4	except (6)	Rule	3
BC Reg 270/86	4	(6)	repealed
BC Reg 270/86	5		Rule	4
BC Reg 270/86	6		Regulation	2
BC Reg 270/86	7		Regulation	3
BC Reg 270/86	8		Regulation	4
BC Reg 270/86	9		Regulation	5
BC Reg 270/86	10		Regulation	6
BC Reg 270/86	11	"client's trust account"	Rule	43	"trust account for clients"
BC Reg 270/86	11	"free credit balance"	Rule	57	(1)
BC Reg 270/86	11	definitions of courses and exams	LPS#3-22
BC Reg 270/86	11	"capital"	repealed
BC Reg 270/86	11	"market value"	Rule	1
BC Reg 270/86	12		Rule	1	"market value"
BC Reg 270/86	11	"minimum net free capital"	Rule	5	"risk adjusted capital"
BC Reg 270/86	13		Rule	6
BC Reg 270/86	13.1		repealed
none			Rule	7
BC Reg 270/86	14		Rule	8
codifies LPS#3-22			Rule	9
codifies LPS#3-22			Rule	10
none			Rule	11
BC Reg 270/86	15		Rule	12
none			Rule	13
none			Rule	14
BC Reg 270/86	16		repealed
BC Reg 270/86	16.1		Rule	15
Old Instrument	Section	Subsection	New Instrument	Section	Subsection
BC Reg 270/86	17		Rule	16
BC Reg 270/86	18		Rule	17
BC Reg 270/86	19		Rule	18
BC Reg 270/86	20		Rule	19
BC Reg 270/86	21		Rule	20
BC Reg 270/86	22		Rule	19	(2)
BC Reg 270/86	23		Rule	21
BC Reg 270/86	24		Rule	22
BC Reg 270/86	25	except (3)	Rule	23
	25	(3)	repealed
none			Rule	24
BC Reg 270/86	26		Rule	25
Commodity Contract Act	1	"liquidating trade"	Rule	26	"offsetting transaction"
BC Reg 270/86	27		Rule	27
BC Reg 270/86	28		Rule	28
BC Reg 270/86	29	(1)	Rule	27	(2)
BC Reg 270/86	29	(2)	repealed
BC Reg 270/86	30		Rule	29
BC Reg 270/86	31		Rule	30
BC Reg 270/86	32		Rule	31
BC Reg 270/86	33		Rule	32
BC Reg 270/86	34		Rule	33
BC Reg 270/86	35		Rule	34
none			Rule	35
BC Reg 270/86	36		Rule	39
BC Reg 270/86	37		Rule	40
BC Reg 270/86	38		Rule	41
BC Reg 270/86	39		Rule	42
none			Rule	43	"safekeeping agreement"
BC Reg 270/86	40		Rule	44	(1)
none			Rule	44	(2), (3), (4)
none			Rule	45
BC Reg 270/86	41		Rule	46	(1)(a)
none			Rule	46	(1)(b), (2)
BC Reg 270/86	42		Rule	47
BC Reg 270/86	43		Rule	48
BC Reg 270/86	44		Rule	48	(3)
BC Reg 270/86	45		Rule	48
Commodity Contract Act	31	(2)	Rule	49
BC Reg 270/86	46		Rule	44	(5)
BC Reg 270/86	47	(a)	repealed
BC Reg 270/86	47	(b)	Rule	54
BC Reg 270/86	48		Rule	51
BC Reg 270/86	49		Rule	52
none			Rule	53
BC Reg 270/86	51		Rule	55
Old Instrument	Section	Subsection	New Instrument	Section	Subsection
BC Reg 270/86	52		Rule	56
BC Reg 270/86	53		Rule	57	(2)
BC Reg 270/86	54		Rule	58
Commodity Contract Act	32	(1)	Rule	59
none			Rule	60
none			Rule	61
none			Rule	62
BC Reg 270/86	55		repealed
BC Reg 270/86	56		repealed
