Ontario Securities Commission Bulletin

Issue 47/38Supp2 - September 19, 2024

Ont. Sec. Bull. Issue 47/38Supp2

Table of Contents

CSA Notice and Request for Comment -- Proposed Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-106 Investment Fund Continuous Disclosure, National Instrument 81-107 Independent Review Committee for Investment Funds; and Related Proposed Consequential Amendments and Changes; Modernization of the Continuous Disclosure Regime for Investment Funds 1

Annex A -- Specific Questions for Comment Relating to the Proposed Amendments and Proposed Changes XX

Annex B-1 -- Proposed Amendment to Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions XX

Annex B-2 -- Proposed Changes to National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions Xx

Annex B-3 -- Proposed Changes to National Policy 12-202 Revocation of Certain Cease Trade Orders Xx

Annex B-4 -- Proposed Change to National Policy 12-203 Management Cease Trade Orders Xx

Annex B-5 -- Proposed Amendments to National Instrument 41-101 General Prospectus Requirements Xx

Annex B-6 -- Proposed Change to Companion Policy 41-101 General Prospectus Requirements Xx

Annex B-7 -- Proposed Amendment to National Instrument 44-101 Short Form Prospectus Distributions Xx

Annex B-8 -- Proposed Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure Xx

Annex B-9 -- Proposed Changes to Companion Policy 81-101 Mutual Fund Prospectus Disclosure Xx

Annex B-10 -- Proposed Amendments to National Instrument 81-102 Investment Funds Xx

Annex B-11 -- Proposed Changes to Companion Policy 81-102 Investment Funds Xx

Annex B-12 -- Proposed Amendments to National Instrument 81-106 Investment Fund Continuous Disclosure Xx

Annex B-13 -- Proposed Changes to Companion Policy 81-106 Investment Fund Continuous Disclosure Xx

Annex B-14 -- Proposed Amendments to National Instrument 81-107 Independent Review Committee for Investment Funds Xx

Annex B-15 -- Proposed Change to Commentary in National Instrument 81-107 Independent Review Committee for Investment Funds Xx

Annex C-1 -- Blackline Illustrating Proposed Amendments to National Instrument 41-101 General Prospectus Requirements Xx

Annex C-2 -- Companion Policy 41-101CP General Prospectus Requirements Xx

Annex C-3 -- Form 41-101F2 Information Required in an Investment Fund Prospectus Xx

Annex C-4 -- Form 41-101F3 Information Required in a Scholarship Plan Prospectus Xx

Annex C-5 -- Form 41-101F4 Information Required in an ETF Facts Document Xx

Annex C-6 -- National Instrument 81-101 Mutual Fund Prospectus Disclosure Xx

Annex C-7 -- Form 81-101F1 Contents of Simplified Prospectus Xx

Annex C-8 -- Form 81-101F2 Contents of Annual Information Form Xx

Annex C-9 -- Form 81-101F3 Contents of Fund Facts Document Xx

Annex C-10 -- Companion Policy 81-101CP Mutual Fund Prospectus Disclosure Xx

Annex C-11 -- National Instrument 81-102 Investment Funds Xx

Annex C-12 -- Companion Policy 81-102CP Investment Funds Xx

Annex C-13 -- National Instrument 81-106 Investment Fund Continuous Disclosure Xx

Annex C-14 -- Companion Policy 81-106CP Investment Fund Continuous Disclosure Xx

Annex C-15 -- National Instrument 81-107 Independent Review Committee for Investment Funds Xx

Annex D -- Material Modifications Made to Mock-Up 3 Following Completion of Investor Testing Xx

Annex E -- Local Matters Xx

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CSA Notice and Request for Comment -- Proposed Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-106 Investment Fund Continuous Disclosure, National Instrument 81-107 Independent Review Committee for Investment Funds; and Related Proposed Consequential Amendments and Changes; Modernization of the Continuous Disclosure Regime for Investment Funds

CSA NOTICE AND REQUEST FOR COMMENT

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE, NATIONAL INSTRUMENT 81-102 INVESTMENT FUNDS, NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE, NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS AND RELATED PROPOSED CONSEQUENTIAL AMENDMENTS AND CHANGES

MODERNIZATION OF THE CONTINUOUS DISCLOSURE REGIME FOR INVESTMENT FUNDS

September 19, 2024

Introduction

The Canadian Securities Administrators (the CSA or we) are proposing to modernize the continuous disclosure regime for investment funds.{1} The CSA's proposals aim to improve the quality of disclosure provided to investors and reduce the unnecessary regulatory burden of certain current investment fund continuous disclosure requirements under securities legislation.

We are publishing, for a 120-day comment period, proposed amendments to all of the following:

• National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101);

• National Instrument 81-102 Investment Funds (NI 81-102);

• National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106);

• National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107)

together with related consequential amendments to all of the following:

• National Instrument 41-101 General Prospectus Requirements (NI 41-101);

• National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)

as well as, in all Canadian jurisdictions other than Alberta, Ontario, Quebec, and Nova Scotia, related consequential amendments to Multilateral Instrument 11-103 Failure-To-File Cease Trade Orders in Multiple Jurisdictions (MI 11-103)

(collectively, the Proposed Amendments).

The CSA are also publishing, for a 120-day comment period, proposed changes to all of the following:

• National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207);

• National Policy 12-202 Revocation of Certain Cease Trade Orders (NP 12-202);

• National Policy 12-203 Management Cease Trade Orders (NP 12-203);

• Companion Policy 41-101 General Prospectus Requirements (41-101CP);

• Companion Policy 81-101 Mutual Fund Prospectus Disclosure (81-101CP);

• Companion Policy 81-102 Investment Funds (81-102CP);

• Companion Policy 81-106 Investment Fund Continuous Disclosure (81-106CP);

• Commentary in National Instrument 81-107 Independent Review Committee for Investment Funds (81-107CP)

(collectively, the Proposed Changes).

We encourage commenters to provide any data and information that could help us evaluate the effects of modernizing the investment fund continuous disclosure regime on investors and the investment fund industry. In addition to general feedback on the Proposed Amendments and Proposed Changes, we are also seeking responses to specific consultation questions we have set out for stakeholders to consider.

The text of the Proposed Amendments and Proposed Changes is contained in Annex B of this Notice and will also be available on the websites of the following CSA jurisdictions:

www.asc.ca;

www.fcaa.gov.sk.ca;

www.mbsecurities.ca;

www.osc.ca;

www.lautorite.qc.ca;

www.fcnb.ca;

nssc.novascotia.ca.

Substance and Purpose

The Proposed Amendments and Proposed Changes aim to make improvements to the continuous disclosure regime governing investment funds that will benefit investors, investment fund managers, and other stakeholders. The objectives of the Proposed Amendments are to:

• replace the annual Management Report of Fund Performance (Annual MRFP) and the interim Management Report of Fund Performance (Interim MRFP, and together with the Annual MRFP, the MRFP) with a new annual fund report (the Annual Fund Report) and interim fund report (the Interim Fund Report, and together with the Annual Fund Report, the Fund Report), by implementing a revised version of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (the Current Form 81-106F1) (Workstream One);

• provide an exemption from certain conflict of interest reporting requirements in securities legislation where other similar requirements are satisfied (Workstream Two);

• eliminate certain required class or series-level disclosures from investment fund financial statements (Workstream Three)

(each a Workstream, and together, the Workstreams).

We are also proposing some unrelated minor amendments to:

• implement the Fund Expense Ratio (FER), which describes the sum of the management expense ratio and the trading expense ratio of an investment fund, into the Fund Facts and ETF Facts (the FER Revisions);

• make revisions of an editorial nature to the version of Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1) that came into force on January 6, 2022,{2} as well as minor revisions to address feedback received following the in-force date of Form 81-101F1

(each an Additional Initiative, and together, the Additional Initiatives).

Background

The CSA's 2022-2025 Business Plan identifies delivering smart and responsive regulation protecting investors while reducing regulatory burden, as a strategic goal.{3} The Proposed Amendments and Proposed Changes aim to deliver on this burden reduction work while also enhancing the utility of investment fund continuous disclosure to investors.

We reviewed investment fund continuous disclosure requirements to identify areas that could be updated to benefit key stakeholders, primarily investors and investment funds. Within the scope of our review, we not only included continuous disclosure requirements outlined in NI 81-106, but we also considered select reporting requirements present elsewhere in securities legislation (e.g., provincial statutes or NI 81-102). While financial statements formed part of our review area, we focused on requirements in Part 3 (Financial Disclosure Requirements) of NI 81-106 that are not mandated by International Financial Reporting Standards (IFRS).

In making our determinations, we considered stakeholder feedback received in response to the CSA's request for comment on proposed amendments and proposed changes to investment fund regulatory requirements, titled Reducing Regulatory Burden for Investment Fund Issuers -- Phase 2, Stage 1 (Project RID Publication for Comment){4}. Comments on the Project RID Publication for Comment were summarized in final amendments and changes published on October 7, 2021.{5} The CSA also considered comments received in response to the Ontario Securities Commission publication of OSC Staff Notice 11-784 Burden Reduction{6} (OSC Staff Notice 11-784), as well as recommendations made by the Government of Ontario-established Capital Markets Modernization Taskforce, as described in its final report published in January, 2021{7}.

At the conclusion of our review, we determined that the Workstreams, described in detail in the following section, would be the focus of our Proposed Amendments and Proposed Changes. The scope of our review did not include any delivery requirements that apply to continuous disclosure documents. On September 27, 2022, the CSA proposed amendments and changes to implement an access-based model for investment fund reporting issuers.{8} Work on that initiative is ongoing and is not anticipated to impact the Proposed Amendments and Proposed Changes.

Summary of the Proposed Amendments and the Proposed Changes

(a) Workstream One -- Fund Report: Introduction of a new Fund Report to replace the MRFP

We are proposing amendments to the Current Form 81-106F1 that will significantly revise the content of the MRFP to better respond to investor needs and preferences. We are of the view that in addition to representing an improved update document for investors to review, the revised content will also be less burdensome for reporting issuer investment funds to prepare. We have also renamed the MRFP to the "Fund Report", which is more intuitive and will be simpler for investors to recall.

To ensure that the Fund Report responds better to investor needs and preferences, we engaged the services of a third-party consulting firm with expertise in behavioural insights, to assist in the redesign efforts. Behavioural insights are tools that can be used to inform the development of regulations in a way that respond to how investors behave and process information.{9} We also considered efforts made by the U.S. Securities and Exchange Commission (the SEC) to significantly redesign mutual fund and exchange-traded mutual fund (ETF) annual and semi-annual shareholder reports so that they are more concise and visually engaging.{10}

The disclosure in the new Fund Reports is an improvement in some of the following ways:

(a) the required disclosure has been significantly streamlined so that investors can focus on information that is most pertinent to them in the limited amount of time they may have set aside to review a Fund Report;

(b) information has been thematically chunked so that investors are better able to review information on a specific topic within a single section of the Fund Report rather than having to obtain and synthesize it from different sections;

(c) the use of narrative forms of disclosure has been minimized in favour of bullets, to assist investors in processing the information contained in the report more easily;

(d) key terms have been defined and key concepts have been explained in call-out boxes throughout the document to enable investors to better understand the information being presented to them;

(e) opportunities to provide brief summaries of information contained in the various sections of the Fund Report have been provided, to enable investors to review key information in the Fund Report more quickly;

(f) directions to more detailed sources of information have been provided in a number of places within the document so that investors who want to access and review more detailed information will know where to find it.

The streamlining referenced earlier includes elimination of the following requirements on the basis that most investors would not find practical use for them in a Fund Report:

(a) several requirements in the "Results of Operations" and "Recent Developments" sections of the MRFP (required by Items 2.3 and 2.4 of Part B of the Current Form 81-106F1).{11} We note that the Investment Objectives and Investment Strategies section of the Fund Report will provide investors with a concise overview of the success of the investment fund in achieving its investment objectives and using its investment strategies to achieve those investment objectives. That section will also provide a brief description of factors that the investment fund manager (IFM) considers reasonably likely to materially impact the ability of the investment fund to satisfy its investment objectives and use its investment strategies to achieve those investment objectives, going forward (see Item 4 of Part A of the Proposed Form 81-106A, as hereinafter defined);

(b) "The Fund's Net Assets per [Unit/Share]" table in the Financial Highlights section of the MRFP (required by Item 3.1 of Part B of the Current Form 81-106F1). We note that investors that want details regarding the type of information provided by this reconciliation of beginning and end of financial year net assets provided in this table could review the financial statements of their investment fund. We also note that consolidated information on distributions is available in the Statistics section of the Fund Report, with specific information on return of capital also provided on the basis that investors may find value in that particular distribution-related information (see Item 8 of Part A of the Proposed Form 81-106A, as hereinafter defined);

(c) several metrics (total net asset value, number of units/shares outstanding, net asset value per unit/share, closing market price) in the "Ratios and Supplemental Data" table in the Financial Highlights section of the MRFP (required by Item 3.1 of Part B of the Current Form 81-106F1) and provision of one year's worth of information instead of five in a new Costs section of the Fund Report. We are of the view that most investors will find utility in reviewing only the most recent Cost-related information in the Fund Report, although we note that the Costs section includes a requirement to provide a statement regarding any increase from the previous year in the summary for that section, where such a summary is provided (see proposed Item 6 of Part A of the Proposed Form 81-106A, as hereinafter defined);

(d) the "Management Fees" section of the MRFP (required by Item 3.3 of Part B of the Current Form 81-106F1). We are of the view that simplifying cost-related information in the Fund Report would better achieve our aim of ensuring that it contains an appropriate amount of information, as well as information that is easy to read and understand;

(e) the requirement to provide performance information in respect of each series or class of an investment fund (required by section 15.14 of NI 81-102 and Item 4.1(1) of Part B of the Current Form 81-106F1) in favour of a requirement to provide performance information of the series or class with the highest management fee (and, if applicable, any series or class besides the series or class with the highest management fee, for which performance would vary based on a characteristic besides fees).{12} When developing this proposed approach, we noted that some investment funds have numerous classes or series, sometimes in excess of 20, and it may be challenging for investors to navigate the report with this information, much of which may show very similar performance. We are of the view that the streamlined presentation being proposed would provide investors with a baseline understanding of how their particular class or series would have performed, e.g. their class or series would have performed better if it had lower management fees. We also note that exemptive relief to allow a single consolidated Fund Facts to be filed for all the classes or series of securities of a mutual fund offered in an automatic switch program, which includes similar requirements around the presentation of performance information, has been in effect for a number of years and was codified as part of the burden reduction amendments published on October 7, 2021.{13}

We also note that some information which is currently in the MRFP is not being carried forward into the Fund Report but instead is being moved to different locations in the regulatory disclosure regime for investment funds:

(a) the Related Party Transactions disclosure currently required by Item 2.5 (Related Party Transactions) of Part B of the Current Form 81-1016F1, has not been included in the Fund Report. Instead, a different requirement has been developed and added as an appendix (to be prepared by the IFM) to the annual report to securityholders that an investment fund's independent review committee (IRC) must prepare pursuant to section 4.4 of NI 81-107. While the Current Form 81-106F1 requires detailed disclosure on related party transactions, the new requirement will only require such details to be provided where they are not already available in existing conflict of interest reports that have been filed on SEDAR+ (and such existing reports will be required to be identified in the new appendix). We are of the view that the newly redrafted requirement in the appendix will be easier for investment funds to prepare, will highlight the related party transaction reports already prepared by the IFM and filed on SEDAR+, and will be simpler for investors to navigate;

(b) the requirement in Part 6 (Quarterly Portfolio Disclosure) of NI 81-106 for an investment fund to prepare quarterly portfolio disclosure will remain in place, except that the investment fund will be required to prepare it on a standalone basis throughout the year, as opposed to the current circumstance where it appears in the MRFP at two points in the year (item 5 of Part B of the Current Form 81-106F1). The Quarterly Portfolio Disclosure includes information regarding the top 25 positions held by a reporting issuer investment fund. The content requirements of the Quarterly Portfolio Disclosure are substantially similar to what is currently required, and going forward will need to be prepared pursuant to a new form included in the proposed amendments to NI 81-106 (the Proposed Form 81-106B). We believe that since investment funds already prepare quarterly portfolio disclosure, they will not have to substantially modify their existing systems to produce it in the format required by the Proposed Form 81-106B. We also believe investors will benefit from being able to review key takeaways of this disclosure in the Fund Report while being able to find more detailed portfolio holdings information in the standalone Quarterly Portfolio Disclosure, when desired. The Proposed Amendments do not impact the Statement of Investment Portfolio, which is produced as part of the annual financial statements and interim financial report of reporting issuer investment funds, and non-reporting issuer mutual funds in Ontario. The Statement of Investment Portfolio includes disclosure regarding each portfolio asset held or sold short.

We also note some information in the Fund Report will be new as compared to the MRFP, and we specifically note the following examples:

(a) Fund Reports will include a section in which an investment fund is required to insert a brief summary of the IFM's assessment of the investment fund's success in respect of achieving its investment objectives, and using its investment strategies to achieve those investment objectives, during the period covered by the report. We have included instructions that specifically assist investment funds that have environmental, social and governance (ESG)-related aspects to their investment objectives and/or investment strategies, in providing this disclosure. We are of the view this will enhance ESG-related continuous disclosure for investors;

(b) Fund Reports will include disclosure regarding the liquidity profile of the investment portfolio of the investment fund. We are of the view that investors should have access to in-depth yet understandable disclosure regarding the liquidity of the investments held in the investment portfolio of their investment fund, and that this new disclosure will help achieve that.

Despite suggestions from some stakeholders to do so, we have not proposed to eliminate the requirement for a reporting issuer investment fund to prepare and file an MRFP, because we are of the view that investors would benefit from a periodic update on the status of their investment fund. Research commissioned by the Investment Funds Institute of Canada found that 66% of conventional mutual fund investors and 69% of ETF investors were either interested, or very interested, in receiving and reading the information in a "management report".{14} We also recognize that the MRFP provides a baseline level of information in a consistent and comparable format that investors can use to stay apprised of an investment fund's status. This is particularly important given that not all investment funds voluntarily produce the suite of supplementary, non-regulatory disclosure available in respect of some investment funds. Finally, we are of the view that the account-level report on charges and other compensation required by section 14.17 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) or the investment performance report required by section 14.18 of NI 31-103 are not acceptable substitutes for more detailed information on the status of an individual investment fund that may be held within a client's account.

Some stakeholders are of the view that the MRFP is of low value to investors, citing what they claim are low take-up rates by investors. To the extent that MRFP take-up rates by investors are indeed low, we note that this may in part be influenced by the mechanism through which investors access the document. As referenced earlier, a separate CSA policy project is examining matters related to the delivery of continuous disclosure documents. We are also engaging with the CSA Investor Education Committee to explore how we can ensure strong investor awareness and understanding of the Fund Report.

While some stakeholders have suggested reducing the frequency of preparation of the MRFP, the proposed Fund Report would maintain the annual and interim preparation requirements that are currently applicable for the MRFP. We are of the view that maintaining a twice-per-year filing requirement for reporting issuer investment funds that are not scholarship plans will keep Canadian investors current with the status of their investment funds, as compared to having only a once-per-year requirement (we are not proposing to modify the once-per year filing requirement of reporting issuer scholarship plans). It will also keep CSA requirements aligned with those of the following authorities which also require annual and semi-annual reports to be prepared by investment funds: the SEC;{15} the Financial Conduct Authority (United Kingdom) (the FCA);{16} the European Union;{17} and the Australian Securities & Investments Commission.{18}

Behavioural Insights Research and Testing

We engaged the services of Behavioural Insights (Canada) Ltd. (the Consultant), a third-party consulting firm with expertise in behavioural insights, to assist in our redesign efforts. First, the Consultant prepared a literature review identifying (a) best practices regarding the presentation of MRFP (Fund Report) disclosure to retail investors, and (b) the challenges, needs, behaviours, understanding, and preferences of retail investors with respect to MRFP (Fund Report) disclosure (the Literature Review). Second, the Consultant surveyed 604 Canadian retail investors who currently own investment fund securities to determine their preferences with respect to MRFP (Fund Report) disclosure (the Survey), with 23% of participants completing the survey in French. Third, based on the Literature Review and the Survey, the Consultant identified behavioural barriers that might impede retail investors from using the MRFP, and suggested evidence-based interventions to address the barriers (the Behavioural Barriers Report). The Literature Review, the Survey and the Behavioural Barriers Report can be found in the Investment Fund Continuous Disclosure Modernization Final Report prepared by the Consultant and published September 19, 2024 (the Investor Testing Report) on the website of the CSA.

Based on the information provided in the Literature Review, Survey, and Behavioural Barriers Report, as well as other sources of feedback on the MRFP (namely comments provided in response to the Project RID Publication for Comment, comments provided in response to OSC Staff Notice 11-784 and the recommendations of the Capital Markets Modernization Taskforce (Ontario)), the CSA developed three alternative designs for the MRFP, which will be referred to as Mock-Up 1, Mock-Up 2 and Mock-Up 3 (the Mock-Ups). The Consultant and the Ontario Securities Commission Investor Office also provided feedback on the effectiveness of the Mock-Ups at implementing the behavioural science-based recommendations outlined in the Behavioural Barriers Report. The Consultant then carried out a randomized controlled trial (RCT) to test the effectiveness of each of the Mock-Ups against each other and against a control MRFP designed to replicate an existing MRFP available today (the Control MRFP). The RCT was carried out with 2820 Canadian retail investors. Participants were either current or past owners of investment fund securities and 25% of the participants completed the study in French. English and French versions of the Control MRFP and the Mock-Ups can be found in the Investor Testing Report.

The investor testing focused on seven different outcome measures. The primary outcome measure was a score generated based on correct responses to 13 wide-ranging questions on the content of the documents that were tested (described as the "Core Comprehension" measure in the Investor Testing Report). The results of the RCT indicated that each of the Mock-Ups outperformed the Control MRFP. They also indicated that Mock-Up 3 scored the best, as compared to the Control MRFP, on the primary outcome measure, and better than the other Mock-Ups on most of the other outcome measures that were used to assess the documents. A description of the outcome measures, a detailed review of how the testing was carried out, and the results of the RCT, are available in the Investor Testing Report.

Upon conclusion of the RCT and upon a detailed review the investor testing results, the CSA sought the Consultant's advice on additional opportunities to further improve the investor experience with Mock-Up 3. It was suggested that further simplifying the content of Mock-Up 3 would be the best approach. The CSA further streamlined Mock-Up 3, which forms the basis of the revised Form 81-106F1 being published for comment as part of the Proposed Amendments (the Proposed Form 81-106A). Material post-testing revisions made to Mock-Up 3 are set out in Annex D -- Material Modifications to Mock-Up 3 Following Completion of Investor Testing. A sample modified version of Mock-Up 3 is proposed to be added to 81-106CP and is published for comment in the Proposed Changes. Publication of a sample document follows the approach used for the Fund Facts and ETF Facts. The sample is for illustrative purposes only.

As substantiated by the investor testing carried out by the Consultant, we are of the view that, as compared to the MRFP, the proposed Fund Report is easier to read and understand, is more likely to be read, is easier to use in making decisions, is more likely to be seen as containing an appropriate amount of information, and is easier to navigate. We are also of the view that the streamlined document will be significantly less burdensome for IFMs to prepare.{19}

The Proposed Amendments related to Workstream One impact the following National Instruments: NI 41-101, NI 44-101, NI 81-101, NI 81-102, NI 81-106, and NI 81-107. MI 11-103 will also be impacted in jurisdictions where that instrument applies. The Proposed Changes related to Workstream One impact the following policies: NP 11-207, NP 12-202, NP 12-203, 41-101CP, 81-101CP, 81-102CP, and 81-106CP.

(b) Workstream Two -- Conflicts Reports: Exemption from Select Conflict of Interest Reporting Requirements in Securities Legislation Where Other Similar Reporting Requirements are Met

We are proposing amendments to provide exemptions from certain statutory requirements in a number of jurisdictions that impose an obligation on IFMs to file reports with respect to specified types of related party transactions. In some instances, the types of related party transactions that are subject to reporting requirements are already subject to substantially similar reporting requirements in NI 81-107. The types of related party transactions in focus are the following:

(a) a purchase or sale of securities between an investment fund and any related person or company;

(b) a purchase or sale effected by an investment fund through a related person or company with respect to which the related person or company received a fee from the investment fund, the other party to the transaction, or both;

(c) a transaction in which the investment fund is a joint participant with at least one related person or company, excluding arrangements relating to insider trading in portfolio securities.

The statutory requirements at issue are identified in proposed Appendix E to NI 81-102. Provisions have not been identified for Manitoba, Quebec, or Prince Edward Island, as those jurisdictions do not possess equivalent reporting requirements in their respective securities acts.

We note the following subsections of NI 81-107:

(a) subsection 6.2(1), which concerns an investment fund making or holding an investment in the security of an issuer related to it, to its manager, or to an entity related to its manager;

(b) subsection 6.3(1), which concerns an investment fund making an investment in the secondary market in a non-exchange traded debt security of an issuer related to it, to its manager, or to an entity related to the manager, and where the investment fund continues to hold the debt security;

(c) subsection 6.4(1), which concerns an investment fund making an investment in a long-term debt security of an issuer related to it, to its manager, or to an entity related to the manager, if the investment is made under a distribution of the long-term debt security of that issuer, and where the investment fund continues to hold the debt security.

Transactions carried out in accordance with subsections 6.2(1), 6.3(1) and 6.4(1) of NI 81-107 are subject to their own, existing annual filing requirements which are set out in subsections 6.2(2), 6.3(3) and 6.4(2) of NI 81-107. Accordingly, the proposed exemptions from the overlapping statutory reporting requirements in the applicable securities acts are intended to provide greater clarity around reporting obligations by standardizing information requirements and removing unnecessary duplication.

In this context, we are proposing the creation of a new, standardized form to be used for the filing of related party transaction reports under subsections 6.2(2), 6.3(3) and 6.4(2) of NI 81-107 (the Proposed Form 81-107A). The new, standardized form will require the disclosure of key details regarding related party transactions. We propose that when the form is filed, the statutory reporting requirements in proposed Appendix E to NI 81-102 will not apply.

