Newfoundland and Labrador Regulations 2006

1. S.2 Amdt.
Interpretation

2. S.3 Amdt.
Financial statements

3. S.4 Amdt.
Non-financial matters

4. S.5 Amdt.
Confidential filing

5. S.7 Amdt.
Reporting issuer filing

6. S.13 Amdt.
Finance companies

7. S.18 Amdt.
Restrictions of exemptions

8. S.22 Amdt.
Consent filing

        9. Ss.23, 24 & 26 Amdt.
23.   Preliminary prospectus
        change
24.   Requirements for filing
26.   Rules

      10. Ss.33 & 34 Amdt.
33.   Compliance by issuer
34.   Type of prospectus

11. S. 36 Amdt.
Wrong inference

12. S.38 Amdt.
Preliminary prospectus

13. S.41 Amdt.
Content of prospectus - financial matters

14. S.42 Amdt.
Mutual fund prospectus

15. S.43 Amdt.
Pro forma balance sheet

16. S.44 Amdt.
Business acquisition prospectus

      17. Ss.46 & 47 Amdt.
46.   Exercise of option
47.   Debt securities
        prospectus

18. S.48 Amdt.
Inclusion of forecast

      19. Ss.49 to 51 Amdt.
49.   Acquired business statement
50.   Subsidiary's statement
51.   Unconsolidated
        financial statements

20. S.53 Amdt.
Financial statement

21. S.54 Amdt.
Auditor's letter

22. S.57 Amdt.
Reporting requirements

23. S.59 Amdt.
Statement of material facts

24. S.61 Amdt.
Statement of material facts

25. S.62 Amdt.
Statement of material facts

26. S.63 Amdt.
Underwriter's certificate

27. S.64 Amdt.
Material change

28. S.65 Amdt.
Exemption from compliance

29. S.67 Amdt.
Escrow agreement

30. S.68 Amdt.
Certificate - portion of distribution underwritten

31. S.69 Amdt.
Prospectus requirements - variation permitted

32. S.70 Amdt.
Restriction in use of terms

33. S.74 Amdt.
Statement of investment portfolio

34. S.75 Amdt.
Statement of portfolio transactions

35. S.82 Amdt.
Omission from statement

36. S.83 Amdt.
Confirmation of trade

37. S.84 Amdt.
Definitions

38. S.85 Amdt.
Determination of market value

39. S.86 Amdt.
Categories of registration

40. S.92 Amdt.
Notice of registrant

41. S.93 R&S
Conditions of registration

42. S.95 Amdt.
Conditions of registration - capital requirements

43. S.96 Amdt.
Bonding or insurance

44. S.97 R&S
Notice to superintendent

45. S.98 Amdt.
Compensation fund

      46. Ss.99 & 100 Amdt.
99.   Subordination
        agreement
100. Report on statements

47. S.101 Amdt.
Conditions of registration - record keeping

48. S.102 Amdt.
Conditions of registration - new accounts and supervision

49. S.103 Amdt.
Investment counsel standards

50. S.106 Amdt.
Credit balances

51. S.109 Amdt.
Exemption for registrants

52. S.110 Amdt.
Conditions of registration - statements of account and portfolio

      53. Ss.111 & 112 Amdt.
111. Conditions of
        registration -
        proficiency
        requirements
112. Registration prohibited