BC Reg 270/86	57		repealed & substituted by: Securities Act Rule	33 17
BC Reg 270/86	58	except (6)	Rule	38
	58	(6)	Rule	17
BC Reg 270/86	59		LPS#3-22
BC Reg 270/86	60		LPS#3-22
BC Reg 270/86	61		LPS#3-22
BC Reg 270/86	62		LPS#3-22
BC Reg 270/86	63		repealed & substituted by: Securities Act Rule	33 17
BC Reg 270/86	64		Rule	63
BC Reg 270/86	66		Rule	64
none			Rule	65
none			Rule	66
BC Reg 270/86	67	(1)	Rule	67
BC Reg 270/86	67	(2)	repealed
BC Reg 270/86	68		LPS#3-22
BC Reg 270/86	69		Rule	68
none			Rule	69
none			Rule	70
BC Reg 270/86	70		Rules	69,70
BC Reg 270/86	71		Rule	71
BC Reg 270/86	72		Rule	72
BC Reg 270/86	72.1		repealed
BC Reg 270/86	72.2		Rule	73
BC Reg 270/86	72.3		Rule	74
BC Reg 270/86	72.4		repealed & substituted by: Securities Act	33
BC Reg 270/86	73		Rule	86
BC Reg 270/86	74		Rule	86
none			Rule	87
BC Reg 270/86	75		Rule	88
	75	(3)	LPS#3-15
BC Reg 270/86	76	(a)	Rule	89	(a)
	76	(b)	Rule	89	(b)
Old Instrument	Section	Subsection	New Instrument	Section	Subsection
	76	(c)	Rule	89	(c)
none			Rule	89	(d)
	76	(d)	Rule	89	(e)
	76	(e)	Rule	89	(f)
	76	(f)	Rule	89	(g)
none			Rule	89	(h)
BC Reg 270/86	77	except (4)	Rule	90
	77	(4)	repealed
none			Rule	91
BC Reg 270/86	78		repealed
BC Reg 270/86	78.1		Rule	92
BC Reg 270/86	80		Rule	36
BC Reg 270/86	81		Rule	37
BC Reg 270/86	82		Rule	93
BC Reg 270/86	86		Rule	50
BC Reg 270/86	87		Rule	94
BC Reg 270/86	88		Rule	95
BC Reg 270/86	89		Rule	96
BC Reg 270/86	90	except (3)	Rule	97
	90	(3)	repealed & substituted by: Securities Act Rule	59 95
BC Reg 270/86	91		Rule	98
BC Reg 270/86	92		Rule	99
BC Reg 270/86	93		Rule	100
BC Reg 270/86	94		Rule	101
BC Reg 270/86	95		Rule	102
BC Reg 270/86	96		Rule	103
BC Reg 270/86	97		Rule	104
BC Reg 270/86	98		Rule	105
BC Reg 270/86	99		Rule	106
BC Reg 270/86	100		Rule	107
BC Reg 270/86	101		Rule	108
BC Reg 270/86	102		Rule	109
BC Reg 270/86	103		Rule	110
BC Reg 270/86	104	(1)	Rule	112	(1)
BC Reg 270/86	104	(2)	repealed
BC Reg 270/86	104	(3)	Rule	112	(2)
BC Reg 270/86	104	(4)	Rule	118
BC Reg 270/86	104	(5)	Rule	112	(3)
BC Reg 270/86	104	(6)	repealed & substituted by: Securities Act Rule	59 95
BC Reg 270/86	105		Rule	113
BC Reg 270/86	106		Rule	114
BC Reg 270/86	107		Rule	2	(4), (5)
BC Reg 270/86	108		repealed
BC Reg 270/86	109		Rule	115
Old Instrument	Section	Subsection	New Instrument	Section	Subsection
BC Reg 270/86	110		Rule	116
BC Reg 270/86	111		Rule	117
BC Reg 270/86	112		Rule	3	(12), (13)
BC Reg 270/86	113	except (4)	Rule	111
	113	(4)	Rule	95
BC Reg 270/86	114		Rule	119