The details required pursuant to the Proposed Form 81-107A do not generally include all of the disclosure elements required by the statutory requirements identified in proposed Appendix E to NI 81-102. Additionally, the reports required pursuant to subsections 6.2(2), 6.3(3) and 6.4(2) of NI 81-107 must be filed annually while reports filed pursuant to the statutory requirements identified in proposed Appendix E to NI 81-102 are required to be filed more frequently, for example within 30 days after the end of the month in which the transaction occurs. We are of the view that the streamlining of information reporting requirements and the reduced frequency of filing associated with the proposed exemption will not harm investor protection or efficiency of the markets. Our proposals in this area will ensure clear, standardized disclosure of information relevant to select related party transactions.

The Proposed Amendments related to Workstream Two impact the following National Instruments: NI 81-102 and NI 81-107. The Proposed Changes related to Workstream Two impact 81-107CP.

(c) Workstream Three -- Financial Statements: Elimination of Certain Class or Series-Level Disclosures from the Investment Fund Financial Statement Reporting Requirements

We are proposing amendments to remove the requirement to prepare certain class- or series-level disclosures that are not required by IFRS, in the Statement of Comprehensive Income, the Statement of Changes in Financial Position, and the notes to the financial statements. In particular, we are proposing all of the following amendments:

(a) delete the requirement in items 18 and 19 of section 3.2 of NI 81-106 to provide class or series-level disclosure of the increase or decrease in total equity from operations or net assets attributable to securityholders from operations, in total and on a per security basis, in the Statement of Comprehensive Income;

(b) delete the requirement in section 3.3 of NI 81-106 to provide a breakdown of each line item in the Statement of Changes in Financial Position, by each class or series;

(c) delete the requirement in paragraph (c) of item 2 of subsection 3.6(1) of NI 81-106 to provide disclosure in the notes to the financial statements identifying the differences between classes or series, including differences in sales charges and management fees.

We are of the view that for investment funds with multiple classes or series, the disclosures identified in paragraphs (a) and (b) above, can become excessively lengthy and complex. This makes it difficult for investors to read and understand the information presented in the financial statements. Given the minimal utility of the disclosure for investors (as it does not assist the typical investor in making decisions regarding their investment fund holdings), the required class or series-level disclosure is unduly burdensome for investment funds to prepare. Regarding the disclosure identified in paragraph (c) above, we note that class- or series-level disclosure regarding sales charges and management fees is available in other regulatory documents, such as the prospectus,{20} Fund Facts{21} and ETF Facts{22}.

We note that the Proposed Amendments will not impact investors' ability to access certain important class- or series-level disclosure in the financial statements. In particular, the total equity or net assets attributable to securityholders for each class or series, and per security of each class or series, will continue to be required in the Statement of Financial Position pursuant to items 14 and 15 of section 3.1 (Statement of Financial Position) of NI 81-106.

We have not proposed to eliminate the requirement for an investment fund to prepare an annual and interim Statement of Investment Portfolio as part of its annual financial statements and interim financial report. The Statement of Investment Portfolio provides comprehensive information about the investment portfolio of an investment fund that is not disclosed in other regulatory documents. The information can be used to provide investors with information to determine whether the holdings of their investment fund overlap with those of other investments they already hold, as well as provide transparency to investors seeking to understand the fair value assigned to the holdings of their investment fund. We also note that the SEC requires that investment funds prepare a Schedule of Investments,{23} and that the FCA requires that a list of a fund's investments be prepared as part of the authorized fund manager's report in both the annual and half yearly reports.{24}

We also have not proposed to relocate the Statement of Investment Portfolio to a location outside of the annual financial statements and interim financial report of an investment fund (e.g., as a new separate filing requirement or as a requirement for posting to the designated website of an investment fund). We are of the view that the Statement of Investment Portfolio is an important component of the annual financial statements and interim financial report, and should be presented alongside the other required documents within them. We are also of the view that the Statement of Investment Portfolio should remain subject to a filing requirement.

The Proposed Amendments related to Workstream Three impact NI 81-106. There are no Proposed Changes related to Workstream Three.

(d) Additional Initiative -- Implementation of Fund Expense Ratio into Fund Facts and ETF Facts

We are proposing amendments to implement the FER Revisions. The FER was implemented into some regulatory documents as part of the Total Cost Reporting (TCR) for Investment Funds and Segregated Funds joint publication of the CSA and Canadian Council of Insurance Regulators publication, dated April 20, 2023 (the TCR Amendments).{25} We are proposing to replace the following references in the Fund Facts and ETF Facts:

(a) in the "Quick facts" section, replace the reference to "Management expense ratio (MER)" with a reference to FER;

(b) in the "How much does it cost?" section, replace the reference to "Fund expenses" in the "Fund/ETF expenses" table, with a reference to FER.

These revisions are intended to create alignment between the use of the FER in the proposed Fund Report, as well as the use of FER that will, pursuant to the TCR Amendments, be required in the annual report on charges and other compensation prepared under section 14.17 of NI 31-103.

The Proposed Amendments related to this Additional Initiative impact NI 41-101 and NI 81-101. There are no Proposed Changes related to this Additional Initiative.

(e) Additional Initiative -- Minor Revisions Related to the Version of Form 81-101F1 Contents of Simplified Prospectus that Came into Force on January 6, 2022

We are proposing several amendments of an editorial nature to the version of Form 81-101F1 that came into force on January 6, 2022. We are also proposing several minor amendments to Form 81-101F1 to address feedback received following its in-force date. These amendments aim to:

(a) provide an option for a mutual fund with multiple, separately bound Part B sections in its multiple simplified prospectus, to prepare a Part B Introduction at the end of the Part A section of its multiple simplified prospectus. This will permit a reader to more easily navigate that type of document;

(b) for a multiple simplified prospectus with separately bound Part A and Part B sections, eliminate the requirement to list the mutual funds to which the multiple simplified prospectus pertains, after the table of contents. This is on the basis that the front cover must contain such a listing. The requirement to identify where each Part B section can be found will be maintained;

(c) more clearly mandate disclosure of a mutual fund's start date in Part B of its simplified prospectus.

The Proposed Amendments related to this Additional Initiative impact NI 81-101. There are no Proposed Changes related to this Additional Initiative.

Transition/Effective Date

Subject to the nature of comments we receive, as well as any applicable regulatory requirements, we are proposing that, if approved, the Proposed Amendments will become effective approximately 3 months after the final publication date. However, we are also proposing to provide an exemption from compliance in respect of each Workstream and the FER Revisions, for approximately a 9-month period following the effective date. Please see Annex A -- Specific Questions for Comment Relating to the Proposed Amendments and Proposed Changes for a consultation question regarding the effective date of the final amendments and final changes, as well as the contemplated exemptions.

Request for Comments

Please submit your comments on the Proposed Amendments, the Proposed Changes, and the consultation questions in this Notice (see Annex A -- Specific Questions for Comment Relating to the Proposed Amendments and Proposed Changes). We cannot keep submissions confidential because securities legislation requires publication of a summary of written comments received during the comment period. All comments received will be posted on the website of each of the Alberta Securities Commission at www.asc.ca, the Ontario Securities Commission at www.osc.ca and the Autorité des marchés financiers at www.lautorite.qc.ca. Therefore, you should not include personal information directly in comments to be published. It is important you state on whose behalf you are making the submissions.

Deadline for Comments

Please submit your comments in writing, by email, on or before January 17, 2025.

Where to Send Your Comments

Address your submission to the CSA as follows:

Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA jurisdictions.

Contents of Annexes

The text of the Proposed Amendments and Proposed Changes is contained in the following annexes to this Notice, and is available on CSA member websites:

Questions

Please refer your questions to any of the following CSA staff:

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

{1} The British Columbia Securities Commission (BCSC) is not publishing the Proposed Amendments (as hereinafter defined) and the Proposed Changes (as hereinafter defined) for comment at this time. Staff of the BCSC anticipate doing so following the British Columbia provincial election.

{2} https://www.osc.ca/sites/default/files/2021-10/csa_20211007_41-101_reducing-regulatory-burden.pdf

{3} https://www.securities-administrators.ca/wp-content/uploads/2022/10/2022_2025CSA_BusinessPlan.pdf

{4} https://www.osc.ca/sites/default/files/pdfs/irps/ni_20190912_41-101_reducing-regulatory-burden-for-investment-fund-issuers.pdf.

{5} https://www.osc.ca/sites/default/files/2021-10/csa_20211007_41-101_reducing-regulatory-burden.pdf

{6} https://www.osc.ca/sites/default/files/pdfs/irps/20191119_reducing-regulatory-burden-in-ontario-capital-markets.pdf

{7} https://files.ontario.ca/books/mof-capital-markets-modernization-taskforce-final-report-en-2021-01-22-v2.pdf

{8} https://www.osc.ca/en/securities-law/instruments-rules-policies/8/81-106/csa-notice-and-request-comment-proposed-amendments-and-proposed-changes-implement-access-based

{9} See OSC Staff Notice 11-778 Behavioural Insights: Key Concepts, Applications and Regulatory Considerations for a report on how behavioural insights are being used to improve outcomes for investors and market participants.

{10} https://www.sec.gov/news/press-release/2022-193

{11} See the following paragraphs of Part B of the Current Form 81-106F1: 2.3(1)(c) (Unusual trends in redemptions or sales); 2.3(1)(d) (Changes to the components of revenue and expenses); 2.4(e) (Accounting policy changes); and 2.4(f) (Independent review committee composition changes).

{12} Please see our consultation question on this issue.

{13} https://www.osc.ca/sites/default/files/2021-10/csa_20211007_41-101_reducing-regulatory-burden.pdf

{14} See slides 74 and 75 of the Canadian Mutual Fund & Exchange-Traded Fund Investors Survey (2023) prepared by Pollara Strategic Insights for the Investment Funds Institute of Canada: https://www.ific.ca/wp-content/themes/ific-new/util/downloads_new.php?id=28669&lang=en_CA.

{15} https://www.sec.gov/files/33-11125-fact-sheet.pdf at page 1

{16} https://www.fca.org.uk/publication/discussion/dp23-2.pdf at page 39, paragraph 6.13 and also see the FCA Handbook (https://www.handbook.fca.org.uk/handbook/COLLG/2A/1.html) at COLLG 2A.1.5(4)

{17} https://www.esma.europa.eu/publications-and-data/interactive-single-rulebook/ucits, see Articles 68 and 69 of the European Union's UCITS Directive.

{18} http://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s292.html for annual reports and http://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s302.html for the half-year requirement

{19} We note, for example, that the English-language Control MRFP was 12 pages in length (13 in French) whereas the English-language Mock-Up 3 was 6 pages in length (7 in French). We also note that the Control MRFP was prepared in respect of an investment fund with 8 series, and that the size of the page reduction would have been less significant if it had fewer series, but even more significant if it had more series.

{20} See, for example, Item 9 (Fees and Expenses) of Part A of Form 81-101 F1 Content of Simplified Prospectus and Item 3.6 (Fees, Expenses and Returns) of Form 41-101F2 Information Required in an Investment Fund Prospectus.

{21} See Item 1 (Costs of Buying, Owning and Selling the Fund) of Part II of Form 81-101F3 Contents of Fund Facts Document.

{22} See Item 1 (Costs of Buying, Owning and Selling the ETF) of Part II of Form 41-101F4 Information Required in an ETF Facts Document.

{23} See section 30(e) of the Investment Company Act of 1940 and § 210.6-10 of Regulation S-X.

{24} See subsection (7A) of COLL 4.5.9R of the FCA Handbook (https://www.handbook.fca.org.uk/handbook/COLL/4/5.html) and section 3.13 of the Statement of Recommended Practice for financial statements of authorised funds issued by the Investment Management Association in May 2014 (https://www.theia.org/sites/default/files/2019-05/20140513-SORP2014.pdf).

{25} https://www.osc.ca/sites/default/files/2023-04/csa_20220420_31-103_nop-total-cost-reporting.pdf

Annex A -- Specific Questions for Comment Relating to the Proposed Amendments and Proposed Changes

ANNEX A

SPECIFIC QUESTIONS FOR COMMENT RELATING TO THE PROPOSED AMENDMENTS AND PROPOSED CHANGES

General

1. Other Areas for Modernization. Are there any other areas of the continuous disclosure regime for investment funds that should be modernized, and which have not been addressed as part of this project? Please provide detailed rationale for each suggestion.

2. Effective Dates and Exemptions. As described in the Notice, the CSA is proposing that the final amendments and final changes have an effective date of three months following final publication. However, the CSA is also proposing time-limited exemptions from compliance with the final amendments and final changes. In particular, we are proposing to provide an exemption from compliance in respect of each Workstream and the FER Revisions, for approximately a 9-month period following the effective date. (See also the transition provisions at the end of each amending instrument, which have been drafted with the intention to give effect to these arrangements.)

a. In respect of each Workstream and the FER Revisions, please comment on whether the proposed effective date is appropriate and whether the proposed length of the exemption from compliance is sufficient to enable investment funds to prepare for the new requirements. If not, provide alternative timelines and an explanation of how any additional time would be used.

b. In respect of Workstream One -- Fund Report, please comment on whether an investment fund that prepared an interim MRFP using the requirements set out in the Current Form 81-106F1 should be able to file its subsequent annual MRFP also using the requirements set out in the Current Form 81-106F1, even where the currently envisioned exemption period has ended. If yes, please explain why.

Workstream One -- Fund Report

3. Frequency of Preparation. Currently, an investment fund that is a reporting issuer must file an annual MRFP and an interim MRFP (see section 4.2 of NI 81-106) and an investment fund that is a reporting issuer and a scholarship plan must file an annual MRFP but is not required to file an interim MRFP (see section 4.3 of NI 81-106). We are proposing that these filing requirements would remain unchanged for the Fund Report. Please comment on whether this proposed approach meets investor needs for remaining current as to the status of their reporting issuer investment fund holdings.

4. Forward Looking Information. The Proposed Form 81-106A will require standardized language regarding forward looking information to be placed towards the beginning of a Fund Report (see proposed Item 3 of Part A), with an option to provide additional disclosure in the Other Material Information section at the end of the Fund Report. The standardized language is intended to be more easily understood by investors, and the option to provide additional disclosure later in the document is intended to provide investment funds with the flexibility to supplement the required language. Please comment on whether this proposed approach to forward looking information disclosure in the Fund Report meets investor needs for transparency around the forward-looking information, and the needs of investment funds. If not, please propose an alternative approach along with detailed rationale as to why the alternative approach would represent an improvement.

5. Years of FER Disclosure. The Costs section of the Proposed Form 81-106A includes a requirement to provide FER information for only one year, with a statement regarding any increase from the previous year in the summary, where such a summary is provided (see proposed Item 6 of Part A). Please comment on whether additional FER information should be required (e.g., two years' worth of information). Alternatively, please comment on whether increases or decreases in FER as compared to the last prepared Fund Report should be identified in their own column in the table that appears in the Costs section, with the corresponding removal of such information from the summary. If writing in support of a particular approach, please describe how the approach selected would support making the Fund Report easier to read and understand, easier to use, and easier to navigate, for investors, than the MRFP.

6. MER Without Waivers or Absorptions. The Proposed Form 81-106A requires the presentation of MER in the Costs section. No space has been included within the Costs section to disclose MER without waivers or absorptions, where expenses have been waived or absorbed. Instead, instructions have been provided to disclose MER without waivers or absorptions in the Other Material Information section, along with a cross-reference, in the Costs section, to that information (see proposed Item 6 of Part A). This approach to presenting MER without waivers or absorptions is being proposed because we are of the view that it assists in making the Fund Report easier to read and understand. Please comment on whether the proposed disclosure is effective in achieving this aim. If not, please propose an alternative approach (e.g. presenting MER without waivers or absorptions as a new column within the table in the Costs section) and explain why it would represent an improvement.

7. ESG-Specific Disclosure. The Proposed Form 81-106A includes a requirement that an investment fund provide a brief summary of the IFM's assessment of the investment fund's success in achieving its investment objectives and using its investment strategies to achieve those investment objectives, during the period covered by the Fund Report (see proposed Item 4 of Part A). Detailed instructions are also provided regarding how the disclosure should be completed in the case of an investment fund that has ESG-related aspects to its investment objectives or investment strategies. These instructions are not intended to create any additional burden for such investment funds. Rather, they are intended to clarify how those investment funds can appropriately satisfy the requirements that apply to all investment funds in that section. Please comment on whether these detailed instructions would make it challenging to provide concise disclosure in the Investment Objectives and Investment Strategies section of the Fund Report. If a challenge is identified, please provide details and suggest an alternative approach.

8. Classes/Series of Performance Information. The Proposed Form 81-106A includes a requirement that performance information be disclosed in respect of the class or series of the investment fund with the highest management fee, and any other class or series for which performance would vary based on a characteristic besides management fees (see proposed Item 7 of Part A). This varies from the Current Form 81-106F1, which requires that performance information for all classes or series be provided (see Item 4 of Part B of the Current Form 81-106F1). We are of the view that the proposed requirements for presenting performance information will generally reduce the number of classes or series for which performance information will need to be provided in a Fund Report. We are also of the view that this will have the effect of making the Performance section of the Fund Report easier to navigate for an investor, while presenting the most essential performance information for an investor to be aware of (i.e. the class or series of the investment fund with the highest management fee, and any other class or series for which performance would vary based on a characteristic besides management fees).

a. Please comment on whether this proposed approach for determining which classes or series of an investment fund for which performance information should be provided, meets investor needs for a Fund Report that is easy to navigate but which also contains sufficient information for an investor to make decisions. If not, please describe an alternative approach in detail that would meet the same objectives. In particular, provide specific criteria that might be used to determine which class or series of performance information should be included.

b. Should the proposed requirements for which classes or series of performance information be provided, be modified to also require the disclosure of performance information for the class or series with the lowest management fee that is available for purchase by a retail investor? We are particularly interested in feedback on this issue given the increasing popularity of no-load classes or series and fee-based accounts.

c. For situations where a particular class or series of an investment fund has the highest management fee but no performance information that can be disclosed, please propose an alternative form of disclosure.

d. Please comment on whether investment funds should be required to present performance information on their designated website for any class or series that does not have its performance information included in a Fund Report, together with a cross-reference to such information in the Fund Report. If yes, provide detailed comments on the challenges that an IFM would face in meeting this requirement.

9. Related Party Transactions. The Proposed Form 81-106A does not include a section requiring disclosure pertaining to related party transactions. Instead, a different requirement has been developed and added as an appendix (to be prepared by the IFM) to the annual report to securityholders that an investment fund's IRC must prepare pursuant to section 4.4 of NI 81-107. This contrasts with the Current Form 81-106F1 which includes a section entitled "Related Party Transactions" (see Item 2.5 of Part B of the Current Form 81-106F1). Please comment on whether this proposed approach to disclosure regarding related party transactions is an effective method of providing this information to investors while ensuring that the Fund Report contains the appropriate amount of information and is easy to navigate.

10. Liquidity. Investment fund liquidity risk management is an area of increasing regulatory focus. We are of the view that investors should have access to in-depth yet understandable disclosure regarding the liquidity of the investments held in the investment portfolio of their investment fund. For this reason, the Proposed Form 81-106A includes a Liquidity Profile section (see Item 11 of Part A of the Proposed Form 81-106A). The Current Form 81-106F1 does not contain a comparable requirement. Please comment on whether the disclosure proposed for the Liquidity section of the Fund Report is understandable to investors and contains the appropriate amount of information for them. If not, please describe in detail an alternative approach.

11. Scholarship Plan MER. The Proposed Form 81-106A requires that a scholarship plan provide its MER, and where applicable, its MER without waivers and absorptions (see Item 6 of Part A of the Proposed Form 81-106A). In contrast, the Current Form 81-106F1 does not require that a scholarship plan provide such information (see Item 3.2 of Part B of the Current Form 81-106F1).

a. Please comment on whether an investor in a scholarship plan would find this information less useful than an investor in another type of investment fund. If yes, please provide a detailed explanation.

b. Please comment on whether scholarship plans will experience any unique challenges in preparing this information for a Fund Report. If so, describe the challenges in detail and explain whether there are any ways through which scholarship plans can address those challenges.

12. Other Material Information. The Proposed Form 81-106A includes a section entitled "Other Material Information" (see Item 13 of Part B of the Proposed Form 81-106A). A similar section is also present in the Current Form 81-106F1 (see Item 6 of Part B of the Current Form 81-106F1). Please comment on whether there are alternative methods for presenting the information that might currently be placed in this section. When responding, please consider not only the disclosure requirements of the section itself but also any places in the Proposed Form 81-106A where cross-references to the Other Material Information section are a possibility (e.g. the Forward Looking Information section for supplementary disclosure an investment fund wishes to provide, and the Costs section for information on MER without waivers and absorptions -- see Items 3 and 6, respectively, of Part A of the Proposed Form 81-106A).

13. Designated Website Disclosure. Under subsection 16.1.2(1) of NI 81-106, an investment fund must designate one qualifying website on which the fund intends to post disclosure as required by securities legislation. Please comment on whether any disclosure from the Fund Report should be removed and, instead, replaced with a requirement to place that disclosure on the designated website of an investment fund. If yes, please provide details regarding any challenges that an IFM might face with respect to such placement and comment on whether such disclosure should be subject to a separate filing requirement.

14. Cross-References to Designated Website. The Proposed Form 81-106A includes several cross references to information that may be available on the designated website of an investment fund (see Item 5 of Part A of the Proposed Form 81-106A which references Quarterly Portfolio Disclosure, and Item 7 of Part A of the Proposed Form 81-106A which references performance information where it is available). Please comment on whether any other information that is, or may be, disclosed on the designated website of an investment fund, should also be cross-referenced in the Fund Report.

15. Modifications for Specific Investment Funds. The Proposed Form 81-106A has been prepared in such a way that it will be applicable to all types of reporting issuer investment funds, with modifications for scholarship plans where appropriate (see Item 9 of Part A of Form 81-106F1). This mirrors the approach taken in the Current Form 81-106F1. Please comment on whether any additional modifications to the Proposed Form 81-106A are required for certain types of investment funds. We are particularly interested in types of investment funds that are less commonly held than conventional mutual funds and ETFs. Identify specific situations where additional instructions would be beneficial, as well as sample instruction language. Please also comment on whether any proposals would create concerns around maintaining a Fund Report that is easy to read and understand, as well as easy to use in making decisions.

16. Additional Suggestions. Please comment on whether the content and format of the Fund Report can be further enhanced to support the needs of investors and other stakeholders, to the extent such comments have not already been provided as part of responses to earlier questions. Please support any comments with reference to findings in the Investor Testing Report or other applicable research. Where other research is referenced, please provide citations.

17. Investor Education. The CSA wants to ensure that investors understand why the MRFP is being replaced with the Fund Report. The CSA also wants to ensure that investors understand the new features and content within the document. Several avenues are being considered to achieve these aims, including a digital campaign and an annotated Fund Report.

a. Please comment on whether these types of educational tools would be sufficient to support investor understanding of the Fund Report. If not, please provide detailed suggestions regarding additional measures that the CSA should consider.

b. Please comment on how IFMs and investment fund dealers can play a role in supporting efforts to help investors understand the Fund Report. Please also comment on how the CSA can facilitate IFM and dealer efforts in this regard.

Workstream Two -- Conflicts

18. Additional Disclosure Elements. The Proposed Form 81-107A will serve as a new, standardized form to be used for the filing of related party transaction reports under subsections 6.2(2), 6.3(3) and 6.4(2) of NI 81-107. The types of transactions to which the Proposed Form 81-107A applies, include purchases by an investment fund but not transactions where the investment fund took part in the sale of securities. Please comment on whether any stakeholders would be disadvantaged by sale information being left out of the Proposed Form 81-107A. If any stakeholders are identified, please provide details on how they would use the sale information, if provided.

Workstream Three -- Financial Statements

19. Stakeholders that would Benefit from Maintaining Disclosure. As part of the Proposed Amendments for this Workstream, we are proposing to eliminate certain class- or series-level disclosure requirements under Part 3 of NI 81-106 that are not required by IFRS. Please comment on whether any stakeholders would benefit from these disclosure requirements remaining in place. If any stakeholders are identified, please provide details on how they currently use such information and comment on whether any alternative sources of information are available.

Additional Initiative -- Implementation of Fund Expense Ratio into Fund Facts and ETF Facts

20. Timing Considerations. The Proposed Amendments implement the FER into the Fund Facts and ETF Facts, namely the "Quick facts" and the "How much does it cost?" sections of those documents. Please comment on whether there are any timing issues that should be considered with respect to the implementation of these Proposed Amendments, given that the TCR Project amendments are expected to come into effect on January 1, 2026, subject to certain transition periods. When commenting, please consider that the effective date of the amendments and changes being proposed as part of this initiative have not yet been finalized.

Annex B-1 -- Proposed Amendment to Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions

ANNEX B-1

PROPOSED AMENDMENT TO MULTILATERAL INSTRUMENT 11-103 FAILURE-TO-FILE CEASE TRADE ORDERS IN MULTIPLE JURISDICTIONS

1. Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions is amended by this Instrument.

2. Section 1 is amended in paragraph (c) of the definition of "specified default" by replacing "management report of fund performance" with "fund report".

Transition

3. Before [•+1 year and 9 months], if an investment fund that is a reporting issuer has not filed, within the time period prescribed, an annual or interim fund report or annual or interim management report of fund performance, the reference to "annual or interim fund report" in paragraph (c) of the definition of "specified default" in section 1 of Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions must be read as a reference to "annual or interim fund report or annual or interim management report of fund performance".

Effective Date

4. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-2 -- Proposed Changes to National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions

ANNEX B-2

PROPOSED CHANGES TO NATIONAL POLICY 11-207 FAILURE-TO-FILE CEASE TRADE ORDERS AND REVOCATIONS IN MULTIPLE JURISDICTIONS

1. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions is changed by this Document.

2. Section 3 is changed by repealing the definition of "MRFP".

3. Section 3 is changed by adding the following definition:

"fund report" means a fund report as defined in National Instrument 81-106 Investment Fund Continuous Disclosure.

4. Section 24 is changed by replacing "MRFP" with "fund report".

5. Section 25 is changed by replacing "MRFP" wherever it occurs with "fund report".

6. These changes become effective on [•].

Annex B-3 -- Proposed Changes to National Policy 12-202 Revocation of Certain Cease Trade Orders

ANNEX B-3

PROPOSED CHANGES TO NATIONAL POLICY 12-202 REVOCATION OF CERTAIN CEASE TRADE ORDERS

1. National Policy 12-202 Revocation of Certain Cease Trade Orders is changed by this Document.

2. Section 2 is changed by repealing the definition of "MRFP".

3. Section 2 is changed by adding the following definition:

"fund report" means a fund report as defined in National Instrument 81-106 Investment Fund Continuous Disclosure.