54. S.113 Amdt.
Equivalent qualifications

55. S.114 Amdt.
Registration as salesperson.

56. S.115 Amdt.
Application for registration

57. S.116A Amdt.
Expiry of registration

58. S.117 Amdt.
Renewal of registration

59. S.118 Amdt.
Renewal of registration

60. S.120 Amdt.
Amendments to registration

61. S.121 R&S
Notice to superintendent

62. S.123 Amdt.
Shares subject to escrow

63. S.124 R&S
Report to superintendent

64. Ss.126, 127 & 129 Amdt.
126. End of year report
127. End of year report
129. Audit of report

65. S.130 R&S
Auditor's instructions

66. S.131 Amdt.
Focus of audit

67. S.133 Amdt.
Further exemptions from registration requirements

68. S.135 Amdt.
Certain banks

69. S.137 Amdt.
Trade reporting

70. S.139 Amdt.
Execution and certification of documents

71. S.140 Amdt.
Failure of material to comply

72. S.149B Amdt.
Report outside jurisdiction

73. S.149C R&S
Facsimile signature

74. S.156 Amdt.
Interpretation

75. S.168B Amdt.
Consent of solicitor, et al

76. S.168H R&S
Alternative signature

77. S.169 Amdt.
Interpretation

78. S.171 Amdt.
Limited market dealer registration

79. S.172 Amdt.
International dealer registration

80. S.173 Amdt.
Financial intermediary dealer registration

81. S.174 Amdt.
Foreign dealer registration

82. S. 175 Amdt.
Exemption

83. S.176 Amdt.
Interpretation

84. Ss.179 & 180 Amdt.
179. Regulations may be varied
180. Right to be heard

85. S.181 Amdt.
Notice of ownership

86. S.182 Amdt.
Miscellaneous

87. S.183 Amdt.
Interpretation

88. S.184 Amdt.
Provisions may be varied

89. S.187 Amdt.
Statement of policies

90. S.193 Amdt.
Limitations on networking

91. S.195 Amdt.
Miscellaneous

92. S.197 Amdt.
Exemption of registrant

93. S.198 Amdt.
Offering memorandum prospectus

CNLR 805/96
as amended

1. (1) Subparagraph 2(2)(b)(vii) of the Securities Regulations is amended by striking out the word "director" and substituting the word "superintendent".

(2) Paragraphs 2(2)(c) and (e) of the regulations are amended by striking out the word "director" and substituting the word "superintendent".

2. Subsection 3(4) of the regulations is repealed and the following substituted:

(4) Notwithstanding subsection (1), where a financial statement is not prepared in accordance with generally accepted accounting principles,

(a) the superintendent may accept the financial statement for the purposes for which it is to be filed,

(i) where the superintendent is satisfied that it is not reasonably practicable for the issuer to revise the presentation in the financial statement to conform to generally accepted accounting principles, or

(ii) where the superintendent by his or her order under paragraph (b) has previously accepted a financial statement of the same issuer with a corresponding variation from generally accepted accounting principles and the superintendent is satisfied that there has been no material change in the circumstances upon which his or her previous decision was based; or

(b) the superintendent may, by his or her order, accept the financial statement after giving interested parties an opportunity to be heard if the superintendent is satisfied in all the circumstances of the particular case that the variation from generally accepted accounting principles is supported or justified by considerations that outweigh the desirability of uniform adherence to generally accepted accounting principles.

3. Paragraph 4(b) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

4. Section 5 of the regulations is amended by striking out the word "secretary" and substituting the word "superintendent".

5. Section 7 of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

6. (1) Subsections 13(2), (3) and (4) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(2) Subsection 13(5) of the regulations is amended by

(a) striking out the word "commission" wherever it occurs and substituting the word "superintendent"; and

(b) striking out the word "it" and substituting the words "he or she".

(3) Subsections 13(7) and (8) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

7. (1) Subsection 18(2) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(2) Paragraph 18(2)(b) of the regulations is repealed and the following substituted:

(b) that to do so would not be prejudicial to the public interest, and the superintendent may impose the terms and conditions that he or she considers necessary.

8. Subsection 22(2) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

9. Sections 23, 24 and 26 of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

10. Sections 33 and 34 of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

11. (1) Subsection 36(1) of the regulations is amended by striking out the words "director or the commission" and substituting the word "superintendent".

(2) Subsection 36(3) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

12. Section 38 of the regulations is amended by

(a) striking out the word "director" and substituting the word "superintendent"; and

(b) striking out the words "Securities Commission of Newfoundland and Labrador" wherever they occur and substituting the words "Superintendent of Securities".

13. Subsections 41(1) and (6) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

14. (1) Subsection 42(1) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

(2) Paragraph 42(3)(b) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(3) Subsection 42(4) of the regulations is amended by striking out the words "Securities Commission" and substituting the words "Superintendent of Securities".

15. Section 43 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

16. Subsection 44(1) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

17. Sections 46 and 47 of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

18. Subsection 48(2) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

19. Sections 49, 50 and 51 of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

20. (1) Paragraph 53(1)(a) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

(2) Subsection 53(3) of the regulations is repealed and the following substituted:

(3) Where under this section a financial statement contained in a prospectus is not reported on by the auditor, there shall be filed with the superintendent such advice from the auditor as is suggested for these circumstances by the Handbook of The Canadian Institute of Chartered Accountants, or such other advice as may reasonably be required by the superintendent, the purpose of which shall be to assist the superintendent in discharging his or her responsibilities and the advice may include a statement to that effect.

21. (1) Subsection 54(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(2) Subsection 54(2) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

22. Subsections 57(2) and (3) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

23. Subsection 59(3) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

24. Paragraphs 61(1)(a) and (d) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

25. Subsections 62(3) and (4) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

26. Subsection 63(2) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

27. Section 64 of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

28. Section 65 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

29. Section 67 of the regulations is amended by striking out the word "commission's" and substituting the word "superintendent's".