BC Reg 270/86	115		Rule	120
Securities Act	51	(2)(a)	Rule	121
Securities Act	51	(4)	Rule	122
Securities Act	51	(4)	Rule	123
Securities Act	51	(7)	Rule	124
Securities Act	51	(5) and (8)	Rule	125
Securities Act	51	(6)	Rule	126
BC Reg 270/86	116	"exchanged security"	Rule	127	"exchanged security"
none			Rule	127	"date of issue", "recognized resale requirements"
BC Reg 270/86	117	(a)	Rule	128	(a)
	117	(b)	Rule	128	(b)
none			Rule	128	(c)
	117	(c), (d)	Rule	128	(d)
	117	(e)	repealed
	117	(f)	Rule	128	(e)
	117	(g)	Rule	128	(f)
	117	(h)	Rule	128	(g)
	117	(i)	Rule	128	(h)
none			Rule	128	(i)
BC Reg 270/86	118		Rule	129
none			Rule	130
BC Reg 270/86	119		repealed
BC Reg 270/86	119.1		Rule	131
BC Reg 270/86	120	except (3)	Rule	132
	120	(3)	repealed
BC Reg 270/86	121		repealed
BC Reg 270/86	122		repealed
BC Reg 270/86	123		repealed
BC Reg 270/86	124		repealed
BC Reg 270/86	126		Rule	133	(1)
none			Rule	133	(2)
BC Reg 270/86	127		Rule	134
BC Reg 270/86	128		Rule	135
BC Reg 270/86	129		Rule	136
BC Reg 270/86	130		Rule	137	(1)
none			Rule	137	(2)
BC Reg 270/86	131		Rule	138
BC Reg 270/86	132		Rule	139
BC Reg 270/86	133	(1)	Rules	140 142	(1)
Old Instrument	Section	Subsection	New Instrument	Section	Subsection
	133	(2)	Rules	140 142	(2)
	133	(3)	Rules	141 143
	133	(4)	Rules	140 142	(2) (3)
	133	(5)	Rule	140 142	(3) (2)
BC Reg 270/86	134	(1)	Rule	142	(1)
	134	(2)	Rule	142	(2)
	134	(3)	Rule	143
	134	(4)	Rule	142	(3)
	134	(5)	Rule	142	(4)
	134	(6)	Rule	140	(2)
BC Reg 270/86	135	except (3)	Rule	144
	135	(3)	repealed
BC Reg 270/86	136	except (3) and (5)	Rule	145	(1)
	136	(3)	Rule	146
	136	(5)	Rule	3	(13)
BC Reg 270/86	137		Rule	144	(6)
BC Reg 270/86	138		Rule	145	(1)
BC Reg 270/86	139		Rule	147
BC Reg 270/86	140		Rule	148
BC Reg 270/86	141		Rule	149
BC Reg 270/86	142	except (5)	Rule	150
	142	(5)	repealed & substituted by: Securities Act	73.2
BC Reg 270/86	143		repealed & substituted by: Securities Act	73.2
BC Reg 270/86	144		Rule	151
BC Reg 270/86	145		Rule	152
BC Reg 270/86	146	except (2) and (4)	Rule	153
	146	(2)	repealed
	146	(4)	repealed
none			Rule	153	(4)
BC Reg 270/86	147		Rule	154
BC Reg 270/86	148	(a)	Rule	155
	148	(b)	Securities Act	69.1	(a)
BC Reg 270/86	149		Rule	156
BC Reg 270/86	150		Rule	157
none			Rule	158
BC Reg 270/86	151		repealed
BC Reg 270/86	152		Regulation	7
BC Reg 270/86	152.1		Rule	159
none			Rule	160
BC Reg 270/86	152.2		repealed & substituted by: Securities Act	73.2
Old Instrument	Section	Subsection	New Instrument	Section	Subsection