4. Section 6 is changed by replacing "MRFP" wherever it occurs with "fund report".

5. These changes become effective on [•].

Annex B-4 -- Proposed Change to National Policy 12-203 Management Cease Trade Orders

ANNEX B-4

PROPOSED CHANGE TO NATIONAL POLICY 12-203 MANAGEMENT CEASE TRADE ORDERS

1. National Policy 12-203 Management Cease Trade Orders is changed by this Document.

2. Section 2 is changed by replacing "MRFP" with "fund report" in the definition of "specified requirement".

3. This change becomes effective on [•].

Annex B-5 -- Proposed Amendments to National Instrument 41-101 General Prospectus Requirements

ANNEX B-5

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument.

2. Subsection 4.1(2) is amended by replacing "management reports of fund performance" with "fund reports".

3. Section 4.4 is amended

(a) in subsection (1) by replacing "management report of fund performance" with "fund report", and

(b) in subsection (2) by replacing "management report of fund performance" with "fund report".

4. Appendix F is amended

(a) in subparagraph (ii) of paragraph (q) by replacing "management report of fund performance" with "fund report", and

(b) in subparagraph (iii) of paragraph (r) by replacing "management report of fund performance" with "fund report".

5. Form 41-101F2 Information Required in an Investment Fund Prospectus is amended

(a) in Item 1.15 by replacing "management report of fund performance" with "fund report" wherever it occurs,

(b) in subsection (4) of Item 3.6 by replacing "the most recently filed fund annual management report of fund performance" with "previously filed annual fund reports",

(c) by replacing Item 9 with the following:

Item 9: -- Fund Report

9.1 -- Fund Report

Unless the investment fund's most recently filed fund report is incorporated by reference under Item 37 or attached to the prospectus under Item 38, provide, under the heading "Fund Report", the disclosure required under Items 3 to 13 of Part A of Form 81-106A for the period covered by the financial statements required under Item 38.,

(d) in Item 11.1 by replacing "the most recently filed annual management report of fund performance" with "previously filed fund reports",

(e) in Item 37.1 by replacing "management report of fund performance" with "fund report" wherever it occurs, and

(f) by replacing Item 38.3 with the following:

38.3 -- Fund Reports

Unless incorporated by reference under Item 37, include in the prospectus the most recently filed interim fund report, if filed after the most recently filed annual fund report and include the most recently filed annual fund report..

6. Form 41-101F3 Information Required in a Scholarship Plan Prospectus is amended

(a) in subsection (1) of Item 4.1 of Part B by replacing "management report of fund performance" with "fund report",

(b) in subsection (2) of Item 15.1 of Part B by replacing "management report of fund performance" with "fund report", and

(c) in Item 11.1 of Part C by replacing "the most recently filed annual management report of fund performance" with "previously filed fund reports".

7. Form 41-101F4 Information Required in an ETF Facts Document is amended

(a) in subsection (1) of Item 2 of Part I by replacing "Management expense ratio (MER)" with "Fund expense ratio (FER)" in the table,

(b) by replacing subsection (3) of the Instructions under Item 2 of Part I with the following:

(3) Use the fund expense ratio (FER) determined by adding the management expense ratio (MER) disclosed in the most recently filed fund report for the ETF and the trading expense ratio (TER) disclosed in the most recently filed fund report for the ETF. The MER must be net of fee waivers or absorptions and, despite subsection 15.1(2) of National Instrument 81-106 Investment Fund Continuous Disclosure, need not include any additional disclosure about the waivers or absorptions. For a newly established ETF that has not yet filed a fund report, state that the MER is not available because it is a new ETF.,

(c) in subsection (9) of the Instructions under Item 3 of Part I by replacing "filed management report of fund performance" with "prepared quarterly portfolio disclosure",

(d) in subsection (11) of the Instructions under Item 3 of Part I by replacing "management report of fund performance" with "quarterly portfolio disclosure",

(e) in subsection (2) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report" and "ETF expenses" on the left side of the table with "Fund expense ratio (FER)",

(f) in subsection (3) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report" and "ETF's expenses were" with "ETF's FER was",

(g) in subsection (4) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report",

(h) by replacing subsection (2) of the Instructions under Item 1.3 of Part II with the following:

(2) Use the management expense ratio (MER) disclosed in the most recently filed fund report for the ETF. The MER must be net of fee waivers or absorptions and, despite subsection 15.1(2) of National Instrument 81-106 Investment Fund Continuous Disclosure, need not include any additional disclosure about the waivers or absorptions. For a newly established ETF that has not yet filed a fund report, state that the MER is not available because it is a new ETF. If applicable, include a reference to any fixed administration fees in the management expense ratio description required in the table under Item 1.3(2) of Part II of this Form.,

(i) by replacing subsection (3) of the Instructions under Item 1.3 of Part II with the following:

(3) Use the trading expense ratio (TER) disclosed in the most recently filed fund report for the ETF.,

(j) by replacing subsection (4) of the Instructions under Item 1.3 of Part II with the following:

(4) Use the FER disclosed in Item 2 of Part I of this Form. Use a bold font or other formatting to indicate that the FER represents the total of all ongoing expenses set out in the chart and does not represent a separate expense charged to the ETF., and

(k) in subsection (5) of the Instructions under Item 1.3 of Part II by replacing "management report of fund performance" with "fund report".

Transition

8. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report and an interim fund report, the reference to "fund reports" in subsection 4.1(2) of National Instrument 41-101 General Prospectus Requirements must be read as a reference to "fund reports and management reports of fund performance".

9. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report and an interim fund report, a reference to "fund report" in subsections 4.4(1) and subsection 4.4(2) of National Instrument 41-101 General Prospectus Requirements must be read as a reference to "fund report or management report of fund performance, as applicable".

10. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report or interim fund report, a reference to "fund report" in subparagraph (q)(ii) or subparagraph (r)(iii) in Appendix F of National Instrument 41-101 General Prospectus Requirements must be read as a reference to "management report of fund performance".

11. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report, a reference to "annual fund report" in Item 1.15 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "annual management report of fund performance".

12. Before [•+1 year and 9 months], if an investment fund has not filed an interim fund report, a reference to "interim fund report" in Item 1.15 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "interim management report of fund performance".

13. Before [•+6 years], if an investment fund has not filed 5 annual fund reports, a reference to "previously filed annual fund reports" in subsection 3.6(4) of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "the most recently filed annual management report of fund performance" or "previously filed annual fund reports and the most recently filed annual management report of fund performance", as applicable.

14. Before [•+9 months], if an investment fund has not filed a fund report, Item 9 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as the following:

ITEM 9: MANAGEMENT DISCUSSION OF FUND PERFORMANCE

9.1 Management Discussion of Fund Performance

Unless the investment fund's most recently filed management report of fund performance is incorporated by reference under Item 37 or attached to the prospectus under Item 38, provide, under the heading "Management Discussion of Fund Performance", management's discussion of fund performance in accordance with sections 2.3, 2.4, 2.5, 3, 4, 5 and 6 of Part B of Form 81-106F1 as it was in force on [•-1], for the period covered by the financial statements required under Item 38.

15. Before [•+5 years and 9 months], if an investment fund has not filed 5 annual fund reports, a reference to "previously filed annual fund reports" in Item 11.1 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "the most recently filed annual management report of fund performance" or "previously filed annual fund reports and the most recently filed annual management report of fund performance", as applicable.

16. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report, a reference to "annual fund report" in Item 37.1 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "annual management report of fund performance".

17. Before [•+1 year and 9 months], if an investment fund has not filed an interim fund report, a reference to "interim fund report" in Item 37.1 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as a reference to "interim management report of fund performance".

18. Before [•+1 year and 9 months], if an investment fund filed an interim fund report after the most recently filed annual management report of fund performance, Item 38.3 of Form 41-101F2 Information Required in an Investment Fund Prospectus must be read as the following:

38.3 Fund Report and Management Report of Fund Performance

Unless incorporated by reference under Item 37, include in the prospectus the most recently filed interim fund report, if filed after the most recently filed annual management report of fund performance and include the most recently filed annual management report of fund performance.

19. Before [•+1 year and 9 months], if a scholarship plan has not filed an annual fund report, a reference to "annual fund report" in subsections 4.1(1) and 15.1(2) of Part B of Form 41-101F3 Information Required in a Scholarship Plan Prospectus must be read as a reference to "annual management report of fund performance".

20. Before [•+5 years and 9 months], if a scholarship plan has not filed 5 annual fund reports, a reference to "previously filed fund reports" in item 11.1 of Part C of Form 41-101F3 Information Required in a Scholarship Plan Prospectus must be read as a reference to "the most recently filed annual management report of fund performance" or "the most recently filed annual management report of fund performance and previously filed annual fund reports", as applicable.

21. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the first reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

22. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the second reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

23. Before [•+9 months], if an ETF has not filed a fund report or a management report of fund performance, the third reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "fund report or a management report of fund performance".

24. Before [•+1 year], if an ETF invests substantially all of its assets directly or indirectly (through the use of derivatives) in securities of one other mutual fund, the other mutual fund has not prepared a fund report and the other mutual fund's most recently filed management report of fund performance was filed after the other mutual fund's most recent quarterly portfolio disclosure was prepared, the reference to "prepared quarterly portfolio disclosure" in subsection (9) of the Instructions under Item 3 of Part I of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "filed management report of fund performance".

25. Before [•+1 year], if the disclosure relating to the investment portfolio subgroup breakdown of an ETF contained in the ETF's management report of fund performance is more recent than the disclosure relating to the investment portfolio subgroup breakdown of the ETF contained in its quarterly portfolio disclosure, the reference to "quarterly portfolio disclosure" in subsection (11) of the Instructions under Item 3 of Part I of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

26. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the reference to "fund report" in subsections (2) and (3) of Item 1.3 of Part II of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

27. Before [•+1 year and 3 months], if an investment fund complies with Parts 4, 5, 6 and 7 of National Instrument 81-106 Investment Fund Continuous Disclosure as they were in force on [•-1], subsections (2) and (3) of Item 1.3 of Part II of Form 41-101F4 Information Required in an ETF Facts Document as amended by this Instrument do not apply to the investment fund.

28. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the reference to "fund report" in subsection (4) of Item 1.3 of Part II of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

29. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the reference to "fund report" in subsection (3) of the Instructions under Item 1.3 of Part II of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

30. Before [•+1 year and 3 months], if an investment fund complies with Parts 4, 5, 6 and 7 of National Instrument 81-106 Investment Fund Continuous Disclosure as they were in force on [•-1], the following provisions of Form 41-101F4 Information Required in an ETF Facts Document as amended by this Instrument do not apply to the investment fund:

(a) Item 2 of Part I;

(b) subsection (3) of the Instructions under Item 2 of Part I;

(c) subsections (2) and (3) of Item 1.3 of Part II;

(d) subsections (2), (3) and (4) of the Instructions under Item 1.3 of Part II.

31. Before [•+1 year and 3 months], if an ETF has not filed a fund report, the reference to "fund report" in subsection (5) of the Instructions under Item 1.3 of Part II of Form 41-101F4 Information Required in an ETF Facts Document must be read as a reference to "management report of fund performance".

Effective Date

32. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-6 -- Proposed Change to Companion Policy 41-101 General Prospectus Requirements

ANNEX B-6

PROPOSED CHANGE TO COMPANION POLICY 41-101 GENERAL PROSPECTUS REQUIREMENTS

1. Companion Policy 41-101 General Prospectus Requirements is changed by this Document.

2. Subsection (6) of section 5A.3 is changed by replacing "management report of fund performance" with "fund report or prepares quarterly portfolio disclosure".

3. This change becomes effective on [•].

Annex B-7 -- Proposed Amendment to National Instrument 44-101 Short Form Prospectus Distributions

ANNEX B-7

PROPOSED AMENDMENT TO NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS

1. National Instrument 44-101 Short Form Prospectus Distributions is amended by this Instrument.

2. Section 1.1 is amended in the definition of "MD&A" by replacing "management report of fund performance" with "fund report".

Transition

3. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report and an interim fund report, the reference to "fund report" in the definition of "MD&A" in section 1.1 of National Instrument 44-101 Short Form Prospectus Distributions must be read as "management report of fund performance or annual or interim fund report".

Effective Date

4. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-8 -- Proposed Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure

ANNEX B-8

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE

1. National Instrument 81-101 Mutual Fund Prospectus Disclosure is amended by this Instrument.

2. Section 3.1 is amended

(a) in Item 1.4 by replacing "management report of fund performance" wherever it occurs with "fund report",

(b) in Item 4 by replacing "management report of fund performance" with "fund report", and

(c) in Item 5 by replacing "management report of fund performance" wherever it occurs with "fund report".

3. Section 3.1.3 is amended by replacing "management report of fund performance" with "fund report".

4. Appendix A is amended

(a) in subparagraph (n)(ii) by replacing "management report of fund performance" with "fund report", and

(b) in subparagraph (o)(iii) by replacing "management report of fund performance" with "fund report".

5. Form 81-101F1 Contents of Simplified Prospectus is amended

(a) in subsection 1.1(4) of Part A by replacing "until receipts for this document are obtained by the mutual fund" with "until [a receipt/ receipts] for this document [is/are] obtained by the mutual fund",

(b) in subsection 2.2(3) of Part A by deleting "a list of the mutual funds to which the simplified prospectus pertains and",

(c) in Item 3 of Part A by replacing "management report of fund performance" wherever it occurs with "fund report",

(d) in Item 12 of Part A by replacing "set by law in the applicable province or territory."" with "set by law in the applicable province or territory.",

(e) by adding the following:

Item 19 -- Part B Introduction

(1) For a multiple SP in which the Part B sections are bound separately from the Part A section and any Part B section is bound separately from any other Part B section, at the option of the mutual fund, disclose under the heading "What Is a Mutual Fund and What Are the Risks of Investing in a Mutual Fund?" all of the following:

(a) a brief general description of the nature of a mutual fund;

(b) the risk factors and other investment considerations that an investor should take into account that are associated with investing in mutual funds generally.

(2) At a minimum, in response to the requirements of subsection (1), include disclosure in substantially the following words:

"Mutual funds own different types of investments, depending upon the fund's investment objectives. The value of these investments will change from day to day, reflecting changes in interest rates, economic conditions and market and company news. As a result, the value of a mutual fund's [units/shares] may go up and down, and the value of your investment in a mutual fund may be more or less when you redeem it than when you purchased it.

[If applicable], The full amount of your investment in any [name of mutual fund family] mutual fund is not guaranteed.

Unlike bank accounts or GICs, mutual fund [units/shares] are not covered by the Canada Deposit Insurance Corporation or any other government deposit insurer."

(3) For a multiple SP in which the Part B sections are bound separately from the Part A section and any Part B section is bound separately from any other Part B section, at the option of the mutual fund, include any information that is applicable to more than one of the mutual funds, including for greater certainty, all of the following:

(a) explanatory information;

(b) risk factors;

(c) investment considerations;

(d) investment restrictions;

(e) descriptions of the securities offered under the simplified prospectus;

(f) details regarding the name, formation and history of the mutual fund.

(4) Any information included in an introductory section under subsection (3) may be omitted elsewhere in the Part B section of the document.

INSTRUCTIONS:

(1) In providing disclosure under subsection (1), follow the instructions under Item 9 of Part B of this Form, as appropriate.

(2) Subsection (3) may be used to avoid the need for repetition of standard information in each Part B section of a multiple SP.

(3) Examples of explanatory information that may be disclosed under subsection (3) at the option of the mutual fund are

(a) definitions or explanations of terms used in each Part B section, such as "portfolio turnover rate" and "management expense ratio", and

(b) a discussion or explanation of the tables or charts that are required in each Part B section of the document.

(4) Examples of the risks that may be disclosed under subsection (3) at the option of the mutual fund are stock market risk, interest rate risk, foreign security risk, foreign currency risk, specialization risk and risk associated with the use of derivatives. If risk disclosure is provided under that subsection, the fund-specific disclosure about each mutual fund described in the document must contain a reference to the appropriate parts of this risk disclosure.

(5) A similar Item is contained in Item 2 of Part B of this Form. For a multiple SP in which the Part B sections are bound separately from the Part A section and any Part B section is bound separately from any other Part B section, a mutual fund organization may include this Item either at the end of the Part A section of the multiple SP, or at the beginning of the Part B section, at its option. In all other cases, this Item must be included at the beginning of the Part B section.,

(f) after subsection (4) of the Instructions to Item 2 of Part B by adding the following:

(5) A similar Item is contained in Item 19 of Part A of this Form. For a multiple SP in which the Part B sections are bound separately from the Part A section and any Part B section is bound separately from any other Part B section, a mutual fund organization may include this Item either at the end of the Part A section of the multiple SP, or at the beginning of the Part B section, at its option. In all other cases, this Item must be included at the beginning of the Part B section.,

(g) in subsection (2) of Item 8 of Part B by replacing "was formed and the date and manner of its formation"with "was formed, the date and manner of its formation and the date on which it started", and

(h) in subsection (2) of Item 12 of Part B by replacing "management reports of fund performance" with "fund reports".

6. Form 81-101F2 Contents of Annual Information Form is amended in subsection (2) of Item 24 by replacing

(a) "Fund[s]" wherever it occurs with "fund[s]",

(b) "Fund['s/s']" with "fund['s/s']", and

(c) "management reports of fund performance" with "fund reports".

7. Form 81-101F3 Contents of Fund Facts Document is amended

(a) in Item 2 of Part I by replacing "Management expense ratio (MER):" with "Fund expense ratio (FER):" in the table;

(b) by replacing subsection (3) of the Instructions under Item 2 of Part I with the following:

(3) Use the sum of the management expense ratio (MER) and the trading expense ratio. Use the MER disclosed in the most recently filed fund report for the mutual fund. The MER must be net of fee waivers or absorptions and, despite subsection 15.1(2) of National Instrument 81-106 Investment Fund Continuous Disclosure, need not include any additional disclosure about the waivers or absorptions. For a newly established mutual fund that has not yet filed a fund report, state that the MER is not available because it is a new mutual fund. Use the trading expense ratio from the most recently filed fund report for the mutual fund.,

(c) in subsection (9) of the Instructions under Item 3 of Part I by replacing "filed management report of fund performance" with "prepared quarterly portfolio disclosure",

(d) in subsection (11) of the Instructions under Item 3 of Part I by replacing "MRFP" with "quarterly portfolio disclosure",

(e) in subsection (2) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report",

(f) in subsection (2) of Item 1.3 of Part II by replacing "Fund expenses" with "Fund expense ratio (FER)" in the table,

(g) in subsection (3) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report",

(h) in subsection (3) of Item 1.3 of Part II by replacing "fund's expenses were" with "fund's FER was",

(i) in subsection (4) of Item 1.3 of Part II by replacing "management report of fund performance" with "fund report",

(j) by replacing subsection (2) of the Instructions under Item 1.3 of Part II with the following:

(2) Use the expense management ratio (MER) disclosed in the most recently filed fund report for the mutual fund. The MER must be net of fee waivers or absorptions and, despite subsection 15.1(2) of National Instrument 81- 106 Investment Fund Continuous Disclosure, need not include any additional disclosure about the waivers or absorptions. For a newly established mutual fund that has not yet filed a fund report, state that the MER is not available because it is a new mutual fund.,

(k) by replacing subsection (3) of the Instructions under Item 1.3 of Part II with the following:

(3) Use the trading expense ratio (TER) from the most recently filed fund report for the mutual fund., and

(l) by replacing subsection (4) of the Instructions under Item 1.3 of Part II with the following:

(4) Use the FER disclosed in Item 2 of Part I of this Form. Use a bold font or other formatting to indicate that the FER represents the total of all ongoing expenses set out in the chart and does not represent a separate expense charged to the mutual fund., and

(m) in subsection (5) of the Instructions under Item 1.3 of Part II by replacing "management report of fund performance" with "fund report".

Transition

8. Before [•+1 year and 9 months], if a mutual fund has not filed an annual fund report, all of the following apply:

(a) a reference to "annual fund report" in item 1.4 of section 3.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure must be read as a reference to "annual management report of fund performance" and the reference to "interim fund report" in Item 1.4 of section 3.1 of that Instrument must be read as a reference to "interim fund report or interim management report of fund performance";

(b) a reference to "annual fund report" in Item 4 of section 3.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure must be read as a reference to "annual management report of fund performance";

(c) a reference to "the most recently filed annual fund report" in Item 3 of Part A of Form 81-101F1 Contents of a Simplified Prospectus must be read as a reference to "the most recently filed annual management report of fund performance".

9. Before [•+1 year and 9 months], if a mutual fund has not filed an interim fund report and has not filed an annual fund report, a reference to "interim fund report" in Item 3 of Part A of Form 81-101F1 Contents of a Simplified Prospectus must be read as a reference to "interim management report of fund performance" and a reference to "that annual fund report" must be read as a reference to "that annual management report of fund performance".

10. Before [•+1 year and 3 months], if a mutual fund has not filed a fund report, all of the following apply:

(a) a reference to "fund report" in subparagraphs (n)(ii) and (o)(iii) of Appendix A of of National Instrument 81-101 Mutual Fund Prospectus Disclosure must be read as a reference to "management report of fund performance";

(b) a reference to "fund reports" in subsection (2) of Item 12 of Part B of Form 81-101F1 Contents of a Simplified Prospectus must be read as a reference to "management reports of fund performance";

(c) a reference to "fund reports" in subsection (2) of Item 24 of Form 81-101F2 Contents of Annual Information Form must be read as a reference to "management reports of fund performance";

(d) the first reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(e) the second reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "fund report or a management report of fund performance";

(f) the third reference to "fund report" in subsection (3) of the Instructions under Item 2 of Part I of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(g) a reference to "fund report" in subsection (2) of Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(h) a reference to "fund report" in subsection (3) of Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(i) a reference to "fund report" in subsection (4) of Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(j) a reference to "fund report" in subsection (3) of the Instructions under Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance";

(k) a reference to "fund report" in subsection (5) of the Instructions under Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance".

11. Before [• +1 year and 3 months], if a mutual fund has filed an interim management report of fund performance after the period to which an annual management report of fund performance incorporated by reference in the simplified prospectus pertains, a reference to "interim fund report" in Item 5 of section 3.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure must be read as a reference to "interim management report of fund performance".

12. Before [•+1 year and 3 months], if a mutual fund has incorporated a management report of fund performance by reference in the simplified prospectus, a reference to "fund report" in section 3.1.3 of National Instrument 81-101 Mutual Fund Prospectus Disclosure must be read as a reference to "fund report and management report of fund performance, as applicable".

13. Before [•+1 year and 2 months], if a mutual fund invests substantially all of its assets directly or indirectly (through the use of derivatives) in securities of one other mutual fund, the other mutual fund has not prepared a fund report, and the other mutual fund's most recently filed management report of fund performance was filed after the fund's most recent quarterly portfolio disclosure was prepared, the reference to "prepared quarterly portfolio disclosure" in subsection (9) of the Instructions under Item 3 of Part I of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "filed management report of fund performance".

14. Before [•+1 year and 2 months], if the disclosure relating to the investment portfolio subgroup breakdown of a mutual fund contained in the fund's management report of fund performance is more recent than the disclosure relating to the investment portfolio subgroup breakdown of the mutual fund contained in its quarterly portfolio disclosure, the reference to "quarterly portfolio disclosure" in subsection (11) of the Instructions under Item 3 of Part I of Form 81-101F3 Contents of Fund Facts Documents must be read as a reference to "management report of fund performance".

15. Before [•+1 year and 3 months], if an investment fund complies with Parts 4, 5, 6 and 7 of National Instrument 81-106 Investment Fund Continuous Disclosure as they were in force on [•-1], the following provisions of Form 81-101F3 Contents of Fund Facts Documents as amended by this Instrument do not apply to the investment fund:

(a) Item 2 of Part I;

(b) subsection (3) of the Instructions under Item 2 of Part I;

(c) subsections (2) and (3) of Item 1.3 of Part II;

(d) subsections (2), (3) and (4) of the Instructions under Item 1.3 of Part II.

Effective Date

16. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-9 -- Proposed Changes to Companion Policy 81-101 Mutual Fund Prospectus Disclosure

ANNEX B-9

PROPOSED CHANGES TO COMPANION POLICY 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE

1. Companion Policy 81-101 Mutual Fund Prospectus Disclosure is changed by this Document.

2. Subsection 2.1(3) is changed by replacing "management reports of fund performance" with "fund reports".

3. The heading to section 2.4 is changed by replacing "Management Reports of Fund Performance" with "Fund Reports".

4. Section 2.4 is changed by replacing

(a) "management report of fund performance" wherever it occurs with "fund report",

(b) "management report" with "fund report", and

(c) "management reports of fund performance" wherever it occurs with "fund reports".

5. Section 2.7(2.1) is changed by replacing "management report of fund performance" with "fund report".

6. These changes become effective on [•].

Annex B-10 -- Proposed Amendments to National Instrument 81-102 Investment Funds

ANNEX B-10

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-102 INVESTMENT FUNDS

1. National Instrument 81-102 Investment Funds is amended by this Instrument.

2. Section 1.1 is amended

(a) in the definition of "report to securityholders" by replacing "management report of fund performance" with "fund report", and

(b) in the definition of "sales communication" by replacing "management report of fund performance" with "fund report".

3. Subsection 2.1(5) is amended by replacing "subsection (5) of Item 6 and subsection (5) of Item 9 of Part B" with "subsection (5) of Item 4 and subsection (7) of Item 9 of Part B".

4. Subclause 5.6(1)(f)(iii)(A)(V) is amended by replacing "management reports of fund performance" with "fund reports".

5. The table in Appendix E is deleted and replaced by the following:

Jurisdiction	Securities Legislation Reference
Alberta	Paragraphs 191(1)(a), 191(1)(c) and 191(1)(d) of the Securities Act (Alberta)
British Columbia	Paragraphs 9(a), 9(c) and 9(d) of BC Instrument 81-513 Self-Dealing
New Brunswick	Paragraphs 143(1)(a), 143(1)(c) and 143(1)(d) of the Securities Act (New Brunswick)
Newfoundland and Labrador	Paragraphs 118(1)(a), 118(1)(c) and 118(1)(d) of the Securities Act (Newfoundland and Labrador)
Nova Scotia	Paragraphs 125(1)(a), 125(1)(c) and 125(1)(d) of the Securities Act (Nova Scotia)
Ontario	Items 117(1)1, 117(1)3 and 117(1)4 of the Securities Act (Ontario)
Saskatchewan	Paragraphs 126(1)(a), 126(1)(c) and 126(1)(d) of The Securities Act, 1988 (Saskatchewan)

.