30. Subsection 68(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

31. Section 69 of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

32. Paragraph 70(2)(b) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

33. Paragraph 74(2)(b) of the regulations is repealed and the following substituted:

(b) have achieved an investment rating falling within the highest or next highest categories of every service that publishes ratings on the short term debt instruments of the issuer that is recognized by the superintendent.

34. Paragraph 75(2)(b) of the regulations is repealed and the following substituted:

35. Subsections 82(1), (2) and (3) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

36. Subparagraphs 83(2)(b)(ii) and (c)(ii) of the regulations are amended by striking out the word "director" and substituting the word "superintendent".

37. (1) Paragraph 84(c) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

(2) Subparagraphs 84(j)(vi), (l)(iii) and (v), and (t)(iii) of the regulations are amended by striking out the word "commission" and substituting the word "superintendent".

38. Subsections 85(3) and (4) of the regulations are amended by striking out the word "director" and substituting the word "superintendent".

39. Paragraph 86(a) of the regulations is repealed and the following substituted:

(a) broker, being a person or company that is registered to trade in securities in the capacity of an agent or principal, which person or company is a member of a stock exchange in Canada recognized by the superintendent.

40. Subsections 92(1), (2) and (3) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

41. Section 93 of the regulations is repealed and the following substituted:

Conditions of registration

93. The superintendent may prescribe conditions of registration for a registrant or group of registrants that are instead of some or all of the conditions of registration prescribed in sections 96 to 110, sections 112 to 114 and sections 124 to 132, where he or she gives prior notice of the proposed conditions to the registrant or group of registrants affected and affords the registrant or group of registrants an opportunity to be heard.

42. Subsection 95(3) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

43. Section 96 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

44. Section 97 of the regulations is repealed and the following substituted:

Notice to superintendent

97. Every registrant shall immediately notify the superintendent in writing of a change in, or claim made under, the provisions of a bond or insurance policy maintained pursuant to the requirements of this Part.

45. (1) Subsection 98(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(2) Subsection 98(2) of the regulations is repealed and the following substituted:

(2) The superintendent may vary the amount required to be contributed by a participant where in his or her opinion it would not be prejudicial to the public interest to do so, provided that the notice of the variation is provided by the superintendent to the other participants before the variation takes effect.

46. Sections 99 and 100 of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

47. (1) Subsection 101(3) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

(2) Subparagraph 101(3)(f)(i) of the regulations is amended by striking out the word "if".

48. (1) Subsection 102(2) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(2) Subsection 102(6) of the regulations is repealed and the following substituted:

(6) For the purpose of complying with the requirements of this section as to obtaining appropriate information concerning new clients, use of a form in accordance with the requirements prescribed by the superintendent is sufficient, but other forms or procedures may be used where they are more appropriate.

49. Subsection 103(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

50. Section 106 of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

51. Section 109 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

52. Subsection 110(3) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

53. Subsections 111(4) and 112(1) of the regulations are amended by striking out the word "director" and substituting the word "superintendent".

54. Section 113 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

55. Paragraphs 114(2)(b), (d), (e), (g) and (h) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

56. Section 115 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

57. (1) Subsection 116A(1) of the regulations is amended by striking out the word "director" and substituting the word "superintendent".

(2) Subsection 116A(2) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

58. (1) Subsection 117(1) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

(2) Subsection 117(2) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

59. (1) Subsection 118(1) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

(2) Subsection 118(2) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

60. Section 120 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

61. Section 121 of the regulations is repealed and the following substituted:

Notice to superintendent

121. Every notice to the superintendent under subsection 34(3) of the Act shall be by way of a letter filed with the superintendent providing the information required by the applicable part of that subsection and signed by the salesperson.

62. Section 123 of the regulations is amended by striking out the word "commission's" and substituting the word "superintendent's".

63. Section 124 of the regulations is repealed and the following substituted:

Reporting to superintendent

124. Every adviser, mutual fund dealer and scholarship plan dealer shall deliver to the superintendent within 90 days after the end of its financial year a copy of its financial statements for the financial year.

64. Sections 126, 127 and 129 of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent"

65. Section 130 of the regulations is repealed and the following substituted:

Auditor's instructions

130. (1) Every registrant that is not a member in good standing of a self-regulatory body referred to in section 25 of the Act shall issue a direction to its auditor instructing the auditor to conduct an audit requested by the superintendent during its registration and shall deliver a copy of the direction to the superintendent

(a) with its application for registration; and

(b) immediately after the registrant changes its auditor.