Transition

6. Before [•+1 year and 9 months], if an investment fund has not filed an annual fund report and an interim fund report, the reference to "annual or interim fund report" in the definitions of "report to securityholders" and "sales communication" in section 1.1 of National Instrument 81-102 Investment Funds must be read as a reference to "annual or interim fund report or management report of fund performance".

7. Before [• +1 year and 9 months], if an investment fund has not filed an annual fund report and an interim fund report, the reference to "annual and interim fund reports" in subclause 5.6(1)(f)(iii)(A)(V) of National Instrument 81-102 Investment Funds must be read as a reference to "annual and interim fund reports or management reports of fund performance".

Effective Date

8. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-11 -- Proposed Changes to Companion Policy 81-102 Investment Funds

ANNEX B-11

PROPOSED CHANGES TO COMPANION POLICY 81-102 INVESTMENT FUNDS

1. Companion Policy 81-102 Investment Funds is changed by this Document.

2. Subsection 13.1(5) is changed by replacing "management report of fund performance" with "fund report".

3. Subsection 13.2(1.1) is changed by replacing "management report of fund performance" with "fund report".

4. These changes become effective on [•].

Annex B-12 -- Proposed Amendments to National Instrument 81-106 Investment Fund Continuous Disclosure

ANNEX B-12

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE

1. National Instrument 81-106 Investment Fund Continuous Disclosure is amended by this Instrument.

2. Section 1.1 is amended

(a) by adding the following definition:

"annual fund report" means a document prepared in accordance with Part A of Form 81-106A Contents of Annual and Interim Fund Report;,

(b) by repealing the definition of "annual management report of fund performance",

(c) by adding the following definition:

"fund report" means an annual fund report or an interim fund report, as applicable;,

(d) by adding the following definition:

"interim fund report" means a document prepared in accordance with Part B of Form 81-106A Contents of Annual and Interim Fund Report;,

(e) by repealing the definition of "interim management report of fund performance", and

(f) by repealing the definition of "management report of fund performance".

3. Section 3.2 is amended

(a) in Item 18 by deleting ", and, if applicable, for each class or series", and

(b) by repealing Item 19.

4. Section 3.3 is amended by deleting "for each class or series,".

5. Subsection 3.6(1) is amended in Item 2 by repealing paragraph (c).

6. Subsection 3.6(2) is amended by replacing "management report of fund performance pertain" with "fund report pertain".

7. Part 4 is amended in the title by replacing "Management Reports of Fund Performance" with "Fund Reports".

8. Section 4.2 is amended in the heading by replacing "Management Reports of Fund Performance" with "Fund Reports".

9. Section 4.2 is amended by replacing "management report of fund performance" wherever it occurs with "fund report".

10. Section 4.3 is amended in the heading by replacing "Management Report of Fund Performance" with "Fund Report".

11. Section 4.3 is amended by replacing "management report of fund performance" with "fund report".

12. Section 4.4 is amended in the heading by replacing "Management Reports of Fund Performance" with "Fund Reports".

13. Section 4.4 is amended by replacing "management report of fund performance" wherever it occurs with "fund report".

14. Section 4.5 is amended in the heading by replacing "Management Reports of Fund Performance" with "Fund Reports".

15. Section 4.5 is amended

(a) in subsection (1) by replacing "management report of fund performance" with "fund report", and

(b) in subsection (2) by replacing "management report of fund performance" with "fund report".

16. Part 5 is amended in the title by replacing "Management Reports of Fund Performance" with "Fund Reports".

17. Subsection 5.1(2) is amended by replacing "management report of fund performance" wherever it occurs with "fund report".

18. Subsection 5.4(4) is amended by replacing "management report of fund performance" wherever it occurs with "fund report".

19. Subsection 6.2(1) is replaced with the following:

(1) An investment fund must prepare quarterly portfolio disclosure in accordance with Form 81-106B Contents of Quarterly Portfolio Disclosure, for each of the following:

(a) in the case of a financial year that is not a transition year, each period of at least three months that ends three, six, nine or twelve months before the end of a financial year of the investment fund;

(b) in the case of a financial year that is a transition year, each period commencing on the first day of the transition year and ending on the last day of the following periods after the end of its old financial year, as applicable:

(i) three months;

(ii) six months;

(iii) nine months;

(iv) twelve months;

(v) if a transition year does not end on the last day of a period referred to in subparagraphs (i) to (iv), the transition year..

20. Section 7.1 is amended in the heading by replacing "Management Reports of Fund Performance" with "Fund Reports".

21. Subsection 7.1(3) is amended by replacing "management report of fund performance" wherever it occurs with "fund report".

22. Section 7.2 is amended by replacing "management reports of fund performance" wherever it occurs with "fund reports".

23. Subsection 9.4(2.2) is amended in paragraph (f) by replacing

(a) "Fund[s]" wherever it occurs with "fund[s]",

(b) "Fund['s/s']" with "fund['s/s']", and

(c) "management reports of fund performance" with "fund reports".

24. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance is replaced with:

FORM 81-106A

CONTENTS OF ANNUAL AND INTERIM FUND REPORT

Table of Contents

PART	TITLE
GENERAL INSTRUCTIONS
PART A	CONTENT REQUIREMENTS FOR AN ANNUAL FUND REPORT
Item 1	Heading
Item 2	Purpose and Content
Item 3	Forward Looking Information
Item 4	Investment Objectives and Investment Strategies
Item 5	Portfolio Holdings
Item 6	Costs
Item 7	Performance
Item 8	Statistics
Item 9	Scholarship Plan Financial and Operating Highlights
Item 10	Risk Profile
Item 11	Liquidity Profile
Item 12	Borrowing and Leverage
Item 13	Other Material Information
Item 14	Additional Resources
PART B	CONTENT REQUIREMENTS FOR AN INTERIM FUND REPORT
Item 1	Heading
Item 2	Purpose and Content
Item 3	Forward Looking Information
Item 4	Investment Objectives and Investment Strategies
Item 5	Portfolio Holdings
Item 6	Costs
Item 7	Performance
Item 8	Statistics
Item 9	Risk Profile
Item 10	Liquidity Profile
Item 11	Borrowing and Leverage
Item 12	Other Material Information
Item 13	Additional Resources

GENERAL INSTRUCTIONS

Form

(1) An annual or interim fund report for an investment fund must include the disclosure required in this Form. Instructions for providing this disclosure are in italic type.

(2) Terms used and not defined in this Form that are defined in National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-105 Mutual Fund Sales Practicesand National Instrument 81-106 Investment Fund Continuous Disclosurehave the same meanings as in those Instruments.

Responses

(3) An annual and interim fund report must state the required information concisely and in plain language.

(4) Responses must be as simple and direct as is reasonably possible and include only as much information as is necessary for readers to understand the matters for which disclosure is being provided.

(5) An annual or interim fund report must contain only the disclosure that is required or permitted under this Form.

(6) All applicable items in this Form must be responded to.

(7) Omit from Items answers that are not applicable or respond to them with the words "not applicable", unless otherwise required under this Form.

(8) An annual or interim fund report must only include material information which, for greater certainty, includes information that would likely influence or change a reasonable investor's decision to buy, sell or hold securities of an investment fund if the information was omitted or misstated.

Presentation

(9) An annual or interim fund report must be prepared in a font that is legible and on letter-size paper. If a prepared annual or interim fund report is made available online, the information in the report must be presented in a way that enables that information to be printed in a readable format.

(10) Each Item in an annual or interim fund report must be presented in the order and under the heading or sub-heading stipulated in this Form, with adjustments made in the case of scholarship plans with respect to headings specific to those types of investment funds. Except as set out under Part B of this Form, the headings for an interim fund report must be the same as the headings for an annual fund report.

(11) If an annual or interim fund report contains design elements including, for greater certainty, graphics, photos or artwork, the elements must not detract from the information disclosed in the document.

Forward-looking Information

(12) Any forward-looking information must contain all of the following:

(a) a statement that the information is forward-looking;

(b) a description of the factors that may cause actual results to differ materially from the forward-looking information;

(c) material assumptions;

(d) appropriate risk disclosure; and

(e) appropriate cautionary language.

(13) Any forward-looking information that is disclosed for a prior period that, in light of intervening events and absent further explanations, may be misleading, must be discussed in the same section as the information that was disclosed for that prior period.

PART A -- CONTENT REQUIREMENTS FOR AN ANNUAL FUND REPORT

Item 1 -- Heading

Include all of the following in a heading at the top of the first page:

(a) the title "Annual Fund Report (for the 12-month period ended [insert date of end of financial year])";

(b) the name of the manager of the investment fund;

(c) the name of the investment fund to which the fund report pertains;

(d) the designated website address of the investment fund;

(e) the text "Preparation Date: [insert date of preparation of the fund report]".

Item 2 -- Purpose and Content

Include the heading "Purpose and Content" and under that heading, include a statement substantially similar to the following:

"This Annual Fund Report contains important information about your fund. Use this report and speak with your representative to assess whether your fund continues to be right for you. This document is intended for investors of all backgrounds and levels of investment experience. It includes the following information about your fund:

1. Investment Objectives and Strategies

2. Portfolio Holdings

3. Costs

4. Performance

5. Statistics

6. Risk Profile

7. Liquidity Profile

8. Borrowing and Leverage

9. Other Material Information

10. Additional Resources."

INSTRUCTIONS

(1) State the second sentence in the statement above in bold type.

(2) Modify the numbering of the list of information referred to in this Item to reflect information that is included or omitted from the fund report.

Item 3 -- Forward Looking Information

Include the heading "Important" and beside or under that heading, include a statement substantially similar to the following:

"This Annual Fund Report may contain forward-looking statements that reflect current forecasts of future events. Due to many factors, such as [insert examples applicable in the case of the investment fund], actual events may differ materially from those expressed in, or implied by, these forward-looking statements. Do not overly rely on forward-looking statements to make investment decisions."

INSTRUCTIONS

Include additional general risk disclosure and cautionary language under Item 13 if the disclosure and language are not included under this Item and provide in this Item a cross-reference to that disclosure and language.

Item 4 -- Investment Objectives and Investment Strategies

Include the heading ""Investment Objectives and Investment Strategies" and beside or under that heading, provide the disclosure in the form of the following table:

Summary of fund's investment objectives and investment strategies	Fund's satisfaction of its investment objectives and use of investment strategies during the last 12 months	Factors that may impact the fund's satisfaction of its investment objectives and use of investment strategies going forward
(see Instruction (1))	(see Instruction (2))	(see Instruction (3))

INSTRUCTIONS

(1) Include a brief description of the fundamental nature or fundamental features of the investment fund that distinguish the investment fund from other investment funds.

(2) Include a brief summary of the investment fund manager's assessment of the investment fund's success in respect of achieving its investment objectives and using its investment strategies to achieve those investment objectives during the 12-month period covered by the annual fund report. For greater certainty, include a discussion of any of the following that apply:

(a) key quantitative or qualitative metrics identified in the investment objectives or investment strategies of the investment fund;

(b) key quantitative metrics used by the investment fund manager to assess whether the investment fund has satisfied the stated ESG-related aspects of the investment objectives of the investment fund;

(c) key quantitative metrics used by the investment fund manager to assess whether the investment fund has satisfied the stated ESG-related criteria for the investment strategies of the investment fund;

(d) how the investment fund's use of proxy voting, shareholder engagement and issuer engagement, as applicable, as principal investment strategies satisfied the stated ESG-related aspects of the investment fund's investment objectives or the stated ESG-related criteria for the investment strategies;

(e) how significant changes made to the composition of the investment portfolio of the investment fund align with the stated ESG-related aspects of the investment fund's investment objectives or the stated ESG-related criteria for the investment strategies.

(3) Include a brief description of any of the following factors that the investment fund manager considers reasonably likely to materially impact the ability of the investment fund to satisfy its investment objectives and investment strategies going forward:

(a) events;

(b) decisions;

(c) circumstances;

(d) opportunities;

(e) risks.

Item 5 -- Portfolio Holdings

Include the heading "Portfolio Holdings" and under that heading,

(a) include disclosure in the form of the following table:

Increased exposure	Decreased exposure
(see Instruction (1))	(see Instruction (2))

(b) include the sub-heading "More Information:", and

(c) include under the sub-heading referred to in paragraph (b) a statement substantially similar to the following:

"See the designated website for the fund's Quarterly Portfolio Disclosure.

More detailed portfolio holdings information is available in the financial statements for the fund, in particular the Statement of Investment Portfolio.".

INSTRUCTIONS

(1) Include a brief description of issuers, geographic locations or industry segments that the investment fund materially increased its investment portfolio exposure to during the period covered by the annual fund report using examples if necessary. If the investment fund did not materially increase its investment portfolio exposure to any issuers, geographic locations or industry segments during the period, include a statement substantially similar to the following:

"The investment fund did not materially increase its exposure to any issuers, geographic locations or industry segments."

(2) Include a brief description of issuers, geographic locations or industry segments that the investment fund materially decreased its investment portfolio exposure to during the period covered by the annual fund report using examples if necessary. If the investment fund did not materially decrease its investment portfolio exposure to any issuers, geographic locations or industry segments during the period, include a statement substantially similar to the following:

"The investment fund did not materially decrease its exposure to any issuers, geographic locations or industry segments."

Item 6 -- Costs

Include the heading "Costs (information is provided as of [insert date of the end of the financial year for which the report was prepared])" and under that heading,

(a) if the summary is significantly shorter than the disclosure referred to in paragraph (c), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented in paragraph (c) and if the FER of any class or series of the investment fund increased from the previous financial year, the amount of the increase,

(b) include in a text box all of the following:

(i) the sub-heading "Did you know...";

(ii) under the sub-heading in subparagraph (i), a statement substantially similar to the following:

"A fund's management expense ratio ("MER") is the total of the fund's management fee (which includes the trailing commission) and operating expenses.

A fund's trading expense ratio ("TER") represents the fund's trading costs.

Fund expenses reduce the return on your investment.

A fund expense ratio ("FER") is the total of the fund's MER and TER.

Each investment fund can have different classes or series of securities and each class or series can have different costs and therefore different returns -- make sure you know which class or series you hold.", and;

(c) include disclosure in the form of the following table:

For the year ended [insert date of end of financial year]	Management expense ratio (%)	Trading expense ratio (%)	Fund expense ratio (%)	Fund expenses ($) per $1000 invested
[Class or series]	(see Instructions (9) to (11))	(see Instruction (12))	(see Instruction (13))	(see Instruction (14))

INSTRUCTIONS

(1) Modify the table as necessary if the investment fund is a corporate investment fund.

(2) Show costs individually for each class or series of securities if the fund has more than one class or more than one series of securities.

(3) Round percentage amounts to 2 decimal places.

(4) Round dollar amounts to the nearest dollar.

(5) Calculate per unit or share values on the basis of the weighted average number of units or shares outstanding during the financial year.

(6) Provide the information required under this Item for the most recently completed financial year of the investment fund for which audited financial statements have been filed.

(7) Derive the costs from the investment fund's financial statements prepared in accordance with subsection 2.6(2) of National Instrument 81-106 Investment Fund Continuous Disclosure.

(8) If the investment fund has merged with another investment fund during the financial year for which the report was prepared, include in the table only the financial information of the continuing investment fund.

(9) Calculate the management expense ratio of the investment fund as required under Part 15 of National Instrument 81-106 Investment Fund Continuous Disclosure.

(10) If the investment fund manager or portfolio adviser waived or absorbed any fees and expenses otherwise payable by the investment fund, calculate the management expense ratio of the investment fund without any waivers or absorptions, as required under Part 15 of National Instrument 81-106 Investment Fund Continuous Disclosure. Provide the management expense ratio without waivers or absorptions under Item 13 of this Part. Insert a footnote in the table referred to in this Item cross-referencing the disclosure of the management expense ratio without any waiver or absorption in the Other Material Information section. The disclosure under Item 13 of this Part must include a statement that the investment fund manager or portfolio adviser waived or absorbed some of the fund's expenses and that the management expense ratio would have been higher had the manager not done so.

(11) If all of the following apply, disclose any impact on the investment fund's management expense ratio in a note to the table referred to in this Item:

(a) the investment fund

(i) changed, or proposed to change, the basis of the calculation of the management fees or other fees, charges or expenses that are charged to the investment fund, or;

(ii) introduced or proposed to introduce a new fee;

(b) the change or proposed change referred to in paragraph (a) would have had an effect on the management expense ratio for the last completed financial year of the investment fund if the change had been in effect throughout that financial year.

(12) Calculate the trading expense ratio by dividing the total commissions and other portfolio transaction costs disclosed in the statement of operations by the same denominator used to calculate the management expense ratio. If an investment fund invests in securities of other investment funds, calculate the trading expense ratio using the methodology for the calculation of the management expense ratio under section 15.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, making reasonable assumptions or estimates when necessary.

(13) The amount disclosed for the fund expense ratio must be the total of the management expense ratio and the trading expense ratio. State in bold type that the fund expense ratio represents the total of all ongoing expenses set out in the table referred to in this Item and does not represent a separate expense charged to the investment fund.

(14) Provide the dollar amount of the ongoing expenses of the fund for each $1000 investment by multiplying the fund expense ratio for each class or series of security of the investment fund by $1000.

Item 7 -- Performance

Include the heading "Performance" and under that heading,

(a) if the summary is significantly shorter than the disclosure referred to in paragraphs (d), (e) and (f), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented in paragraphs (d), (e) and (f),

(b) include in a text box all of the following:

(i) the sub-heading "Did you know...";

(ii) under the sub-heading referred to in subparagraph (i), a statement substantially similar to the following:

"A benchmark is typically a market or sector index against which the performance of an investment fund can be measured. By comparing a fund to an appropriate benchmark, you can see how the investments held by the fund performed compared to the market or sector in general.",

(c) include in a text box all of the following:

(i) the sub-heading "Important:";

(ii) under the sub-heading referred to in subparagraph (i), if applicable in each case, statements substantially similar to the following:

"Performance of the [class/series] of securities that you hold may not be presented in this Fund Report. Information is only presented in respect of [insert disclosure required under instruction (3)].

Returns provided are after expenses have been deducted. These expenses reduce the fund's returns and they negatively compound over time since the money used to pay expenses is not able to grow.

Past performance of the fund does not necessarily indicate how the fund will perform in the future. For example, strong past performance may not be repeated.

The benchmark[s] of the fund [is/are] the [insert disclosure required under instruction (5)]. The [insert the name of each benchmark of the investment fund and a brief description of each benchmark of the investment fund].",

(d) include disclosure in the form of the following table:

Performance against benchmark[s]	Contributors to performance	Detractors from performance
(see Instruction (6))	(see Instruction (7))	(see Instruction (8))

,

(e) under the sub-heading "Year-by-Year Returns"

(i) include in a text box all of the following:

(A) the sub-heading "How to Read This Information:";

(B) under the sub-heading referred to in clause (A), a statement substantially similar to the following:

"The following bar chart shows the fund's annual performance for each of the financial years shown.",

(ii) if an investment fund has completed at least one financial year, include a bar chart that shows the annual total return of the following classes or series of securities of the investment fund:

(A) the class or series of securities of the investment fund that has the highest management fee;

(B) if applicable, any class or series of securities of the investment fund that is not referred to in clause (A) and for which annual total return would vary based on an aspect other than management fees,

(iii) for the purposes of preparing the disclosure required under subparagraph (ii), include the annual total returns of the investment fund in chronological order by financial year with the most recent financial year on the right of the bar chart, for the lesser of the following:

(A) each of the 10 most recently completed financial years;

(B) each of the completed financial years for which the investment fund was in existence and was a reporting issuer,

(iv) if an investment fund has not completed a financial year, state the following:

"This section tells you how [insert name of class/series of securities described in the Fund Report] [units/shares] of the fund have performed in past financial years. However, this information is not available because the fund has not yet completed a financial year.",

(f) if the investment fund is not a money market fund, under the sub-heading "Annual Compound Returns",

(i) include in a text box all of the following:

(A) the sub-heading "How to Read This Information:";

(B) under the sub-heading referred to in clause (A), a statement substantially similar to the following:

"This table shows the fund's annual compound total returns for the periods indicated compared with its benchmark[s].

All benchmark returns are calculated [insert brief description of how returns are calculated for the benchmark[s] of the investment fund].

Benchmarks are not investable, and benchmark returns do not reflect transaction costs associated with making actual investments.",

(ii) disclose, in the form of a table, the investment fund's annual compound returns for the following classes or series of securities of the investment fund:

(A) the class or series that has the highest management fee;

(B) if applicable, any class or series that is not referred to in clause (A) and for which annual compound returns would vary based on an aspect of the investment fund other than management fees,

(iii) for the purposes of preparing the disclosure required under subparagraph (ii), include the investment fund's annual compound returns for the one, 3, 5 and 10 -year periods ended on the last day of the investment fund's financial year,

(iv) for the purposes of preparing the disclosure required under subparagraph (ii), if the investment fund was a reporting issuer for more than one and less than 10 years, include the investment fund's annual compound returns since the inception of the investment fund,

(v) for the purposes of preparing the disclosure required under subparagraph (ii), for the same periods for which the annual compound returns of the investment fund are provided, include the historical annual compound total returns and changes to any benchmark of the investment fund,

(vi) in a footnote to the table referred to in subparagraph (ii), provide all of the following:

(A) if applicable, a brief discussion of why the annual compound return for each class or series of securities of the investment fund differs;

(B) if applicable, a statement that a return for a class or series of the investment fund since the date that the class or series was first issued by the fund is only provided if that date was during the last 10 years since the fund's inception, and that the return since that date may differ from the return of another class or series of securities issued by the investment fund if the other class or series was first issued by the fund on a different date.

(g) include the sub-heading "More Information" and under that sub-heading, statements substantially similar to each of the following, if applicable:

"If performance information for your [class/series] of securities is not included here, refer to the performance information in the [ETF/Fund] Facts for that [class/series] and on the designated website of the investment fund.

If performance information for your [class/series] of securities is not included here, refer to the performance information in the [ETF/Fund] Facts for that [class/series].

If performance information for your [class/series] of securities is not included here, refer to the performance information on the designated website of the investment fund.

Find more information about the expenses associated with your fund in its [ETF/Fund] Facts."

INSTRUCTIONS

(1) In responding to this Item, a mutual fund must comply with the applicable sections of Part 15 of National Instrument 81-102 Investment Funds, other than section 15.14, as if those sections applied to a fund report.

(2) Despite any requirement under this Item, do not provide performance data under this Item for a period if the investment fund was not a reporting issuer for all of the period.

(3) Include a brief description of the class or series of securities of the investment fund, for which performance information is provided under Items 7(e) and 7(f).

(4) For the purposes of this Item, an "appropriate broad-based securities market index" is a market index to which each of the following applies:

(a) the index is administered by a person or company that is not affiliated with the investment fund, the manager of the investment fund, the portfolio adviser to the investment fund or the principal distributor of the investment fund, unless the index is widely recognized and used;

(b) the index has been adjusted by the administrator of the index to reflect the reinvestment of dividends on securities in the index or interest on debt.

(5) Include the following, each of which constitutes a benchmark for the purposes of this Item:

(a) the name of an appropriate broad-based securities market index;

(b) at the option of an investment fund that invests in more than one type of security, the name of a second applicable appropriate broad-based securities market index;

(c) at the option of an investment fund, the names of not more than 2 financial or narrowly-based securities indices or blends of indices that reflect the market sectors in which the investment fund invests or that provide useful comparatives to the performance of the investment fund.

(6) Insert a brief description of the performance of each class or series of securities of the investment fund, for which performance information is provided under Items 7(e) and 7(f), measured against each benchmark of the investment fund, including, for greater certainty, the net percentage amount by which performance of the class or series outperformed or underperformed each benchmark of the investment fund.

(7) Insert a brief description of the aspects of the investment fund that contributed to its performance in the performance summary table required under this Item.

(8) Insert a brief description of the aspects of the investment fund that detracted from its performance in the performance summary table required under this Item.

(9) Use a linear scale for each axis of the bar chart required under this Item.

(10) The x-axis and y-axis for the bar chart required under this Item must intersect at zero.

(11) If the investment fund includes, in the annual compound returns table required under this Item, an index that is different from the one included in the most recently filed fund report, explain the reason or reasons for the difference and include the disclosure required under this Item for each of the indices.

(12) Calculate the annual compound return referred to in this Item in accordance with Part 15 of National Instrument 81-102 Investment Funds.

(13) If the investment fund holds short positions in its investment portfolio, present the annual compound returns for the short positions in the portfolio separately from the annual compound returns for the long positions in the portfolio, in addition to the overall annual compound returns, in the annual compound returns table required under this Item.

(14) If an investment fund is a scholarship plan, the investment fund must calculate its year-by-year returns and annual compound returns under this Item based on the investment fund's total portfolio adjusted for cash flows.

Item 8 -- Statistics

If the investment fund is not a scholarship plan, include the heading "Statistics (information is provided as of [insert date of the end of the financial year for which the report was prepared])" and under that heading,

(a) if the summary is significantly shorter than the disclosure referred to in paragraph (c), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented under paragraph (c),

(b) include in a text box all of the following:

(i) the sub-heading "Did you know...";

(ii) under the sub-heading referred to in subparagraph (i), a statement substantially similar to the following:

"A fund's portfolio turnover rate represents how frequently the portfolio manager buys and sells securities.

A fund's distributions can consist of dividends, interest, capital gains, return of capital or other income the fund earns on its investments.

A fund's distribution rate represents its distributions as a percentage of its net asset value per unit.",

(c) include disclosure in the form of the following tables:

Portfolio turnover rate (%) for the year ended [insert the date of the end of the financial year]

(see Instructions (8) to (11))

 

For the year ended [insert the date of end of the financial year]	Total distributions ($)	Portion of distributions that is return of capital ($)	Distribution rate (%)
[Class or series of securities of the investment fund]			(see Instruction (12))

INSTRUCTIONS

(1) If the investment fund is a corporate investment fund, modify the table as applicable.

(2) If the investment fund has more than one class or series of securities, present the information individually for each class or series.

(3) Round dollar amounts shown under this Item to the nearest cent.

(4) Round percentage amounts shown under this Item to 2 decimal places.

(5) Except for the dollar value of distributions, calculate per security values, as applicable, on the basis of the weighted average number of units or shares outstanding, as applicable, for the most recently completed financial year of the investment fund for which audited financial statements have been filed.

(6) Provide the information required under this Item for the most recently completed financial year of the investment fund for which audited financial statements have been filed.

(7) If the investment fund merged with another investment fund during the most recently completed financial year, include in the table only the information of the continuing investment fund.

(8) Calculate the investment fund's portfolio turnover rate by dividing, by the monthly average of the value of the portfolio securities owned by the investment fund in a financial year, the lesser of the following:

(a) the cost of purchases of portfolio securities by the investment fund in the financial year;

(b) the proceeds of sales of portfolio securities in the financial year.

(9) For the purposes of calculating an investment fund's portfolio turnover rate under subsection (8)

(a) include each of the following to calculate the cost of purchases of portfolio securities for the financial year:

(i) the cost of covering a short sale;

(ii) premiums paid to purchase options,

(b) include each of the following to calculate the proceeds of sales of portfolio securities for the financial year:

(i) proceeds from a short sale;

(ii) premiums received from a sale of options,

(c) calculate the monthly average value of the portfolio securities referred to in paragraph (a) by adding the values of portfolio securities, as at the beginning and end of the first month of a financial year and as at the end of each of the next 11 months of the year, and dividing the total of those values by 13, and

(d) exclude from the numerator and denominator the value of any portfolio security that has a remaining term to maturity that is one year or less from the date that the security was acquired by the investment fund.

(10) If in a financial year an investment fund purchased the assets of another investment fund by issuing its securities to the other fund in exchange for those assets, exclude, from the calculation of portfolio turnover rate, the value of securities purchased and sold after the asset purchase to realign the fund's portfolio. For greater certainty, adjust the denominator in the calculation of the portfolio turnover rate to exclude the value of those securities and disclose that value in a footnote to the first table referred to under paragraph (c).

(11) Do not include portfolio turnover rate disclosure for a money market fund.

(12) Calculate the investment fund's distribution rate by dividing the distributions made by the investment fund during a financial year by the value of the portfolio securities owned by the investment fund at the end of the financial year.

Item 9 -- Scholarship Plan Financial and Operating Highlights

If the investment fund is a scholarship plan, including the heading "Financial and Operating Highlights" and under that heading,

(a) if the summary referred to in subparagraph (ii) is significantly shorter than the information disclosed under paragraph (b), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented under paragraph (b);

(b) provide selected financial and operating highlights for the fund in the form of the following table:

	[insert the date of the end of the financial year]	[insert the date of the end of the financial year]	[insert the date of the end of the financial year]	[insert the date of the end of the financial year]	[insert the date of the end of the financial year]
Statement of Financial Position
Total Assets ($)
Net Assets ($)
Change in Net Assets (%)
Statement of Comprehensive Income
Scholarship Awards ($)
Canadian Education Savings Grant ($)
Net investment income ($)
Other
Total number of [agreements/units] in plans
Change in the total number of agreements (%)

INSTRUCTIONS

(1) If a scholarship plan is organized as a corporation, modify the table as applicable.

(2) If a scholarship plan is a multi-class or multi-series plan, present the financial highlights individually for each class or series.

(3) Provide per security amounts to the nearest cent and provide percentage amounts to 2 decimal places.

(4) Provide the selected financial information under this Item in chronological order for each of the 5 most recently completed financial years of the scholarship plan for which audited financial statements have been filed. If the period for which audited financial statements of the scholarship plan have been filed is less than 5 years, provide the information for each of the most recently completed financial years for which audited financial statements have been filed. In bold type, place information for the most recent financial year in the second column from the left of the table.

(5) Derive the financial highlights from the scholarship plan's financial statements prepared in accordance with subsection 2.6(2) of National Instrument 81-106 Investment Fund Continuous Disclosure.

(6) If the scholarship plan merged with another scholarship plan during the most recently completed financial year, include in the table only the financial information of the continuing scholarship plan.

Item 10 -- Risk Profile

Include the heading "Risk Profile" and under that heading,

(a) if the summary referred to in subparagraph (ii) is significantly shorter than the information disclosed in paragraphs (b) and (d), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented under paragraphs (b) and (d),

(b) discuss how changes to the investment fund for the financial year affected the level of risk associated with an investment in the investment fund,

(c) if the investment fund is a mutual fund, include in a text box all of the following:

(i) the sub-heading "Did you know...";

(ii) under the sub-heading in subparagraph (i), a statement substantially similar to the following:

"A mutual fund's risk rating is based on how much the fund's returns have changed from year to year. If the fund's returns vary a lot, the fund may be considered higher risk because its performance can change quickly up or down. The rating can change over time. Monitoring the rating can help you make decisions about whether this fund continues to be appropriate for you.",

(d) include disclosure in the form of the following table:

Risk rating change (since the last Fund Report dated [insert the date of the last Fund Report])	Added or removed risks (since the last Fund Report dated [insert the date of the last Fund Report])
(see Instruction (2))	(see Instruction (3))

,

(e) Include the sub-heading "More Information" and under that heading, if applicable in each case, include a statement substantially similar to the following:

"Find your fund's current risk rating in its most recent [ETF/Fund] Facts document.

Find a discussion of the risks applicable to your fund in the most recent simplified prospectus.".

INSTRUCTIONS

(1) Ensure that the disclosure under paragraph (b) is not only a repetition of the risk-related information contained in the prospectus of the investment fund. For greater certainty, the discussion under paragraph (b) must include any changes in the risk level of the investment fund for the financial year. If applicable, discuss how the changes in the risk level associated with an investment in the investment fund affect the suitability or investor risk tolerance stated in the prospectus or offering document.

(2) If the investment fund is a mutual fund, identify any changes to the risk rating of the investment fund since the most recently filed fund report. If there has been no change, include a statement to that effect. If the investment fund to which the fund report pertains is not a mutual fund for which a risk rating is available, state that this Item is not applicable.

(3) Identify any risks that have been added or removed from the prospectus of the investment fund since the most recently filed fund report. If no risks have been added or removed, include a statement to that effect.

Item 11 -- Liquidity Profile

(1) Include the heading "Liquidity Profile (information is provided as of [insert the date of the end of the financial year])" and under that heading,

(a) if the summary referred to in subparagraph (ii) is significantly shorter than the information disclosed under paragraphs (b), (c) and (d), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading referred to in subparagraph (i), a brief summary of the information required to be presented under paragraphs (b), (c) and (d),

(b) if the investment fund faced any material liquidity issues during the 12-month period covered by the annual report, discuss the investment fund's liquidity profile including, for greater certainty, the fund's ability to satisfy redemptions on a timely basis,

(c) if there are no material liquidity issues to report under paragraph (b) include a statement to that effect,

(d) include in a text box all of the following:

(i) the sub-heading "How to Read This Information:";

(ii) under the sub-heading in subparagraph (i), a statement substantially similar to the following:

"The following pie chart illustrates the number of days needed to convert the fund's portfolio holdings into cash under normal market conditions. The more of a fund's portfolio holdings that can be converted into cash within a short timeframe, the more liquid it is and the easier it will be to sell your holdings at a fair price. This can be particularly important during periods of greater than usual market volatility. Decide whether you are comfortable with the liquidity of your fund's portfolio holdings.",

(e) include the sub-heading "Liquidity of the Investment Portfolio of Your Investment Fund as at [insert the date of the end of the financial year]" and under that sub-heading, include in the form of a pie chart and for each of the following periods, disclosure that presents the percentage of the investment fund's investment portfolio, which for greater certainty includes long positions and short positions, that can be sold for cash in:

(i) one day;

(ii) 2 to 7 days;

(iii) 8 to 30 days;

(iv) 31 to 90 days;

(v) subject to subsection (2), 91 to 180 days;

(vi) subject to subsection (2), 181 to 365 days;

(vii) subject to subsection (2), more than one year.

(2) Subparagraphs (1)(e)(v) to (vii) do not apply if

(a) the investment fund substitutes the periods referred to in those subparagraphs for a period of more than 90 days, and

(b) the investment fund reasonably believes that the disclosure for the period referred to in paragraph (a) provides better disclosure for an investor than the disclosure that would be required under subparagraphs (e)(v) to (vii).

INSTRUCTIONS

(1) Provide in the disclosure required under paragraph (1)(b) of this Item a discussion of all of the following:

(a) significant liquidity challenges faced by the investment fund;

(b) changes in market conditions faced by the investment fund;

(c) significant redemptions by investors.

(2) Provide the disclosure required under paragraph (1)(e) of this Item in accordance with all of the following:

(a) prepare the disclosure as at the end of the financial year for which the fund report was prepared;

(b) express the disclosure as a percentage of the net assets of the investment fund;

(c) the sum of the percentages for all of the periods must equal 100%,

(d) determine the time required for the sale for cash of a given portfolio asset in accordance with all of the following:

(i) the sale of the asset is for cash, under normal market conditions and excluding any forced sale;

(ii) the date on which the asset is sold for cash for the purposes of this paragraph is the settlement date;

(iii) the settlement date referred to in subparagraph (ii) is determined after analyzing the effect of the size of a position relative to its average daily traded value;

(iv) the time is adjusted for any difference between the time zone in which the sale is settled and the time zone of the jurisdiction in which the investment fund is domiciled;

(v) the time is adjusted for any additional time resulting from an applicable currency conversion.

Item 12 -- Borrowing and Leverage

Include the heading "Borrowing and Leverage" and under that heading,

(a) if the summary referred to in subparagraph (ii) is significantly shorter than the information disclosed under paragraphs (b) and (c), include in a text box all of the following:

(i) the sub-heading "Summary:";

(ii) under the sub-heading identified in subparagraph (i), a brief summary of the information required to be presented under paragraphs (b) and (c),

(b) include the sub-heading "Borrowing" and under that sub-heading, include all of the following:

(i) if an investment fund borrowed money and did not use the money only for purpose of funding operating overdrafts that are not material, the following disclosure:

(A) the minimum and maximum amounts of money borrowed by the investment fund in the financial year;

(B) the percentage of net assets of the investment fund represented by the amounts borrowed as at the end of the financial year;

(C) how borrowed money was used by the investment fund;

(D) the terms under which the money was borrowed by the investment fund,

(ii) if paragraph (d) does not apply and an investment fund did not borrow money, or borrowed money only for the purpose of funding operating overdrafts that are not material, a statement substantially similar to the following:

"This fund does not engage in borrowing [aside from borrowing to fund operating overdrafts that are not material].",

(c) include the sub-heading "Leverage" and under that sub-heading, include all of the following:

(i) if an investment fund uses leverage, disclosure of the following:

(A) a brief explanation of the sources of leverage used, including cash borrowing, short selling and specified derivatives in the financial year;

(B) the lowest and highest levels of aggregate exposure to those sources of leverage in the financial year;

(C) a brief explanation of the significance of the lowest and highest levels of aggregate exposure to those sources of leverage, including the impact of the use of specified derivatives for hedging purposes;

(ii) if paragraph (d) does not apply and an investment fund does not use leverage, a statement substantially similar to the following:

"This fund does not use leverage.",

(d) if an investment fund does not borrow money, other than money borrowed only for the purposes of funding operating overdrafts that are not material, and does not use leverage, include a statement substantially similar to the following:

"This fund does not engage in any borrowing [aside from borrowing to fund operating overdrafts that are not material]" or use leverage."

INSTRUCTIONS

(1) For the purposes of the disclosure required under clause (c)(i)(B), an investment fund must calculate its aggregate exposure to sources of leverage in accordance with section 2.9.1 of National Instrument 81-102 Investment Funds.

(2) For the purposes of the disclosure required under clause (c)(i)(C) and the explanation of the impact of the use of specified derivatives for hedging purposes on an investment fund's calculation of its aggregate exposure to sources of leverage, the fund must include in the explanation a discussion of the amount by which the fund's aggregate exposure was reduced by subtracting the notional value of the fund's specified derivatives positions that are hedging transactions in accordance with paragraph 2.9.1(2)(c) of National Instrument 81-102 Investment Funds.

Item 13 -- Other Material Information

Include the heading "Other Material Information" and under that heading, provide any material information relating to the investment fund not otherwise required to be disclosed under this Form, including, for greater certainty, information required to be disclosed pursuant to any provision in securities legislation or any order made under securities legislation received by the investment fund.

Item 14 -- Additional Resources

Include the heading "Additional Resources" and under that heading,

(a) include a statement substantially similar to the following:

"Contact [insert name of manager] for a copy of this Fund Report, questions about this Fund Report or a copy of the financial statements for this fund:

[insert the manager's mailing address, the manager's telephone number(s), the manager's e-mail address, the designated website address of the investment fund and a QR code for the designated website address of the investment fund].",

(b) if an investment fund is a mutual fund, include a statement substantially similar to the following:

"To learn more about investing in mutual funds, see the brochure "Understanding mutual funds", which is available on the website of the Canadian Securities Administrators at [insert website address of the Canadian Securities Administrators and a QR code for the website address of the Canadian Securities Administrators].", and

(c) include in a text box a statement substantially similar to the following:

"Your next Fund Report will be prepared for the interim period ended [insert the end date of the next interim period in bold text]. Like this Fund Report, it will assist you in making decisions about your investment in this fund."

PART B -- CONTENT REQUIREMENTS FOR AN INTERIM FUND REPORT

Item 1 -- Heading

Include the disclosure required under Item 1 of Part A and replace the title referenced in paragraph (a) of that Item with a reference in Item 1 under this Part to "Interim Fund Report (for the interim period ended [insert date of end of interim period])".

Item 2 -- Purpose and Content

Include the disclosure required under Item 2 of Part A, replace the reference to "Annual Fund Report" in that Item with a reference in Item 2 under this Part to "Interim Fund Report" and exclude from the disclosure in this Item the heading "Scholarship Plan Financial and Operating Highlights".

Item 3 -- Forward Looking Information

Include the disclosure required under Item 3 of Part A and replace the reference to "Annual Fund Report" in that Item with a reference in Item 3 under this Part to "Interim Fund Report".

Item 4 -- Investment Objectives and Investment Strategies

Include the disclosure required under Item 4 of Part A and

(a) with respect to the table required under that Item replace the reference to "the last 12 months" in that table with a reference in the table required in Item 4 under this Part to "the interim period", and

(b) with respect to subsection (2) of the Instructions under that Item replace the reference to "during the 12-month period covered by the annual fund report" in that subsection with a reference in subsection (2) of the Instructions in Item 4 under this Part to "during the interim period covered by the interim fund report".

Item 5 -- Portfolio Holdings

Include the disclosure required under Item 5 of Part A and

(a) with respect to subsection (1) of the Instructions under that Item replace the reference to "annual fund report" with a reference in Item 5 under this Part to "interim fund report", and

(b) with respect to subsection (2) of the Instructions under that Item replace the reference to "annual fund report" in that subsection with a reference in subsection (2) of the Instructions in Item 5 under this Part to "interim fund report".

Item 6 -- Costs

Include the disclosure required under Item 6 of Part A and

(a) replace the reference to "[insert date of the end of the financial year]" under that Item with a reference in Item 6 under this Part to "[insert date of the end of the interim period]",

(b) with respect to the table referred to in paragraph (c) of that Item, replace the reference to [insert date of end of financial year]" in the first column of that table with a reference in the first column of the table required under Item 6 under this Part to "[insert date of end of interim period]",

(c) with respect to subsection (5) of the Instructions under that Item, replace the reference to "the financial year" in that subsection with a reference in subsection (5) of the Instructions under Item 6 of this Part to "the interim period",

(d) with respect to subsection (6) of the Instructions under that Item, replace the reference to "financial year of the investment fund for which audited financial statements have been filed" in that subsection with a reference in subsection (6) of the Instructions under Item 6 of this Part to "interim period of the investment fund",

(e) with respect to subsection (8) of the Instructions under that Item, replace the reference to "during the financial year for which the report was prepared" in that subsection with a reference in subsection (8) of the Instructions under Item 6 of this Part to "during the interim period for which the report was prepared", and

(f) with respect to subsection (11) of the Instructions under that Item, replace the reference to "last completed financial year of the investment fund if the change had been in effect throughout that financial year" in that subsection with a reference in subsection (11) of the Instructions under Item 6 of this Part to "last completed interim period of the investment fund if the change had been in effect throughout that interim period".

Item 7 -- Performance

Other than the disclosure required under paragraph (f) of Item 7 of Part A, include the disclosure required under Item 7 of Part A and

(a) with respect to the statement required under clause (B) of subparagraph (i) of paragraph (e) of that Item, replace the reference to "annual performance for each of the financial years shown" in that clause with a reference in clause (B) of subparagraph (i) of paragraph (e) under Item 7 of this Part to "annual performance for each of the financial years shown and interim performance for the interim period shown", and

(b) with respect to the bar chart required under subparagraph (ii) of paragraph (e) of Item 7 of Part A, replace the bar chart required under that subparagraph with a bar chart in subparagraph (ii) of paragraph (e) under Item 7 in this Part for which the total return is calculated for the applicable interim period.

Item 8 -- Statistics

Include the disclosure required under Item 8 of Part A and

(a) replace the reference to "[insert date of the end of the financial year for which the report was prepared]" under that Item with a reference under Item 8 of this Part to "[insert the date of the end of the interim period for which the report was prepared]",

(b) with respect to the first column of each table required under paragraph (c) of that Item, replace the reference to "for the year ended [insert the date of the end of the financial year]" in each table under that Item with a reference in the first column of each table required under Item 8 of this Part to "For the period ended [insert the date of the end of the interim period]", do not include in the second table required under Item 8 of this Part the 4th column of the second table required under paragraph (c) of Item 8 of Part A,

(c) with respect to subsection (5) of the Instructions under that Item, replace the reference to "most recently completed financial year of the investment fund for which audited financial statements have been filed" in that subsection with a reference in subsection (5) of the Instructions under Item 8 of this Part to "most recently completed interim period of the investment fund",

(d) with respect to subsection (6) of the Instructions under that Item, replace the reference to "most recently completed financial year of the investment fund for which audited financial statements have been filed" in that subsection with a reference in subsection (6) of the Instructions under Item 8 of this Part to "most recently completed interim period of the investment fund",

(e) with respect to subsection (8) of the Instructions under that Item, replace the reference to "a financial year" in that subsection with a reference in subsection (8) of the Instructions under Item 8 of this Part to "an interim period",

(f) with respect to subsection (8) of the Instructions under that Item, replace a reference to "the financial year" in that subsection with a reference in subsection (8) of the Instructions under Item 8 of this Part to "the interim period",

(g) with respect to paragraph (a) of subsection (9) of the Instructions under that Item, replace the reference to "financial year" in that subsection with a reference in subsection (9) of the Instructions under Item 8 of this Part to "interim period",

(h) with respect to paragraph (b) of subsection (9) of the Instructions under that Item, replace the reference to "financial year" in that paragraph with a reference in subsection (9) of the Instructions under Item 8 of this Part to "interim period",

(i) with respect to paragraph (c) of subsection (9) of the Instructions under that Item, replace the reference to "first month of a financial year and as at the end of each of the next 11 months of the year and dividing the total of those values by 13" in that paragraph with a reference in paragraph (c) of subsection (9) of the Instructions under Item 8 of this Part to "first month of an interim period and as at the end of each of the remaining months of the interim period and dividing the total of those values by the number of months in the interim period plus one month", and

(j) with respect to subsection (10) of the Instructions under that Item, replace the reference to "financial year" in that subsection with a reference in subsection (10) of the Instructions under Item 8 of this Part to "interim period".

Item 9 -- Risk Profile

Include the disclosure required under Item 10 of Part A and

(a) replace the reference in paragraph (b) of that Item to "for the financial year" with a reference in paragraph (b) under Item 9 of this Part to "for the interim period", and

(b) replace the reference in subsection (1) of the Instructions under that Item to "for the financial year" with a reference in subsection (1) of the Instructions under Item 9 of this Part to "for the interim period".

Item 10 -- Liquidity Profile

Include the disclosure required under Item 11 of Part A and

(a) replace the references in subsection (1) of that Item to "[insert the date of the end of the financial year]" with a reference under Item 10 of this Part to "[insert the date of the end of the interim period]",

(b) replace the reference in paragraph (b) of that Item to "during the 12-month period covered by the annual report" with a reference in paragraph (b) of Item 10 of this Part to "during the 6-month period covered by the interim report",

(c) replace the reference in paragraph (e) of that Item to "[insert the date of the end of the financial year]" with a reference in paragraph (e) of Item 10 of this Part to "[insert the date of date of the end of the interim period]", and

(d) replace the reference in paragraph (a) of subsection (2) of the Instructions under that Item to "end of the financial year" with a reference in paragraph (a) of subsection (2) of the Instructions under Item 10 of this Part to "end of the interim period".

Item 11 -- Borrowing and Leverage

Include the disclosure required under Item 12 of Part A and

(a) replace the reference in clause (A) of subparagraph (i) of paragraph (b) of that Item to "financial year" with a reference in clause (A) of subparagraph (i) of paragraph (b) under Item to "interim period",

(b) replace the reference in clause (B) of subparagraph (i) of paragraph (b) of that Item to "financial year" with a reference in clause (B) of subparagraph (i) of paragraph (b) under Item 11 of this Part to "interim period",

(c) replace the reference in clause (A) of subparagraph (i) of paragraph (c) of that Item to "financial year" with a reference in clause (A) of subparagraph (i) of paragraph (c) under Item 11 of this Part to "interim period", and

(d) replace the reference in clause (B) of subparagraph (i) of paragraph (c) of that Item to "financial year" with a reference in clause (B) of subparagraph (i) of paragraph (c) under Item 11 of this Part to "interim period".

Item 12 -- Other Material Information

Include the disclosure required under Item 13 of Part A under Item 12 of this Part.

Item 13 -- Additional Resources

Include the disclosure required under Item 14 of Part A and replace the reference in paragraph (c) of that Item to "prepared for the interim period ended [insert the end date of the next interim period in bold text]" with a reference under Item 13 of this Part to "prepared for the financial year ended [insert the end date of the next financial year in bold text]"..

25. The following form is added after Form 81-106A Contents of Annual and Interim Fund Report:

FORM 81-106B

CONTENTS OF QUARTERLY PORTFOLIO DISCLOSURE

GENERAL INSTRUCTIONS

Form

(1) Quarterly portfolio disclosure must include the disclosure required under this Form. Instructions for providing this disclosure are in italic type.

(2) Terms used and not defined in this Form that are defined in National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-105 Mutual Fund Sales Practicesand National Instrument 81-106 Investment Fund Continuous Disclosure have the same meanings as in those Instruments.

Responses

(3) Quarterly portfolio disclosure must state the required information concisely and in plain language.

(4) Responses must be as simple and direct as is reasonably possible and include only as much information as is necessary for readers to understand the matters for which disclosure is being provided.

(5) Quarterly portfolio disclosure must contain only the information that is required or permitted under this Form.

(6) All applicable Items in this Form must be responded to.

(7) Omit from Items answers that are not applicable or respond to them with the words "not applicable", unless otherwise required under this Form.

Presentation

(8) Quarterly portfolio disclosure must be prepared in a font that is legible and on letter-size paper. If a prepared quarterly portfolio disclosure is made available online, the information in the report must be presented in a way that enables that information to be printed in a readable format.

(9) Each Item in quarterly portfolio disclosure must be presented in the order and under the heading or sub-heading stipulated in this Form.

(10) If quarterly portfolio disclosure contains design elements including, for greater certainty, graphics, photos or artwork, the elements must not detract from the information disclosed in the document.

Item 1 -- Fund Details

Include the heading "Quarterly Portfolio Disclosure" and under that heading, provide the following:

(1) the name of the investment fund to which the quarterly portfolio disclosure pertains;

(2) the name of the investment fund manager of the investment fund referred to in subsection (1).

Item 2 -- Report Date and Period Covered

(1) Provide the date on which the report was prepared.

(2) Identify the period to which the report pertains.

Item 3 -- Total Net Asset Value

Include the sub-heading "Total Net Asset Value" and under that sub-heading, provide the total net asset value of the investment fund as at the end of the period to which the quarterly portfolio disclosure pertains.

Item 4 -- Summary of Investment Portfolio

(1) Include the sub-heading "Summary of Investment Portfolio" and under that sub-heading, provide a summary of the investment fund's portfolio as at the end of the period to which the quarterly portfolio disclosure pertains.

(2) The summary of investment portfolio referred to in subsection (1) must include all of the following:

(a) in the form of a table or a pie chart, at least one breakdown of the portfolio of the investment fund into subgroups;

(b) in the form of a table or a pie chart, the percentage of the aggregate net asset value of the investment fund represented by each subgroup referred to in paragraph (a);

(c) the 25 largest positions, by asset size, in the portfolio of the investment fund, each expressed as a percentage of net asset value of the investment fund;

(d) the disclosure of long positions and short positions in the portfolio of the investment fund, and the disclosure of the long positions separately from the short positions;

(e) the disclosure of the total percentage of net asset value represented by the long positions and short positions referred to in paragraph (d);

(f) a statement that the summary of investment portfolio may change due to ongoing portfolio transactions of the investment fund and that quarterly updates are available.

INSTRUCTIONS:

(1) Ensure that the information in the summary of investment portfolio is presented in an accessible and understandable way.

(2) An investment fund must prepare a breakdown of its investment portfolio using subgroup category names that are relevant to the nature of the fund.

(3) An investment fund that owns more than one class or series of securities of the same issuer must aggregate the classes or series of securities for the purposes of the disclosure required under this Item.

(4) Despite subsection (3) of the Instructions, an investment fund must not aggregate debt and equity securities of the same issuer for the purposes of the disclosure required under this Item.

(5) Portfolio assets other than securities must be aggregated if they have substantially similar investment risks and profiles including, for greater certainty, gold certificates that have been issued by different financial institutions.

(6) Treat cash and cash equivalents as one category.

(7) In determining its positions for purposes of the disclosure required under this Item, an investment fund must, for each long position in a derivative that is held by the investment fund for purposes other than hedging, treat the derivative as the directly held underlying interest of that derivative and for each index participation unit held by the investment fund, treat the index participation unit as the investment fund's proportionate share of the securities held by the issuer of the unit.

(8) If an investment fund invests substantially all of its assets directly, or indirectly, in securities of one other investment fund, disclose the 25 largest positions, by asset size, held by the other investment fund, by percentage of net asset value of the other investment fund, as disclosed by the other investment fund as at the most recent quarter end.