(2) Where the superintendent requests an auditor to conduct an audit of the financial affairs of a registrant in accordance with a direction referred to in subsection (1), all fees related to the audit shall be paid by the registrant.

66. Section 131 of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

67. Subparagraphs 133(a)(iii) and (b)(i) and (ii) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

68. Paragraphs 135(a), (b) and (c) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

69. Paragraph 137(1)(a) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

70. (1) Paragraphs 139(a) and (b) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(2) Paragraph 139(d) of the regulations is amended by

(a) striking out the word "commission" and substituting the word "superintendent"; and

(b) striking out the word "director" and substituting the word "superintendent".

71. (1) Subsection 140(1) of the regulations is repealed and the following substituted:

Failure of material to comply

140. (1) Where material that is filed is not prepared in accordance with the Act or these regulations, the superintendent may return the material to the person or company that is required to comply with the provisions.

(2) Subsection 140(2) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

72. Section 149B of the regulations is amended by striking out the words "designated by the commission" and substituting the words "designated by the superintendent".

73. Section 149C of the regulations is repealed and the following substituted:

Facsimile signature

149C. A report prepared in accordance with Form 35 that is filed with the superintendent may contain the facsimile signature of the individual, officer, director, agent or attorney required to sign the form, if an original manually signed copy is filed concurrently with a securities commission in Canada designated by the superintendent for the purpose of accepting the filings.

74. (1) Subsection 156(2) of the regulations is amended by

(a) striking out the word "director's" and substituting the word "superintendent's"; and

(b) striking out the word "director" and substituting the word "superintendent".

(2) Subsections 156(6) and (7) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

75. Section 168B of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

76. Section 168H of the regulations is repealed and the following substituted:

Alternative signature

168H. Where the superintendent is satisfied upon evidence or submissions made to him or her that a chief executive officer or chief financial officer is, for adequate cause, not available to sign a certificate or notice required to be filed under Part XIX of the Act, the superintendent may permit the certificate or notice to be signed by another responsible officer or director.

77. (1) Subparagraph 169(1)(a)(ix) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(2) Paragraphs 169(1)(b), (d) and (e) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(3) Subsection 169(3) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

78. Subsection 171(4) of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

79. Subsection 172(3) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

80. (1) Subsection 173(6) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

(2) Subsections 173(8) and (9) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

81. (1) Subsection 174(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(2) Paragraph 174(3)(c) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

82. Section 175 of the regulations is amended by

(a) striking out the word "commission" wherever it occurs and substituting the word "superintendent"; and

(b) striking out the word "it" and substituting the words "he or she".

83. Paragraph 176(1)(a) of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

84. Sections 179 and 180 of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

85. Subsection 181(1) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

86. Section 182 of the regulations is amended by

(a) striking out the word "commission" wherever it occurs and substituting the word "superintendent"; and

(b) striking out the word "it" and substituting the words "he or she".

87. (1) Subparagraph 183(1)(f)(iv) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

(2) Paragraph 183(1)(i) of the regulations is amended by striking out the word "commission" and substituting the word "superintendent".

88. Section 184 of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

89. Subsections 187(1), (3) and (4) of the regulations are amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

90. Section 193 of the regulations is amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

91. Section 195 of the regulations is amended by striking out the word "commission" wherever it occurs and substituting the word "superintendent".

92. Section 197 of the regulations is amended by

(a) striking out the word "commission" wherever it occurs and substituting the word "superintendent"; and

(b) striking out the word "it" and substituting the words "he or she".

93. (1) Paragraphs 198(1)(c), (d) and (f) and paragraphs 198(2)(j), (p) and (v) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

(2) Subparagraph 198(1)(d) of the regulations is amended by striking out the word "registrar" and substituting the word "superintendent".

(3) Subsections 198(4), (5), and (7) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".

(4) Subsection 198(6) of the regulations is amended by

(a) striking out the word "director" wherever it occurs and substituting the word "superintendent"; and

(b) striking out the word "registrar" and substituting the word "superintendent".

(5) Section 198 of the regulations is amended by striking out the introductory portion of subsection (8) and substituting the following:

(8) The superintendent shall object to a proposed offering memorandum prospectus if it appears to him or her that any of the following circumstances exist:

(6) Paragraphs 198(8)(e) and (f) of the regulations are amended by striking out the word "director" wherever it occurs and substituting the word "superintendent".