(9) If an investment fund invests in other investment funds, include a statement that the prospectus and other information about the other funds are available on the investment fund's designated website and at www.sedarplus.com.

(10) A labour sponsored or venture capital fund must disclose the 25 largest positions, by asset size, held by the labour sponsored or venture capital fund.

(11) Despite paragraph (2)(c) of Item 4, a labour sponsored or venture capital fund that complies with section 8.2 of National Instrument 81-106 Investment Fund Continuous Disclosureis not required to disclose a venture investment as a percentage of the net asset value of the fund..

Transition

26. Before [•+6 months], if an investment fund is required to comply with sections 3.2 and 3.3 and subsection 3.6(1) of National Instrument 81-106Investment Fund Continuous Disclosure as they were in force on [•-1], an investment fund is not required to comply with those provisions of National Instrument 81-106Investment Fund Continuous Disclosure as amended by this Instrument.

27. Before [•+1 year], if an investment fund has not filed an annual fund report and an interim fund report, a reference to "fund report" in subsection 3.6(2) of National Instrument 81-106Investment Fund Continuous Disclosure must be read as a reference to "fund report or management report of fund performance, as applicable".

28. Before [•+9 months], if an investment fund is required to comply with Parts 4, 5, 6, and 7 of National Instrument 81-106Investment Fund Continuous Disclosure as they were in force on [•-1], the investment fund is not required to comply with those provisions of National Instrument 81-106Investment Fund Continuous Disclosure, as amended by this Instrument.

29. Before [•+1 year], if an investment fund has not filed a fund report, a reference to "fund reports" in paragraph 9.4(2.2)(f) of National Instrument 81-106Investment Fund Continuous Disclosure must be read as a reference to "management report of fund performance".

Effective Date

30. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-13 -- Proposed Changes to Companion Policy 81-106 Investment Fund Continuous Disclosure

ANNEX B-13

PROPOSED CHANGES TO COMPANION POLICY 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE

1. Companion Policy 81-106 Investment Fund Continuous Disclosure is changed by this Document.

2. Section 3.3 is changed by replacing

(a) "Management Reports of Fund Performance" in the section title with "Fund Reports";

(b) "management reports of fund performance" with "fund reports".

3. The title to Part 4 is changed by replacing "Management Reports of Fund Performance" with "Fund Reports".

4. Subsection 4.1(1) is changed by replacing "management reports of fund performance" with "fund reports".

5. Subsection 4.1(5) is changed by deleting the following sentence: "Investment funds are obligated to state on the first page of their management reports of fund performance that this disclosure is available.".

6. Section 4.3 is changed by replacing

(a) "management report of fund performance" wherever it occurs with "fund report", and

(b) "management reports" with "fund reports".

7. The following Part is added:

Part 4.1 Fund Report

Sample

4.1.1 A sample fund report is set out in Appendix C to this Policy. The sample is provided for illustrative purposes only.

8. Subsection 10.1(1) is changed by replacing "management report of fund performance" with "fund report".

9. Subsection 10.1(5) is repealed.

10. The following Appendix C is added after Companion Policy 81-106 Investment Fund Continuous Disclosure:

APPENDIX C

SAMPLE FUND REPORT

[Editor's note: Appendix C -- Sample Fund Report is reproduced on the following internally numbered pages. Bulletin pagination resumes at the end of the Report.]

APPENDIX C -- SAMPLE FUND REPORT

ANNUAL FUND REPORT (for the 12-month period ended March 31, 2022)

XYZ Mutual Funds | XYZ Canadian Equity Fund | www.xyzfunds.com | Preparation Date: June 28, 2022

Purpose and Content

This Annual Fund Report contains important information about your fund. Use this report and speak with your representative to assess whether your fund continues to be right for you. This document is intended for investors of all backgrounds and levels of investment experience. It includes the following information about your fund:

1. Investment Objectives and Strategies	6. Risk Profile
2. Portfolio Holdings	7. Liquidity Profile
3. Costs	8. Borrowing and Leverage
4. Performance	9. Other Material Information
5. Statistics	10. Additional Resources.

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Important: This Annual Fund Report may contain forward-looking statements that reflect current forecasts of future events. Due to many factors, such as general economic and political conditions in Canada and internationally, actual events may differ materially from those expressed in, or implied by, these forward-looking statements. Do not overly rely on forward-looking statements to make investment decisions.

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1. Investment Objectives and Investment Strategies

Summary of fund's investment objectives and investment strategies		Fund's satisfaction of its investment objectives and use of investment strategies during the last 12 months		Factors that may impact the fund's satisfaction of its investment objectives and use of investment strategies going forward
•	This fund aims to increase the value of your investment by investing in a broad range of equity securities of Canadian companies of any size and from any industry.	•	During the period, the net asset value of the fund increased from $1.05 billion to $1.2 billion due to positive performance, partially offset by net redemptions.	•	While long-term prospects for Canadian equities are positive, strong equity market performance in the period covered by this Fund Report, coupled with full valuation levels across most sectors, is likely to lead to more modest returns.
•	Equities are selected that trade below their intrinsic value, demonstrate superior earnings growth and positive price momentum.			•	Equity markets and the global economy may be challenged by high inflation levels, continued supply-chain issues, geopolitical uncertainty and rising interest rates.
				•	Risk related to U.S. Federal Reserve policy could slow growth by raising interest rates too quickly or could fail to contain inflation by raising them too slowly, leading to larger rate increases.

2. Portfolio Holdings

Increased exposure		Decreased exposure
•	Energy industry	•	Materials sector

More Information:

• See the designated website for the fund's Quarterly Portfolio Disclosure.

• More detailed portfolio holdings information is available in the financial statements for the fund, in particular the Statement of Investment Portfolio.

3. Costs (information is provided as of March 31, 2022)

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Summary:

The fund expense ratio for Series A (the series with the highest fund expense ratio) was 2.57%. The fund expense ratio of Series A increased by 0.01% as compared to the year prior.

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Did you know...
A fund's management expense ratio ("MER") is the total of the fund's management fee (which includes the trailing commission) and operating expenses.	A fund's trading expense ratio ("TER") represents the fund's trading costs.	Fund expenses reduce the return on your investment.	Each investment fund can have different classes or series of securities and each class or series can have different costs and therefore different returns - make sure you know which class or series you hold.
		A fund expense ratio ("FER") is the total of the fund's MER and TER.

 

For the year ended March 31, 2022	Management expense ratio (%){1}	Trading expense ratio (%)	Fund expense ratio (%) The fund expense ratio represents the total of all ongoing expenses set out in this table and does not represent a separate expense charged to the investment fund.	Fund expenses ($) per $1000 invested
Series A	2.50	0.07	2.57	26
Series B	2.40	0.07	2.47	25
Series T5	1.81	0.07	1.88	19
Series D	1.05	0.07	1.12	11
Series F	0.77	0.07	0.84	8
Series FT5	0.77	0.07	0.84	8
Series I	0.25	0.07	0.32	3
Series O	0.02	0.07	0.09	1

{1} See Other Material Information for MER without waivers or absorptions.

4. Performance

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Summary:

Performance of the Series A units (+26.2%) was lower than the fund's benchmark, the S&P/TSX Composite Total Return Index (+27.5%) over the period covered by the report.

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Did you know...

A benchmark is typically a market or sector index against which the performance of an investment fund can be measured. By comparing a fund to an appropriate benchmark, you can see how the investments held by the fund performed compared to the market or sector in general.

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Important:

• Performance of the series of securities that you hold may not be presented in this Fund Report. Information is only presented in respect of the series with the highest management fee (Series A).

• Returns provided are after expenses have been deducted. These expenses reduce the fund's returns and they negatively compound over time since the money used to pay expenses is not able to grow.

• Past performance of the fund does not necessarily indicate how the fund will perform in the future. For example, strong past performance may not be repeated.

• The benchmark of the fund is the S&P/TSX Composite Total Return Index. The S&P/TSX Composite Total Return Index is a market capitalization-weighted index of securities of the largest and most liquid companies on the Toronto Stock Exchange.

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Performance against benchmark		Contributors to performance		Detractors from performance
•	Last year performance of the benchmark was 1.3% higher than that of Series A of the fund.	•	Overweight allocation to the financials sector.	•	Investments in certain stocks in the materials sector.
		•	Exposure to certain stocks in the information technology sector.	•	Underweight allocation to the communication services sector.

a) Year-by-Year Returns

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How to Read this Information:

The following bar chart shows the fund's annual performance for each of the financial years shown.

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Series A (%)

b) Annual Compound Returns

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How to Read this Information:

• This table shows the fund's annual compound total returns for the periods indicated, compared with its benchmark.

• All benchmark returns are calculated in Canadian dollars on a total return basis, meaning that all dividend payments, interest income accruals and interest payments are reinvested.

• Benchmarks are not investable, and benchmark returns do not reflect transaction costs associated with making actual investments.

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Percentage Return	1 Yr	3 Yr	5 Yr	10 Yr	Since Inception {1}
Series A	26.2	8.3	13.9	11.3
S&P/TSX Composite Total Return Index	27.5	9.4	15.9	13.3

{1} The return since inception for each series will differ when the inception date differs and is only provided when a series has been active for a period of less than 10 years.

More Information:

• If performance information for your series of securities is not included here, refer to the performance information in the Fund Facts for that series and on the designated website of the investment fund.

• Find more information about the expenses associated with your fund in its Fund Facts.

5. Statistics (information is provided as of March 31, 2022)

Did you know...
A fund's portfolio turnover rate represents how frequently the portfolio manager buys and sells securities.	A fund's distributions can consist of dividends, interest, capital gains, return of capital or other income the fund earns on its investments.	A fund's distribution rate represents its distributions as a percentage of its net asset value per unit.

 

Portfolio turnover rate (%) for the year ended March 31, 2022

39.97

 

For the year ended Mar. 31, 2022	Total distributions ($)	Portion of distributions that is return of capital ($)	Distribution rate (%)
Series A	0.88	0.00	6.50
Series B	0.88	0.00	6.50
Series T5	0.87	0.00	6.60
Series D	1.03	0.00	7.50
Series F	1.17	0.00	7.80
Series FT5	1.13	0.00	7.80
Series I	1.26	0.00	8.40
Series O	1.07	0.00	8.70

6. Risk Profile

• During the period covered, there were no changes to the fund that materially affected the overall risk level associated with an investment in the fund.

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Did you know...

A mutual fund's risk rating is based on how much the fund's returns have changed from year to year. If the fund's returns vary a lot, the fund may be considered higher risk because its performance can change quickly up or down. The rating can change over time. Monitoring the rating can help you make decisions about whether this fund continues to be appropriate for you.

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Risk rating change (since the last Fund Report dated September 30, 2021)		Added or removed risks (since the last Fund Report dated September 30, 2021)
•	No change	•	No new risks identified and no existing risks removed

More Information:

• Find your fund's current risk rating in its most recent Fund Facts document.

• Find a discussion of the risks applicable to your fund in the most recent simplified prospectus.

7. Liquidity Profile (information is provided as of March 31, 2022)

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Summary:

The fund could sell (for cash) 83.5% of its holdings within one day, and 99.1% within one week. The fund did not face any liquidity challenges during the reporting period.

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• There were no material liquidity issues during the reporting period.

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How to Read this Information:

• The following pie chart illustrates the number of days needed to convert the fund's portfolio holdings into cash under normal market conditions. The more of a fund's portfolio holdings that can be converted into cash within a short timeframe, the more liquid it is and the easier it will be to sell your holdings at a fair price. This can be particularly important during periods of greater than usual market volatility. Decide whether you are comfortable with the liquidity of your fund's portfolio holdings.

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Liquidity of the Investment Portfolio of Your Investment Fund as at March 31, 2022

8. Borrowing and Leverage

This fund does not engage in any borrowing or use leverage.

9. Other Material Information

The investment fund manager waived or absorbed some of the fund's expenses. Had the investment fund manager not done so, the MER would have been higher. MER without waivers or absorptions for Series D was 1.07% for the year ended March 31, 2022.

10. Additional Resources

Contact XYZ Mutual Funds for a copy of this Fund Report, questions about this Fund Report, or a copy of the financial statements for this fund:

XYZ Mutual Funds	Phone: (416) 555-5555	Designated Website:
123 Asset Allocation St.	Toll-free: 1-800-555-5556
Toronto, ON M1A 2B3	E-mail: investing@xyzfunds.com
	www.xyzfunds.com
To learn more about investing in mutual funds, see the brochure "Understanding mutual funds", which is available on the website of the Canadian Securities Administrators at https://www.securities-administrators.ca/.		CSA Website:

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Your next Fund Report will be prepared for the interim period ended September 30, 2022. Like this Fund Report, it will assist you in making decisions about your investment in this fund.

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.

11. These changes become effective on [•].

Annex B-14 -- Proposed Amendments to National Instrument 81-107 Independent Review Committee for Investment Funds

ANNEX B-14

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS

1. National Instrument 81-107 Independent Review Committee for Investment Funds is amended by this Instrument.

2. The Instrument is amended by adding the following section:

Manager to prepare report on related party transactions

2.5 (1) The manager must prepare, for each financial year of the investment fund and no later than the date the investment fund files its annual financial statements, a report that includes, under the heading "Manager's Report on Related Party Transactions", all of the following:

(a) a list containing the following information regarding any report filed by the investment fund with the securities regulatory authority or regulator in the most recent financial year that pertains to any transaction involving an entity related to the manager or any other related party to the investment fund:

(i) the title of the report;

(ii) a brief description of the types of transactions to which the report pertains;

(iii) the date of the report;

(b) a statement that any report referred to in paragraph (a) is available at www.sedarplus.com;

(c) for any transaction entered into by the investment fund with an entity related to the manager or any other related party of the investment fund that is not identified in any report referred to in paragraph (a), the following information:

(i) a brief description of the type of transaction;

(ii) for each transaction identified in subparagraph (i), a brief description of any provision in securities legislation or any order made under securities legislation that imposes a requirement to do any of the following:

(A) provide disclosure about the transaction;

(B) keep a record in respect of the transaction.

(2) For the purposes of preparing a report under subsection (1), a related party to the investment fund includes, for greater certainty, all of the following:

(a) the manager;

(b) an affiliate of the manager;

(c) the portfolio adviser;

(d) an affiliate of the portfolio adviser;

(e) a dealer that is related to the investment fund;

(f) a dealer that is related to the manager;

(g) a dealer that is related to the portfolio adviser;

(h) another investment fund that is managed by the manager or an affiliate of that manager..

3. Except in British Columbia, subsection 4.4(1) is amended by

(a) deleting "and" in subparagraph (h)(iii),

(b) replacing "." after paragraph (i) with "; and", and

(c) adding the following paragraph:

(j) in an appendix, the report prepared by the manager under subsection 2.5(1).

4. In British Columbia, subsection 4.4 (1) is amended

(a) in subparagraph (h)(ii) by adding "and" after "not meeting the condition;",

(b) in subparagraph (h)(iii) by replacing "with the matter; and" with "with the matter;",

(c) by

(i) renumbering subparagraph (h)(iv) as paragraph (i),

(ii) replacing "." at the end of paragraph (i) with ";"

(d) by adding the following paragraph:

(j) in an appendix, the report prepared by the manager under subsection 2.5(1)..

5. Section 6.2 is amended

(a) in subsection (2) by adding "in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases" after "securities regulatory authority or regulator", and

(b) by adding the following subsections:

(5) The investment fund conflict of interest reporting requirements do not apply to an investment fund that files a report under subsection (2).

(6) For the purpose of subsection (5), "investment fund conflict of interest reporting requirements" has the meaning ascribed to that term in National Instrument 81-102 Investment Funds..

6. Subsection 6.3(3) is amended by adding "in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases" after "securities regulatory authority or regulator".

7. Section 6.3 is amended by adding the following subsections:

(6) The investment fund conflict of interest reporting requirements do not apply to an investment fund that prepares and files the report referred to in subsection (3).

(7) For the purpose of subsection (6), "investment fund conflict of interest reporting requirements" has the meaning ascribed to that term in National Instrument 81-102 Investment Funds..

8. Section 6.4 is amended

(a) in subsection (2) by adding "in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases" after "securities regulatory authority or regulator", and

(b) by adding the following subsections:

(5) The investment fund conflict of interest reporting requirements do not apply to an investment fund that prepares and files the report referred to in subsection (2).

(6) For the purpose of subsection (5), "investment fund conflict of interest reporting requirements" has the meaning ascribed to that term in National Instrument 81-102 Investment Funds..

9. The following form is added after Appendix B:

FORM 81-107A

CONFLICT REPORTING FORM FOR RELATED ISSUER PURCHASES

GENERAL INSTRUCTIONS

Form

(1) A report prepared in accordance with this Form must include the disclosure required in this Form. Instructions for providing this disclosure are in italic type.

(2) Terms used and not defined in this Form that are defined or interpreted in National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-105 Mutual Fund Sales Practices, National Instrument 81-106 Investment Fund Continuous Disclosure, and this Instrument have the same meanings as in those national instruments.

Responses

(3) A report prepared in accordance with this Form must state the required information concisely and in plain language.

(4) Responses must be as simple and direct as is reasonably possible and include only as much information as is necessary for readers to understand the matters for which disclosure is being provided.

(5) A report prepared in accordance with this Form must contain only the information that is required or permitted under this Form.

(6) All applicable items in this Form must be responded to.

(7) Omit from items answers that are not applicable or respond to them with the words "not applicable", unless otherwise required under this Form.

(8) Prepare a report prepared in accordance with this Form in respect of one or more investment funds. If the report combines information in respect of more than one investment fund, the information under Item 4 must be presented in the form of a single table, ordered alphabetically by name of each applicable investment fund and, for each applicable investment fund, ordered chronologically by the date of purchase by the investment fund.

Presentation

(9) A report prepared in accordance with this Form must be prepared in a font that is legible and on letter-size paper. If a report is made available online, the information in the report must be presented in a way that enables that information to be printed in a readable format.

(10) Each Item in a report prepared in accordance with this Form must be presented in the order and under the heading or sub-heading stipulated in this Form.

(11) If a report prepared in accordance with this Form contains design elements including, for greater certainty, graphics, photos or artwork, the elements must not detract from the information disclosed in the document.

Item 1 -- Fund Details

(1) Provide the name of each investment fund to which this report pertains.

(2) Provide the name of the investment fund manager for each investment fund identified in subsection (1).

Item 2 -- Securities Legislation and Exemptive Relief

Identify the provisions of securities legislation under which this report is being prepared.

Item 3 -- Report Date and Period Covered

(1) Provide the date on which this report was prepared.

(2) Identify the period to which this report pertains.

Item 4 -- Related Issuer Investments

In the form of a table, provide the following information, as applicable, for each type of investment referred to in sections 6.2, 6.3 and 6.4 of this Instrument during the period covered by this report:

(a) the name of the investment fund to which this report relates;

(b) the date of the investment;

(c) the name of the issuer of the security in which the investment was made;

(d) the class or series of the security in which the investment was made;

(e) the coupon rate and maturity date of the security in which the investment was made;

(f) the number of securities purchased in the investment;

(g) the price per security purchased in the investment;

(h) in the case of an investment in a debt security, each source of any independent quote or independent pricing used to determine the price per security in which the investment was made;

(i) the settlement amount of the investment;

(j) the name of any related person or company that has received, or will receive, a fee in respect of the investment made;

(k) the name of any dealer used to execute the investment;

(l) whether the investment was made in the primary market or the secondary market..

Transition

10. Before [•+9 months], if an investment fund complies with Parts 4, 5, 6 and 7 of National Instrument 81-106 Investment Fund Continuous Disclosure as they were in force on [•-1] and Parts 2 and 4 of National Instrument 81-107 Independent Review Committee for Investment Funds as they were in force on [•-1], Parts 2 and 4 of National Instrument 81-107 Independent Review Committee for Investment Funds as amended by this Instrument do not apply to the investment fund.

11. Before [• +9 months], if an investment fund complies with Part 6 of National Instrument 81-107 Independent Review Committee for Investment Funds as it was in force on [•-1], the investment fund is not required to comply with Part 6 of National Instrument 81-107 Independent Review Committee for Investment Funds as amended by this Instrument.

Effective Date

12. (1) This Instrument comes into force on [•].

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [•], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

Annex B-15 -- Proposed Change to Commentary in National Instrument 81-107 Independent Review Committee for Investment Funds

ANNEX B-15

PROPOSED CHANGE TO COMMENTARY IN NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS

1. The Commentary to National Instrument 81-107 Independent Review Committee for Investment Funds is changed by this Document.

2. The following is added after section 2.5:

Commentary

1. Paragraph (1)(a) requires the manager to provide summary information regarding related party transaction reports required by securities legislation to be prepared by the fund manager. Paragraph (1)(b) also requires stating that the reports are available at www.sedarplus.com.

2. Paragraph (1)(b) recognizes that securities legislation mandates the filing of the particulars of only certain types of related party transactions, e.g. those carried out pursuant to subsections 6.2(2), 6.3(3), and 6.4(2) of NI 81-107, and paragraph 4.1(4)(c) of NI 81-102. Other types of related party transactions (e.g. inter-fund trades, principal trades in debt securities, fund-on-related fund investments) may be subject to recordkeeping or disclosure requirements that are contained in securities legislation or that are made in orders made under securities legislation. Subparagraph (1)(c)(i) requires the manager to provide a brief, general summary of these transactions, while subparagraph (1)(c)(ii) requires the manager to identify the recordkeeping and disclosure requirements applicable to the transactions..

3. This change becomes effective on [•].

Annex C-1 -- Blackline Illustrating Proposed Amendments to National Instrument 41-101 General Prospectus Requirements

ANNEX C-1

BLACKLINE ILLUSTRATING PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

Contents

Part 1 Definitions and Interpretations

Definitions

Interpretation of "prospectus", "preliminary prospectus", "final prospectus", "long form prospectus", and "short form prospectus"

Interpretation of "business"

Interpretation of "affiliate"

Interpretation of "payments to be made"

Part 2 Requirements for All Prospectus Distributions

Application of the Instrument

Language

General requirements

Special warrants

Part 3 Form of Prospectus

Form of prospectus

Part 3A Scholarship Plan Prospectus Requirements

Plain language and presentation

Combinations of documents

Order of contents of bound documents

Plan summary

Documents to be delivered or sent upon request

Part 3B ETF Facts Document Requirements

Application

Plain language and presentation

Preparation in the required form

Websites

Part 3C Delivery of ETF Facts Documents for Investment Funds

Application

Obligation to deliver ETF facts documents

Delivery of ETF facts documents for no-trailing-commission ETF switches

Delivery of ETF facts documents for subsequent purchases under a pre-authorized purchase plan or a portfolio rebalancing plan

Delivery of ETF facts documents for managed accounts and permitted clients

Delivery of ETF facts documents for automatic switch programs

Combinations of ETF facts documents for delivery purposes

Combinations of ETF facts documents for filing purposes

Time of receipt

Dealer as agent

Purchaser's right of action for failure to deliver or send

Part 4 Financial Statements and Related Documents in a Long Form Prospectus

Application

Review of unaudited financial statements

Approval of financial statements and related documents

Part 5 Certificates

Interpretation

Date of certificates

Certificate of issuer

Corporate issuer

Trust issuer

Limited partnership issuer

Other issuer

Reverse takeovers

Certificate of underwriter

Certificate of investment fund manager

Certificate of principal distributor

Certificate of promoter

Certificate of credit supporter

Certificate of selling securityholders

Certificate of operating entity

Certificate of other persons

Part 6 Amendments

Form of amendment

Required documents for filing an amendment

Required documents for filing an amendment to an ETF facts document

Auditor's comfort letter

Delivery of amendments

Amendment to a preliminary prospectus

Amendment to a final prospectus

Part 7 Non-fixed Price Offerings and Reduction of Offering Price under a Final Prospectus Application

Non-fixed price offerings and reduction of offering price

Part 8 Best Efforts Distributions

Application

Distribution period

Minimum amount of funds

Part 8A Rights Offerings

Application and definitions

Filing of prospectus for a rights offering

Additional subscription privilege

Stand-by commitments

Appointment of depository

Amendment

Part 9 Requirements for Filing a Long Form Prospectus

Required documents for filing a preliminary or pro forma long form prospectus

Required documents for filing a final long form prospectus

Material contracts

Part 10 Consents and Licences, Registrations and Approvals

Consents of experts

Licences, registrations and approvals

Part 11 Over-Allocation and Underwriters

Over-allocation

Distribution of securities under a prospectus to an underwriter

Take-up by underwriter

Part 12 Restricted Securities

Application

Use of restricted security term

Prospectus filing eligibility

Part 13 Advertising and Marketing in Connection with Prospectus Offerings of Issuers other than Investment Funds

Legend for communications during the waiting period

Legend for communications following receipt for the final prospectus

Testing of the waters exemption -- IPO issuers

Standard term sheets during the waiting period

Standard term sheets after a receipt for a final prospectus

Marketing materials during the waiting period

Marketing materials after a receipt for a final prospectus

Road shows during the waiting period

Road shows after a receipt for a final prospectus

Exception from procedures for road shows for certain U.S. cross-border initial public offerings

Exception from filing and incorporation requirements for road shows for certain U.S. cross-border offerings

PART 13A Advertising and Marketing in Connection with Prospectus Offerings of Investment Funds

Application

Legend for communications during the waiting period

Legend for communications following receipt for the final prospectus

Advertising during the waiting period

Part 14 Custodianship of Portfolio Assets of an Investment Fund

General

Who may act as custodian or sub-custodian

Standard of care

Appointment of sub-custodian

Content of agreements

Review and compliance reports

Holding of portfolio assets and payment of fees

Custodial provisions relating to derivatives and securities lending, repurchases and reverse repurchase agreements

Custodial provisions relating to short sales

Separate account for paying expenses

Part 15 Documents Incorporated by Reference by Investment Funds

Application

Incorporation by reference

Documents to be delivered or sent upon request

Part 16 Distribution of Preliminary Prospectus and Distribution List

Distribution of preliminary prospectus and distribution list

Part 17 Lapse Date

Pro forma prospectus

Refiling of prospectus

Part 18 Statement of Rights

Statement of rights

Part 19 Exemption

Exemption

Application for exemption

Evidence of exemption

Part 20 Transition, Effective Date, and Repeal

Transition

Effective Date

Repeal

Appendix A

Schedule 1 Part A

Schedule 1 Part B

Schedule 2 Personal Information Collection Policy

Schedule 3 Regulators and Securities Regulatory Authorities

Appendix B Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

Appendix C Non-Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

Appendix D To National Instrument 41-101 General Prospectus Requirements

Appendix E To National Instrument 41-101 General Prospectus Requirements

Appendix F ETF Facts Automatic Switch Program Information for Section 3C.2.4

PART 1

DEFINITIONS AND INTERPRETATIONS

Definitions

1.1 In this Instrument:

"accredited investor" has the same meaning as in section 1.1 of NI 45-106;

"acquisition" has the same meaning as in Part 8 of NI 51-102;

"acquisition date" has the same meaning as in section 1.1 of NI 51-102;

"acquisition of related businesses" has the same meaning as in Part 8 of NI 51-102;

"Aequitas personal information form" means a personal information form for an individual prepared pursuant to Aequitas NEO Exchange Inc. Form 3, as amended from time to time;

"alternative credit support" has the same meaning as in section 13.4 of NI 51-102;

"alternative mutual fund" has the same meaning as in section 1.1 of NI 81-102;

"asset-backed security" has the same meaning as in section 1.1 of NI 51-102;

"base offering" means the number or principal amount of the securities distributed under a prospectus by an issuer or selling securityholder, excluding

(a) any over-allotment option granted in connection with the distribution, or the securities issuable on the exercise of any such over-allotment option, and

(b) securities issued or paid as compensation to a person or company for acting as an underwriter in respect of securities that are distributed under the prospectus, on an "as-if-converted" basis if these securities include securities that are convertible or exchangeable securities;

"board of directors" has the same meaning as in section 1.1 of NI 51-102;

"business acquisition report" has the same meaning as in section 1.1 of NI 51-102;

"business day" means any day other than a Saturday, a Sunday or a statutory holiday;

"class" has the same meaning as in section 1.1 of NI 51-102;

"credit supporter" has the same meaning as in section 13.4 of NI 51-102;

"custodian" means the institution appointed by an investment fund to act as custodian of the portfolio assets of the investment fund;

"date of transition to IFRS" has the same meaning as in section 1.1 of NI 51-102;

"derivative" means an instrument, agreement or security, the market price, value or payment obligation of which is derived from, referenced to, or based on an underlying interest;

"designated foreign jurisdiction" has the same meaning as in section 1.1 of NI 52-107;

"equity investee" has the same meaning as in section 1.1 of NI 51-102;

"designated rating organization" has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions;

"designated website" has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

"DRO affiliate" has the same meaning as in section 1 of NI 25-101;

"equity security" means a security of an issuer that carries a residual right to participate in the earnings of the issuer and, on the liquidation or winding up of the issuer, in its assets;

"ETF" or "exchange-traded mutual fund" means a mutual fund in continuous distribution, the securities of which are

(a) listed on an exchange, and

(b) trading on an exchange or an alternative trading system;

"ETF facts document" means a completed Form 41-101F4;

"executive officer" means, for an issuer or an investment fund manager, an individual who is

(a) a chair, vice-chair or president,

(a.1) a chief executive officer or chief financial officer,

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c) performing a policy-making function in respect of the issuer or investment fund manager;

"final prospectus notice" means,

(a) in British Columbia, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario and Saskatchewan, a written communication relating to a final prospectus if that communication is permitted by a provision in securities legislation listed opposite the jurisdiction in Appendix E, or

(b) in every other jurisdiction of Canada, a written communication relating to a final prospectus that only

(i) identifies the security proposed to be issued,

(ii) states the price of the security, and

(iii) states the name and address of a person or company from whom purchases of the security may be made and from whom a final prospectus may be obtained;

"financial statements" includes interim financial reports;

"first IFRS financial statements" has the same meaning as in section 1.1 of NI 51-102;

"foreign disclosure requirements" has the same meaning as in section 1.1 of NI 52-107;

"Form 41-101F1" means Form 41-101F1 Information Required in a Prospectus of this Instrument;

"Form 41-101F2" means Form 41-101F2 Information Required in an Investment Fund Prospectus of this Instrument;

"Form 41-101F3" means Form 41-101F3 Information Required in a Scholarship Plan Prospectus of this Instrument;

"Form 41-101F4" means Form 41-101F4 Information Required in an ETF Facts Document of this Instrument;

"Form 44-101F1" means Form 44-101F1 Short Form Prospectus of NI 44-101;

"Form 51-101F1" means Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information of NI 51-101;

"Form 51-101F2" means Form 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor of NI 51-101;

"Form 51-101F3" means Form 51-101F3 Report of Management and Directors on Oil and Gas Disclosure of NI 51-101;

"Form 51-102F1" means Form 51-102F1 Management's Discussion & Analysis of NI 51-102;

"Form 51-102F2" means Form 51-102F2 Annual Information Form of NI 51-102;

"Form 51-102F4" means Form 51-102F4 Business Acquisition Report of NI 51-102;

"Form 51-102F5" means Form 51-102F5 Information Circular of NI 51-102;

"Form 51-102F6" means Form 51-102F6 Statement of Executive Compensation of NI 51-102;

"Form 51-102F6V" means Form 51-102F6V Statement of Executive Compensation -- Venture Issuers of NI 51-102;

"Form 52-110F1" means Form 52-110F1 Audit Committee Information Required in an AIF of NI 52-110;

"Form 52-110F2" means Form 52-110F2 Disclosure by Venture Issuers of NI 52-110;

"Form 58-101F1" means Form 58-101F1 Corporate Governance Disclosure of NI 58-101;

"Form 58-101F2" means Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) of NI 58-101;

"full and unconditional credit support" means

(a) alternative credit support that

(i) entitles the holder of the securities to receive payment from the credit supporter, or enables the holder to receive payment from the issuer, within 15 days of any failure by the issuer to make a payment, and

(ii) results in the securities receiving the same credit rating as, or a higher credit rating than, the credit rating they would have received if payment had been fully and unconditionally guaranteed by the credit supporter, or would result in the securities receiving such a rating if they were rated, or

(b) a full and unconditional guarantee of the payments to be made, as interpreted in section 1.5, by the issuer of securities, as stipulated in the terms of the securities or in an agreement governing rights of holders of the securities, that results in the holder of such securities being entitled to receive payment from the credit supporter within 15 days of any failure by the issuer to make a payment;

"independent review committee" means an independent review committee under NI 81-107;

"information circular" has the same meaning as in section 1.1 of NI 51-102;

"interim period" has the same meaning as in

(a) section 1.1 of NI 51-102 for an issuer other than an investment fund, or

(b) section 1.1 of NI 81-106 for an investment fund;

"investment dealer" has the same meaning as in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"IPO venture issuer" means an issuer that

(a) files a long form prospectus,

(b) is not a reporting issuer in any jurisdiction immediately before the date of the final long form prospectus, and

(c) at the date of the long form prospectus, does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on

(i) the Toronto Stock Exchange,

(i.1) Aequitas NEO Exchange Inc.,

(ii) a U.S. marketplace, or

(iii) a marketplace outside of Canada and the United States of America, other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc;

"issuer's GAAP" has the same meaning as in section 1.1 of NI 52-107; "junior issuer" means an issuer

(a) that files a preliminary prospectus,

(b) that is not a reporting issuer in any jurisdiction,

(c) whose total consolidated assets as at the date of the most recent statement of financial position of the issuer included in the preliminary prospectus are less than $10,000,000,

(d) whose consolidated revenue as shown in the most recent annual statement of comprehensive income of the issuer included in the preliminary prospectus is less than $10,000,000, and

(e) whose equity as at the date of the most recent statement of financial position of the issuer included in the preliminary prospectus is less than $10,000,000,

taking into account all adjustments to asset, revenue and equity calculations necessary to reflect each significant proposed acquisition of a business or related business by an issuer that has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high, and each completed significant acquisition of a business or related business that was completed,

(f) for paragraphs (c) and (e), before the date of the preliminary prospectus and after the date of the issuer's most recent statement of financial position included in the preliminary prospectus as if each acquisition had taken place as at the date of the issuer's most recent statement of financial position included in the preliminary prospectus, and

(g) for paragraph (d), after the last day of the most recent annual statement of comprehensive income of the issuer included in the preliminary prospectus as if each acquisition had taken place at the beginning of the issuer's most recently completed financial year for which a statement of comprehensive income is included in the preliminary prospectus;

"labour sponsored or venture capital fund" has the same meaning as in section 1.1 of NI 81-106;

"lead underwriter" means, in respect of a syndicate of underwriters,

(a) the underwriter designated under the underwriting agreement to act as the manager of the syndicate, or

(b) if more than one underwriter is designated under the underwriting agreement to act as a manager of the syndicate, the underwriter designated under the agreement to have primary decision-making authority;

"limited-use version" means a template version in which the spaces for information have been completed in accordance with any of the following:

(a) subsection 13.7(2) or 13.8(2);

(b) subsection 7.6(2) of NI 44-101;

(c) subsection 9A.3(2) of NI 44-102;

(d) subsection 4A.3(3) of NI 44-103;

"long form prospectus" means a prospectus filed in the form of Form 41-101F1, Form 41-101F2 or Form 41-101F3;

"marketing materials" means a written communication intended for potential investors regarding a distribution of securities under a prospectus that contains material facts relating to an issuer, securities or an offering but does not include the following:

(a) a prospectus or any amendment;

(b) a standard term sheet;

(c) a preliminary prospectus notice;

(d) a final prospectus notice;

"material contract" means any contract that an issuer or any of its subsidiaries is a party to, that is material to the issuer;

"mineral project" has the same meaning as in section 1.1 of NI 43-101;

"NI 14-101" means National Instrument 14-101 Definitions;

"NI 25-101" means National Instrument 25-101 Designated Rating Organizations;

"NI 33-105" means National Instrument 33-105 Underwriting Conflicts;

"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects;

"NI 44-101" means National Instrument 44-101 Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 Shelf Distributions;

"NI 44-103" means National Instrument 44-103 Post-Receipt Pricing;

"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions;

"NI 51-101" means National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

"NI 52-110" means National Instrument 52-110 Audit Committees;

"NI 58-101" means National Instrument 58-101 Disclosure of Corporate Governance Practices;

"NI 81-101" means National Instrument 81-101 Mutual Fund Prospectus Disclosure;

"NI 81-102" means National Instrument 81-102 Investment Funds;

"NI 81-106" means National Instrument 81-106 Investment Fund Continuous Disclosure;

"NI 81-107" means National Instrument 81-107 Independent Review Committee for Investment Funds;

"non-voting security" means a restricted security that does not carry the right to vote generally, except for a right to vote that is mandated, in special circumstances, by law;

"old financial year" means the financial year of an issuer that immediately precedes a transition year;

"over-allocation position" means the amount, determined as at the closing of a distribution, by which the aggregate number or principal amount of securities that are sold by one or more underwriters of the distribution exceeds the base offering;

"over-allotment option" means a right granted to one or more underwriters by an issuer or a selling securityholder of the issuer in connection with the distribution of securities under a prospectus to acquire, for the purposes of covering the underwriter's over-allocation position, a security of an issuer that has the same designation and attributes as a security that is distributed under such prospectus, and which

(a) expires not later than the 60th day after the date of the closing of the distribution, and

(b) is exercisable for a number or principal amount of securities that is limited to the lesser of

(i) the over-allocation position, and

(ii) 15% of the base offering;

"personal information form" means,

(a) a completed Schedule 1 of Appendix A,

(b) a completed TSX/TSXV personal information form submitted by an individual to the Toronto Stock Exchange or to the TSX Venture Exchange to which is attached a completed certificate and consent in the form set out in Schedule 1 -- Part B of Appendix A, or

(c) a completed Aequitas personal information form submitted by an individual to Aequitas NEO Exchange Inc., to which is attached a completed certificate and consent in the form set out in Schedule 1 -- Part B of Appendix A;

"plan summary" means a document prepared in accordance with the requirements of Part A of Form 41-101F3;

"predecessor personal information form" means,

(a) a completed Schedule 1 of Appendix A in the form that was in effect from March 17, 2008 until May 14, 2013, or

(b) a completed TSX/TSXV personal information form to which is attached a completed certificate and consent in the form that was in effect from March 17, 2008 until May 14, 2013;

"preliminary prospectus notice" means,

(a) in a jurisdiction other than Québec, a communication relating to a preliminary prospectus if that communication is permitted by a provision in securities legislation listed opposite the jurisdiction in Appendix D, or

(b) in Québec, a written communication relating to a preliminary prospectus that only

(i) identifies the security proposed to be issued,

(ii) states the price of the security, if determined, and

(iii) states the name and address of a person or company from whom purchases of the security may be made and from whom a preliminary prospectus may be obtained;

"principal securityholder" means a person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the issuer;

"private issuer" has the same meaning as in section 2.4 of NI 45-106;

"profit or loss attributable to owners of the parent" has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises;

"profit or loss from continuing operations attributable to owners of the parent" has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises;

"publicly accountable enterprise" has the same meaning as in Part 3 of NI 52-107;

"related credit supporter" of an issuer means a credit supporter of the issuer that is an affiliate of the issuer;

"restricted security" means an equity security that is not a preferred security of an issuer if any of the following apply:

(a) there is another class of securities of the issuer that carries a greater number of votes per security relative to the equity security,

(b) the conditions attached to the class of equity securities, the conditions attached to another class of securities of the issuer, or the issuer's constating documents have provisions that nullify or significantly restrict the voting rights of the equity securities,

(c) the issuer has issued another class of equity securities that entitle the owners of securities of that other class to participate in the earnings or assets of the issuer to a greater extent, on a per security basis, than the owners of the first class of equity securities, or

(d) except in Ontario and British Columbia, the regulator determines that the equity security is a restricted security;

"restricted security reorganization" means any event resulting in the creation of restricted securities, directly or through the creation of subject securities or securities that are, directly or indirectly, convertible, or exercisable or exchangeable for, restricted securities or subject securities or any change in the rights attaching to restricted securities, subject securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted securities or subject securities, including

(a) any

(i) amendment to an issuer's constating documents,

(ii) resolution of the board of directors of an issuer setting the terms of a series of securities of the issuer, or

(iii) restructuring, recapitalization, reclassification, arrangement, amalgamation or merger, or

(b) if the issuer has one or more classes of restricted securities outstanding, an amendment to an issuer's constating documents to increase

(i) the per security voting rights attached to any class of securities without at the same time making a proportionate increase in the per security voting rights attached to any other securities of the issuer, or

(ii) the number of a class of securities authorized, other than a restricted security;

"restricted security term" means each of the terms "non-voting security", "subordinate voting security", and "restricted voting security";

"restricted voting security" means a restricted security that carries a right to vote subject to a restriction on the number or percentage of securities that may be voted or owned by one or more persons or companies, unless the restriction is

(a) permitted or prescribed by statute or regulation, and

(b) is applicable only to persons or companies that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the issuer to be non-Canadians;

"restructuring transaction" has the same meaning as in section 1.1 of NI 51-102;

"retrospective" has the same meaning as in section 1.1 of NI 51-102;

"retrospectively" has the same meaning as in section 1.1 of NI 51-102;

"reverse takeover" has the same meaning as in section 1.1 of NI 51-102;

"reverse takeover acquirer" has the same meaning as in section 1.1 of NI 51-102;

"road show" means a presentation to potential investors, regarding a distribution of securities under a prospectus, conducted by one or more investment dealers on behalf of an issuer in which one or more executive officers, or other representatives, of the issuer participate;

"SEC issuer" has the same meaning as in section 1.1 of NI 52-107;

"short form prospectus" means a prospectus filed in the form of Form 44-101F1;

"special warrant" means a security that, by its terms or the terms of an accompanying contractual obligation,

(a) entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of either security to undertake efforts to file a prospectus to qualify the distribution of the other security, or

(b) entitles or requires the holder to acquire another security without payment of material additional consideration and the issuer files a prospectus to qualify the distribution of the other security;

"standard term sheet" means a written communication intended for potential investors regarding a distribution of securities under a prospectus that contains no information other than that referred to in subsections 13.5(2) and (3), subsections 13.6(2) and (3), subsections 7.5(2) and (3) of NI 44-101, subsections 9A.2(2) and (3) of NI 44-102 or subsections 4A.2(2) and (3) of NI 44-103, relating to an issuer, securities or an offering, but does not include the following:

(a) a preliminary prospectus notice;

(b) a final prospectus notice;

"subject security" means a security that results, or would result if and when issued, in an existing class of securities being considered restricted securities;

"subordinate voting security" means a restricted security that carries a right to vote, if there are securities of another class outstanding that carry a greater right to vote on a per security basis;

"successor credit rating organization" has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions;

"template version" means a version of a document with spaces for information to be added in accordance with any of the following:

(a) subsection 13.7(2) or 13.8(2);

(b) subsection 7.6(2) of NI 44-101;

(c) subsection 9A.3(2) of NI 44-102;

(d) subsection 4A.3(3) of NI 44-103;

"transition year" means the financial year of an issuer or business in which the issuer or business changes its financial year-end;

"TSX/TSXV personal information form" means a personal information form for an individual pursuant to Toronto Stock Exchange Form 4 or TSX Venture Exchange Form 2A, each as amended from time to time;

"U.S. AICPA GAAS" has the same meaning as in section 1.1 of NI 52-107;

"U.S. GAAP" has the same meaning as in section 1.1 of NI 52-107;

"U.S. marketplace" has the same meaning as in section 1.1 of NI 51-102;

"U.S. PCAOB GAAS" has the same meaning as in section 1.1 of NI 52-107;

"venture issuer" has the same meaning as in section 1.1 of NI 51-102 except the "applicable time" is the date the prospectus is filed;

"waiting period" means the period of time between the issuance of a receipt by the regulator for a preliminary prospectus and the issuance of a receipt by the regulator for a final prospectus.

Interpretation of "prospectus", "preliminary prospectus", "final prospectus", "long form prospectus", and "short form prospectus"

1.2 (1) In this Instrument, a reference to a "prospectus" includes a preliminary long form prospectus, a final long form prospectus, a preliminary short form prospectus, and a final short form prospectus.

(2) In this Instrument, a reference to a "preliminary prospectus" includes a preliminary long form prospectus and a preliminary short form prospectus.

(3) In this Instrument, a reference to a "final prospectus" includes a final long form prospectus and a final short form prospectus.

(4) In this Instrument, a reference to a "long form prospectus" includes a preliminary long form prospectus and a final long form prospectus.

(5) In this Instrument, a reference to a "short form prospectus" includes a preliminary short form prospectus and a final short form prospectus.

(6) Despite subsections (1), (2), and (3), in Form 41-101F1, Form 41-101F2, Form 41-101F3 and Form 41-101F4",

(a) a reference to a "prospectus" only includes a preliminary long form prospectus and a final long form prospectus,

(b) a reference to a "preliminary prospectus" only includes a preliminary long form prospectus, and

(c) a reference to a "final prospectus" only includes a final long form prospectus.

Interpretation of "business"

1.3 In this Instrument, unless otherwise stated, a reference to a business includes an interest in an oil and gas property to which reserves, as defined in NI 51-101, have been specifically attributed.

Interpretation of "affiliate"

1.4 In this Instrument, an issuer is an affiliate of another issuer if the issuer would be an affiliate of the other issuer under subsection 1.1(2) of NI 51-102.

Interpretation of "payments to be made"

1.5 For the purposes of the definition of "full and unconditional credit support", payments to be made by an issuer of securities as stipulated in the terms of the securities include

(a) any amounts to be paid as dividends in accordance with, and on the dividend payment dates stipulated in, the provisions of the securities, whether or not the dividends have been declared, and

(b) any discretionary dividends, provided that the terms of the securities or an agreement governing rights of holders of the securities expressly provides that the holder of the securities will be entitled, once the discretionary dividend is declared, to receive payment from the credit supporter within 15 days of any failure by the issuer to pay the declared dividend.

PART 2

REQUIREMENTS FOR ALL PROSPECTUS DISTRIBUTIONS

Application of the Instrument

2.1 (1) Subject to subsection (2), this Instrument applies to a prospectus filed under securities legislation, a distribution of securities subject to the prospectus requirement and a purchase of securities of an ETF.

(2) This Instrument does not apply to a prospectus filed under NI 81-101 or a distribution of securities under such a prospectus.

Language

2.2 (1) An issuer must file a prospectus and any other document required to be filed under this Instrument or NI 44-101 in French or in English.

(2) In Québec, a prospectus and any document required to be incorporated by reference into a prospectus must be in French or in French and English.

(3) Despite subsection (1), if an issuer files a document only in French or only in English but delivers to an investor or prospective investor a version of the document in the other language, the issuer must file that other version not later than when it is first delivered to the investor or prospective investor.

(4) If an issuer files a document under this Instrument that is a translation of a document prepared in a language other than French or English, the issuer must

(a) attach a certificate as to the accuracy of the translation to the filed document, and

(b) make a copy of the document in the original language available on request.

General requirements

2.3 (1) An issuer must not file its first amendment to a preliminary prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

(1.1) An issuer must not file a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus or an amendment to the preliminary prospectus which relates to the final prospectus.

(1.2) If an issuer files an amendment to a preliminary prospectus, the final prospectus must be filed within 180 days from the date of the receipt of the preliminary prospectus.

(2) An issuer must not file

(a) a prospectus more than three business days after the date of the prospectus, and

(b) an amendment to a prospectus more than three business days after the date of the amendment to the prospectus.

Special warrants

2.4 (1) An issuer must not file a prospectus or an amendment to a prospectus to qualify the distribution of securities issued upon the exercise of special warrants or other securities acquired on a prospectus-exempt basis unless holders of the special warrants or other securities have been provided with a contractual right of rescission.

(2) A contractual right of rescission under subsection (1) must provide that, if a holder of a special warrant who acquires another security of the issuer on exercise of the special warrant as provided for in the prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the prospectus or an amendment to the prospectus containing a misrepresentation,

(a) the holder is entitled to rescission of both the holder's exercise of its special warrant and the private placement transaction under which the special warrant was initially acquired,

(b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the underwriter or issuer, as the case may be, on the acquisition of the special warrant, and

(c) if the holder is a permitted assignee of the interest of the original special warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

PART 3

FORM OF PROSPECTUS

Form of prospectus

3.1 (1) Subject to subsections (2), (2.1) and (3), an issuer filing a prospectus must file the prospectus in the form of Form 41-101F1.

(2) An issuer that is an investment fund, other than a scholarship plan, filing a prospectus must file the prospectus in the form of Form 41-101F2.

(2.1) An issuer that is a scholarship plan filing a prospectus must file the prospectus in the form of Form 41-101F3.

(3) An issuer that is qualified to file a short form prospectus may file a short form prospectus.

PART 3A

SCHOLARSHIP PLAN PROSPECTUS REQUIREMENTS

Plain language and presentation

3A.1 (1) A scholarship plan prospectus must be prepared using plain language and in a format that assists in readability and comprehension.

(2) A scholarship plan prospectus must

(a) present all information briefly and concisely,

(b) present the items listed in Parts A to D of Form 41-101F3 in the order set out in those parts,

(c) use only the headings and sub-headings prescribed by Form 41-101F3 unless stated otherwise,

(d) contain only information that is specifically mandated or permitted by Form 41-101F3, and

(e) not incorporate by reference into the scholarship plan prospectus, information that is required to be included in a scholarship plan prospectus.

(3) A plan summary must

(a) be prepared for each scholarship plan offered under a scholarship plan prospectus or multiple scholarship plan prospectus, and

(b) not exceed 4 pages in length.

Combinations of documents

3A.2 (1) Subject to subsection (2), a scholarship plan prospectus may be consolidated with one or more scholarship plan prospectuses to a form a multiple scholarship plan prospectus.

(2) A scholarship plan prospectus must not be consolidated with one or more scholarship plan prospectuses to form a multiple scholarship plan prospectus unless the portions of each scholarship plan prospectus prepared in accordance with the requirements of Parts B and D of Form 41-101F3 are substantially similar.

Order of contents of bound documents

3A.3 If documents are attached to, or bound with, a scholarship plan prospectus or multiple scholarship plan prospectus

(a) the scholarship plan prospectus or multiple scholarship plan prospectus must be the first document contained in the package, and

(b) no pages must come before the scholarship plan prospectus or multiple scholarship plan prospectus other than, at the option of the scholarship plan, a general front cover and table of contents pertaining to the entire package.

Plan summary

3A.4 (1) Despite section 3A.3, a plan summary must not be attached to, or bound with, any other part of a scholarship plan prospectus, or to any other document, except as provided in this section.

(2) A plan summary of a scholarship plan may be attached to or bound with one or more plan summaries of other scholarship plans if the binding, to a reasonable person, would help present the information in a simple, accessible and comparable format.

Documents to be delivered or sent upon request

3A.5 (1) On request by a person or company, a scholarship plan must deliver or send a copy of one or more the following documents free of charge to the person or company:

(a) the scholarship plan prospectus or multiple scholarship plan prospectus;

(b) any document incorporated by reference into the scholarship plan prospectus;

(c) any portion of a document described in paragraph (a) or (b).

(2) A document requested under subsection (1) must be delivered or sent within 3 business days of receipt of the Request.

PART 3B

ETF FACTS DOCUMENT REQUIREMENTS

Application

3B.1 This Part applies only to an ETF.

Plain language and presentation

3B.2 (1) An ETF facts document must be prepared using plain language and be in a format that assists in readability and comprehension.

(2) An ETF facts document must

(a) be prepared for each class and each series of securities of an ETF in accordance with Form 41-101F4,

(b) present the items listed in the Part I section of Form 41-101F4 and the items listed in the Part II section of Form 41-101F4 in the order stipulated in those parts,

(c) use the headings and sub-headings stipulated in Form 41-101F4,

(d) contain only the information that is specifically required or permitted to be in Form 41- 101F4,

(e) not incorporate any information by reference, and

(f) not exceed four pages in length.

Preparation in the required form

3B.3 Despite provisions in securities legislation relating to the presentation of the content of a prospectus, an ETF facts document for an ETF must be prepared in accordance with this Instrument.

Websites

3B.4 (1) The ETF must post on its designated website an ETF facts document filed under this Part as soon as practicable and, in any event, within 10 days after the date that the document is filed.

(2) An ETF facts document posted on the website referred to in subsection (1) must

(a) be displayed in a manner that would be considered prominent to a reasonable person; and

(b) not be combined with another ETF facts document.

(3) [Repealed]

PART 3C

DELIVERY OF ETF FACTS DOCUMENTS FOR INVESTMENT FUNDS

Application

3C.1 This Part applies only to an ETF.

Obligation to deliver ETF facts documents

3C.2 (1) The obligation to deliver or send a prospectus under securities legislation does not apply in respect of an ETF.

(2) A dealer acting as agent for a purchaser who receives an order for the purchase of a security of an ETF must, unless the dealer has previously done so, deliver or send to the purchaser the most recently filed ETF facts document for the applicable class or series of securities of the ETF not later than midnight on the second business day after entering into the purchase of the security.

(3) In Nova Scotia, an ETF facts document is a prescribed disclosure document for the purposes of subsection 76(1A) of the Securities Act (Nova Scotia).

(4) In Nova Scotia, a security of an ETF is a prescribed investment fund security for the purposes of subsections 76(1B) and (1C) of the Securities Act (Nova Scotia).

(5) In Ontario, an ETF facts document is a disclosure document prescribed under subsection 71(1.1) of the Securities Act (Ontario).

(6) In Ontario, a security of an ETF is an investment fund security prescribed for the purposes of subsections 71(1.2) and (1.3) of the Securities Act (Ontario).

Delivery of ETF facts documents for no-trailing-commission ETF switches

3C.2.1 (1) In this section,

"no-trailing-commission ETF switch" means, in respect of a client of a participating dealer, a purchase of securities of a class or series of an ETF in respect of which an investment fund manager does not pay the participating dealer a trailing commission immediately following a redemption of securities of another class or series of the ETF in respect of which the investment fund manager pays the participating dealer a trailing commission, if all of the following apply:

(a) the aggregate value of the securities purchased is the same as the aggregate value of the securities redeemed;

(b) there are no material differences between the class or series of securities purchased and the class or series of securities redeemed other than the rate of management fees charged in respect of the two classes or series;

(c) the participating dealer, who executed the purchase and redemption of the securities, was not required by securities legislation or the rules of an SRO applicable to the dealer to make a suitability determination in respect of the client in connection with those securities;

"suitability determination" has the same meaning as in section 1.1 of National Instrument 81-105 Mutual Fund Sales Practices.

(2) Despite subsection 3C.2(2), a dealer is not required to deliver or send to the purchaser of a security of an ETF the most recently filed ETF facts document for the applicable class or series of securities of the ETF in connection with a no-trailing-commission ETF switch.

Delivery of ETF facts documents for subsequent purchases under a pre-authorized purchase plan or a portfolio rebalancing plan

3C.2.2(1) In this section:

"portfolio rebalancing plan" has the same meaning as in section 1.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure;

"pre-authorized purchase plan" has the same meaning as in section 1.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure.

(2) Despite subsection 3C.2(2), a dealer is not required to deliver or send to the purchaser the most recently filed ETF facts document for the applicable class or series of securities of the ETF in connection with a purchase of a security of an ETF made pursuant to a pre-authorized purchase plan or a portfolio rebalancing plan if all of the following apply:

(a) the purchase is not the first purchase under the plan;

(b) the dealer has provided a notice to the purchaser that states

(i) that the purchaser will not receive an ETF facts document after the date of the notice, unless the purchaser specifically requests the document,

(ii) that the purchaser is entitled to receive upon request, at no cost to the purchaser, the most recently filed ETF facts document by calling a specified toll-free number, or by sending a request by mail or e-mail to a specified address or e-mail address,

(iii) how to access the ETF facts document electronically,

(iv) that the purchaser will not have a right of withdrawal under securities legislation for subsequent purchases of a security of an ETF under the plan, but will continue to have a right of action if there is a misrepresentation in the prospectus or any document incorporated by reference into the prospectus, and

(v) that the purchaser may terminate the plan at any time;

(c) at least annually during the term of the plan, the dealer notifies the purchaser in writing of how the purchaser can request the most recently filed ETF facts document;

(d) the dealer delivers or sends the most recently filed ETF facts document to the purchaser if the purchaser requests the document.

Delivery of ETF facts documents for managed accounts and permitted clients

3C.2.3(1) In this section:

"managed account" has the same meaning as in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"permitted client" has the same meaning as in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

(2) Despite subsection 3C.2(2), a dealer is not required to deliver or send to the purchaser the most recently filed ETF facts document for the applicable class or series of securities of the ETF in connection with the purchase of a security of the ETF if either of the following apply:

(a) the purchase is made in a managed account;

(b) the purchaser is a permitted client that is not an individual.

Delivery of ETF facts documents for automatic switch programs

3C.2.4(1) In this section:

"automatic switch" has the same meaning as in section 1.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure;

"automatic switch program" has the same meaning as in section 1.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure.

(2) Despite subsection 3C.2(2), a dealer is not required to deliver or send to the purchaser the most recently filed ETF facts document for the applicable class or series of securities of the ETF in connection with the purchase of a security of the ETF made as an automatic switch pursuant to an automatic switch program if all of the following apply:

(a) the purchase is not the first purchase under the automatic switch program;

(b) the dealer has provided a notice to the purchaser that states

(i) that the purchaser will not receive an ETF facts document after the date of the notice, unless the purchaser specifically requests the document,

(ii) that the purchaser is entitled to receive upon request, at no cost to the purchaser, the most recently filed ETF facts document by calling a specified toll-free number, or by sending a request by mail or e-mail to a specified address or e-mail address,

(iii) how to access the ETF facts document electronically, and

(iv) that the purchaser will not have a right of withdrawal under securities legislation for subsequent purchases of a security of an ETF under the automatic purchase program, but will continue to have a right of action if there is a misrepresentation in the prospectus or any document incorporated by reference into the prospectus;

(c) at least annually, the dealer notifies the purchaser in writing of how the purchaser can request the most recently filed ETF facts document;

(d) the dealer delivers or sends the most recently filed ETF facts document to the purchaser if the purchaser requests the document;

(e) with respect to the first purchase under the automatic switch program, the ETF facts document delivered or sent to the purchaser included the ETF facts automatic switch program information as defined in Appendix F.

Combinations of ETF facts documents for delivery purposes

3C.3 (1) An ETF facts document delivered or sent under section 3C.2, 3C.2.2 or 3C.2.4 must not be combined with any other materials or documents including, for greater certainty, another ETF facts document, except one or more of the following:

(a) a general front cover pertaining to the package of combined materials and documents;

(b) a trade confirmation which discloses the purchase of securities of the ETF;

(c) an ETF facts document of another ETF if that ETF facts document is also being delivered or sent under section 3C.2, 3C.2.2 or 3C.2.4;

(d) the prospectus of the ETF;

(e) any material or document incorporated by reference into the prospectus;

(f) an account application document;

(g) a registered tax plan application or related document.

(2) If a trade confirmation referred to in subsection (1)(b) is combined with an ETF facts document, any other disclosure documents required to be delivered or sent to satisfy a regulatory requirement for purchases listed in the trade confirmation may be combined with the ETF facts document.

(3) If an ETF facts document is combined with any of the materials or documents referred to in subsection (1), a table of contents specifying all documents must be combined with the ETF facts document, unless the only other documents combined with the ETF facts document are the general front cover permitted under paragraph (1)(a) or the trade confirmation permitted under paragraph (1)(b).

(4) If one or more ETF facts documents are combined with any of the materials or documents referred to in subsection (1), only the general front cover permitted under paragraph (1)(a), the table of contents required under subsection (3) and the trade confirmation permitted under paragraph (1)(b) may be placed in front of those ETF facts documents.

Combinations of ETF facts documents for filing purposes

3C.4 For the purposes of sections 6.2, 9.1 and 9.2, an ETF facts document may be combined with another ETF facts document in a prospectus.

Time of receipt

3C.5 (1) For the purpose of this Part, where the latest ETF facts document referred to in subsection 3C.2(2) is sent by prepaid mail, it shall be deemed conclusively to have been received in the ordinary course of mail by the person or company to whom it was addressed.

(2) Subsection (1) does not apply in Ontario.

(3) Subsection (1) does not apply in Québec.

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Note: In Ontario, the same time of receipt is reflected in an amendment to s. 71(4) of the Securities Act (Ontario).

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Dealer as agent

3C.6 (1) For the purpose of this Part, a dealer acts as agent of the purchaser if the dealer is acting solely as agent of the purchaser with respect to the purchase and sale in question and has not received and has no agreement to receive compensation from or on behalf of the vendor with respect to the purchase and sale.

(2) Subsection (1) does not apply in Ontario.

(3) Subsection (1) does not apply in Québec.

(4) Subsection (1) does not apply in British Columbia.

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Note: In Ontario, the same agency rule is reflected in an amendment to s. 71(7) of the Securities Act (Ontario).

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Purchaser's right of action for failure to deliver or send

3C.7 (1) A purchaser has a right of action if an ETF facts document is not delivered or sent as required by subsection 3C.2(2), as the purchaser would otherwise have when a prospectus is not delivered or sent as required under securities legislation and, for that purpose, an ETF facts document is a prescribed document under the statutory right of action.

(2) In Alberta, instead of subsection (1), section 206 of the Securities Act (Alberta) applies.

(3) In Manitoba, instead of subsection (1), section 141.2 of the Securities Act (Manitoba) applies and the ETF facts document is a prescribed document for the purposes of section 141.2.

(4) In Nova Scotia, instead of subsection (1), section 141 of the Securities Act (Nova Scotia) applies.

(5) In Ontario, instead of subsection (1), section 133 of the Securities Act (Ontario) applies.

(6) In Québec, instead of subsection (1), section 214.1 of the Securities Act (Québec) applies.

(7) In British Columbia, for the purpose of subsection (1), "statutory right of action" means section 135 of the Securities Act (British Columbia).

(8) In Saskatchewan, instead of subsection (1), section 141 of The Securities Act, 1988 applies.

PART 4

FINANCIAL STATEMENTS AND RELATED DOCUMENTS IN A LONG FORM PROSPECTUS

Application

4.1 (1) An issuer, other than an investment fund, that files a long form prospectus must include in the long form prospectus the financial statements and the management's discussion and analysis required by this Instrument.

(2) Subject to Part 15, an investment fund that files a long form prospectus must include in the long form prospectus the financial statements and the fund reports management reports of fund performance required by this Instrument.

(3) For the purposes of this Part, "financial statements" do not include pro forma financial statements.

Audit of financial statements

4.2 (1) Any financial statements included in a long form prospectus filed in the form of Form 41-101F1 must be audited in accordance with NI 52-107 unless an exception in section 32.5 or subsection 35.1(3) of Form 41-101F1 applies.

(2) Any financial statements, other than an interim financial report, included in or incorporated by reference into a long form prospectus of an investment fund filed in the form of Form 41-101F2 or Form 41-101F3 must meet the audit requirements of Part 2 of NI 81-106.

Review of unaudited financial statements

4.3 (1) Subject to subsection (2) and (3), any unaudited financial statements included in, or incorporated by reference into, a long form prospectus must have been reviewed in accordance with the relevant standards set out in the Handbook for a review of financial statements by the person or company's auditor or a review of financial statements by a public accountant.

(2) Subsection (1) does not apply to an investment fund's unaudited financial statements filed after the date of filing of the prospectus that are incorporated by reference into the prospectus under Part 15.

(3) If NI 52-107 permits the financial statements of the person or company in subsection (1) to be audited in accordance with

(a) U.S. AICPA GAAS, the unaudited financial statements may be reviewed in accordance with the review standards issued by the American Institute of Certified Public Accountants,

(a.1) U.S. PCAOB GAAS, the unaudited financial statements may be reviewed in accordance with the review standards issued by the Public Company Accounting Oversight Board (United States of America),

(b) International Standards on Auditing, the unaudited financial statements may be reviewed in accordance with International Standards on Review Engagement issued by the International Auditing and Assurance Standards Board, or

(c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the person or company is subject, the unaudited financial statements

(i) may be reviewed in accordance with review standards that meet the foreign disclosure requirements of the designated foreign jurisdiction, or

(ii) do not have to be reviewed if

(A) the designated foreign jurisdiction does not have review standards for unaudited financial statements, and

(B) the long form prospectus includes disclosure that the unaudited financial statements have not been reviewed.

Approval of financial statements and related documents

4.4 (1) An issuer must not file a long form prospectus unless each financial statement, each management's discussion and analysis, and each fund report management report of fund performance, as applicable, of a person or company included in, or incorporated by reference into, the long form prospectus has been approved by the board of directors of the person or company.

(2) An investment fund that is a trust must not file a long form prospectus unless each financial statement and each fund report management report of fund performance of the investment fund included in, or incorporated by reference into, the long form prospectus has been approved by the trustee or trustees of the investment fund or another person or company authorized to do so by the constating documents of the investment fund.

PART 5

CERTIFICATES

Interpretation

5.1 For the purposes of this Part,

(a) "issuer certificate form" means a certificate in the form set out in

(i) section 37.2 of Form 41-101F1,

(ii) section 39.1 of Form 41-101F2,

(ii.1) section 9.1 of Part D of Form 41-101F3,

(iii) section 21.2 of Form 44-101F1,

(iv) NI 44-102 in

(A) section 1.1 of Appendix A,

(B) section 2.1 of Appendix A,

(C) section 1.1 of Appendix B, or

(D) section 2.1 of Appendix B, or

(v) NI 44-103 in

(A) paragraph 7 of subsection 3.2(1), or

(B) paragraph 3 of subsection 4.5(2), and

(b) "underwriter certificate form" means a certificate in the form set out in

(i) section 37.3 of Form 41-101F1,

(ii) section 39.3 of Form 41-101F2,

(ii.1) section 9.3 of Part D of Form 41-101F3,

(iii) section 21.3 of Form 44-101F1,

(iv) NI 44-102 in

(A) section 1.2 of Appendix A,

(B) section 2.2 of Appendix A,

(C) section 1.2 of Appendix B, or

(D) section 2.2 of Appendix B, or

(v) NI 44-103 in

(A) paragraph 8 of subsection 3.2(1), or

(B) paragraph 4 of subsection 4.5(2).

Date of certificates

5.2 The date of the certificates in a prospectus or an amendment to a prospectus must be the same as the date of the prospectus or the amendment to the prospectus, as applicable.

Certificate of issuer

5.3 (1) Except in Ontario, a prospectus must contain a certificate signed by the issuer.

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Note: In Ontario, section 58 of the Securities Act (Ontario) imposes a similar requirement that a prospectus contain a certificate of the issuer.{1}

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(2) A prospectus certificate that is required to be signed by the issuer under this Instrument or other securities legislation must be in the applicable issuer certificate form.

Corporate issuer

5.4 (1) Except in Ontario, if the issuer is a company, a prospectus certificate that is required to be signed by the issuer under this Instrument or other securities legislation must be signed

(a) by the chief executive officer and the chief financial officer of the issuer, and

(b) on behalf of the board of directors, by

(i) any two directors of the issuer, other than the persons referred to in paragraph (a) above, or

(ii) if the issuer has only three directors, two of whom are the persons referred to in paragraph (a), all of the directors of the issuer.

(2) Except in Ontario, if the regulator is satisfied that either or both of the chief executive officer or chief financial officer cannot sign a certificate in a prospectus, the regulator may accept a certificate signed by another officer.

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Note: In Ontario, section 58 of the Securities Act (Ontario) imposes similar requirements regarding who must sign the issuer certificate.

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Trust issuer

5.5 (1) If the issuer is a trust, a prospectus certificate that is required to be signed by the issuer under this Instrument or other securities legislation must be signed by

(a) the individuals who perform functions for the issuer similar to those performed by the chief executive officer and the chief financial officer of a company, and

(b) two trustees of the issuer, on behalf of the trustees of the issuer.

(2) If a trustee that is signing the certificate of the issuer is

(a) an individual, the individual must sign the certificate,

(b) a company, the certificate must be signed

(i) by the chief executive officer and the chief financial officer of the trustee, and

(ii) on behalf of the board of directors of the trustee, by

(A) any two directors of the trustee, other than the persons referred to in subparagraph (i), or

(B) if the trustee has only three directors, two of whom are the persons referred to in subparagraph (i), all of the directors of the trustee,

(c) a limited partnership, the certificate must be signed by each general partner of the limited partnership as described in subsection 5.6(2) in relation to an issuer that is a limited partnership, or

(d) not referred to in paragraphs (a), (b) or (c), the certificate may be signed by any person or company with authority to bind the trustee.

(3) Despite subsections (1) and (2), if the issuer is an investment fund and the declaration of trust, trust indenture or trust agreement establishing the investment fund delegates the authority to do so, or otherwise authorizes an individual or company to do so, the certificate may be signed by the individual or company to whom the authority is delegated or that is authorized to sign the certificate.

(4) Despite subsections (1) and (2), if the trustees of an issuer, other than an investment fund, do not perform functions for the issuer similar to those performed by the directors of a company, the trustees are not required to sign the prospectus certificate of the issuer provided that at least two individuals who do perform functions for the issuer similar to those performed by the directors of a company sign the certificate.

(5) If the regulator is satisfied that an individual who performs functions for the issuer similar to those performed by either the chief executive officer or the chief financial officer of a company cannot sign a certificate in a prospectus, the regulator may accept a certificate signed by another individual.

Limited partnership issuer

5.6 (1) If the issuer is a limited partnership, a prospectus certificate that is required to be signed by the issuer under this Instrument or other securities legislation must be signed by

(a) the individuals who perform functions for the issuer similar to those performed by the chief executive officer and the chief financial officer of a company, and

(b) each general partner of the issuer.

(2) If a general partner of the issuer is

(a) an individual, the individual must sign the certificate,

(b) a company, the certificate must be signed

(i) by the chief executive officer and the chief financial officer of the general partner, and

(ii) on behalf of the board of directors of the general partner, by

(A) any two directors of the general partner, other than the persons referred to in subparagraph (i), or

(B) if the general partner has only three directors, two of whom are the persons referred to in subparagraph (i), all of the directors of the general partner,

(c) a limited partnership, the certificate must be signed by each general partner of the limited partnership and, for greater certainty, this subsection applies to each general partner required to sign,

(d) a trust, the certificate must be signed by the trustees of the general partner as described in subsection 5.5(2) in relation to an issuer that is a trust, or

(e) not referred to in paragraphs (a) to (d), the certificate may be signed by any person or company with authority to bind the general partner.

(3) If the regulator is satisfied that an individual who performs functions for the issuer similar to those performed by either the chief executive officer or the chief financial officer of a company cannot sign a certificate in a prospectus, the regulator may accept a certificate signed by another individual.

Other issuer

5.7 If an issuer is not a company, trust or limited partnership, a prospectus certificate that is required to be signed by the issuer under this Instrument or other securities legislation must be signed by the persons or companies that, in relation to the issuer, are in a similar position or perform a similar function to the persons or companies required to sign under sections 5.4, 5.5 and 5.6.

Reverse takeovers

5.8 Except in Ontario, if an issuer is involved in a proposed reverse takeover that has progressed to a state where a reasonable person would believe that the likelihood of the reverse takeover being completed is high, a prospectus must contain a certificate, in the applicable issuer certificate form, signed

(a) by the chief executive officer and the chief financial officer of the reverse takeover acquirer, and

(b) on behalf of the board of directors of the reverse takeover acquirer, by

(i) any two directors of the reverse takeover acquirer, other than the persons referred to in paragraph (a) above, or

(ii) if the reverse takeover acquirer has only three directors, two of whom are the persons referred to in paragraph (a), all of the directors of the reverse takeover acquirer.

Certificate of underwriter

5.9 (1) Except in Ontario, a prospectus must contain a certificate signed by each underwriter who, with respect to the securities offered by the prospectus, is in a contractual relationship with the issuer or a securityholder whose securities are being offered by the prospectus.

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Note: In Ontario, subsection 59(1) of the Securities Act (Ontario) imposes a similar requirement that a prospectus contain a certificate signed by each underwriter in a contractual relationship with the issuer.

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(2) A prospectus certificate that is required to be signed by an underwriter under this Instrument or other securities legislation must be in the applicable underwriter certificate form.

(3) Except in Ontario, with the consent of the regulator, a certificate in a prospectus may be signed by the underwriter's agent duly authorized in writing by the underwriter.

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Note: In Ontario, subsection 59(2) of the Securities Act (Ontario) provides a similar discretion to the Director to permit the certificate to be signed by an underwriter's agent.

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Certificate of investment fund manager

5.10 (1) If the issuer has an investment fund manager, a prospectus must contain a certificate, in the applicable issuer certificate form, signed by the investment fund manager.

(2) If the investment fund manager is a company, the certificate must be signed

(a) by the chief executive officer and the chief financial officer of the investment fund manager, and

(b) on behalf of the board of directors, by

(i) any two directors of the investment fund manager, other than the persons referred to in paragraph (a) above, or

(ii) if the investment fund manager has only three directors, two of whom are the persons referred to in paragraph (a), all of the directors of the investment fund manager.

(3) If the investment fund manager is a limited partnership, the certificate must be signed by the general partner of such limited partnership as described in subsection 5.6(2) in relation to an issuer that is a limited partnership.

Certificate of principal distributor

5.10.1 (1) If the issuer is an investment fund that has a principal distributor, a prospectus must contain a certificate, in the applicable underwriter certificate form, signed by the principal distributor.

(2) The certificate to be signed by the principal distributor must be signed by an officer or director of the principal distributor who is authorized to sign.

Certificate of promoter

5.11 (1) Except in Ontario, a prospectus must contain a certificate signed by each promoter of the issuer.

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Note: In Ontario, subsection 58(1) of the Securities Act (Ontario) imposes a similar requirement that a prospectus shall contain a certificate signed by each promoter of the issuer.

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(2) A prospectus certificate required to be signed by a promoter under this Instrument or other securities legislation must be in the applicable issuer certificate form.

(3) Except in Ontario, the regulator may require any person or company who was a promoter of the issuer within the two preceding years to sign a certificate to the prospectus, in the applicable issuer certificate form.

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Note: In Ontario, subsection 58(6) of the Securities Act (Ontario) provides the Director with similar discretion to require a person or company who was a promoter of the issuer within the two preceding years to sign a prospectus certificate, subject to such conditions as the Director considers proper.

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(4) Despite subsection (3), in British Columbia, the powers of the regulator with respect to the matters described in subsection (3) are set out in the Securities Act (British Columbia).

(5) Except in Ontario, with the consent of the regulator, a certificate of a promoter in a prospectus may be signed by an agent duly authorized in writing by the person or company required to sign the certificate.

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Note: In Ontario, subsection 58(7) of the Securities Act (Ontario) provides the Director with similar discretion to permit a certificate in a prospectus to be signed by an agent of a promoter.

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Certificate of credit supporter

5.12 (1) If there is a related credit supporter of the issuer or a subsidiary of the issuer, a prospectus must contain a certificate of the related credit supporter, in the applicable issuer certificate form, signed

(a) by the chief executive officer and the chief financial officer of the credit supporter, and

(b) on behalf of the board of directors of the credit supporter, by

(i) any two directors of the credit supporter, other than the persons referred to in paragraph (a) above, or

(ii) if the credit supporter has only three directors, two of whom are the persons referred to in paragraph (a), all of the directors of the credit supporter.

(2) With the consent of the regulator, a certificate in a prospectus may be signed by the credit supporter's agent duly authorized in writing by the credit supporter.

(3) Except in Ontario, the regulator may require any other person or company that is a credit supporter of either the issuer or a subsidiary of the issuer to sign a certificate to the prospectus, in the applicable issuer certificate form.

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Note: In Ontario, subsection 58(6) of the Securities Act (Ontario) provides the Director with similar discretion to require a person or company who is a guarantor of the securities being distributed to sign a prospectus certificate, subject to such conditions as the Director considers proper.

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(4) Despite subsection (3), in British Columbia, the powers of the regulator with respect to the matters described in subsection (3) are set out in the Securities Act (British Columbia).

Certificate of selling securityholders

5.13 (1) Except in Ontario, the regulator may require any person or company that is a selling securityholder to sign a certificate to the prospectus, in the applicable issuer certificate form.

(2) Despite subsection (1), in British Columbia, the powers of the regulator with respect to the matters described in subsection (1) are set out in the Securities Act (British Columbia).

Certificate of operating entity

5.14 (1) For the purposes of this section, the term "operating entity" means, in relation to an issuer, a person or company through which the business of the issuer, or a material part of the business of the issuer, is conducted and for which the issuer is required under securities legislation, or has undertaken, to provide to its securityholders separate financial statements of the person or company if the issuer's financial statements do not include consolidated information concerning the person or company.

(2) A prospectus of an issuer that is a trust must contain a certificate, in the applicable issuer certificate form, signed

(a) by the chief executive officer and the chief financial officer of the operating entity, and

(b) on behalf of the board of directors of the operating entity, by

(i) any two directors of the operating entity, other than the persons referred to in paragraph (a) above, or

(ii) if the operating entity has only three directors, two of whom are the persons referred to in paragraph (a), all of the directors of the operating entity.

Certificate of other persons

5.15 (1) Except in Ontario, the regulator may, in its discretion, require any person or company to sign a certificate to the prospectus, in the form that the regulator considers appropriate.

(2) Despite subsection (1), in British Columbia, the powers of the regulator with respect to the matters described in subsection (1) are set out in the Securities Act (British Columbia).

PART 6

AMENDMENTS

Form of amendment

6.1(1) An amendment to a prospectus must be either

(a) an amendment that does not fully restate the text of the prospectus, or

(b) an amended and restated prospectus.

(2) An amendment to a prospectus must be identified as follows:

(a) for an amendment that does not restate the text of the prospectus:

"Amendment no. [insert amendment number] dated [insert date of amendment] to [identify prospectus] dated [insert date of prospectus being amended]."; or

(b) for an amended and restated prospectus:

"Amended and restated [identify prospectus] dated [insert date of amendment], amending and restating [identify prospectus] dated [insert date of prospectus being amended]."

(3) Despite subsections (1) and (2), an amendment to a plan summary must be prepared in accordance with Part A of Form 41-101F3 without any further identification, and dated as of the date the plan summary is being amended.

(4) An amendment to an ETF facts document must be prepared in accordance with Form 41-101F4 without any further identification, and dated as of the date the ETF facts document is being amended.

Required documents for filing an amendment

6.2 An issuer that files an amendment to a prospectus must

(a) file a signed copy of the amendment,

(b) deliver to the regulator a copy of the prospectus blacklined to show the changes made by the amendment, if the amendment is also a restatement of the prospectus,

(c) file or deliver any supporting documents required under this Instrument or other securities legislation to be filed or delivered with a prospectus, unless the documents originally filed or delivered with the prospectus are correct as of the date the amendment is filed,

(d) in case of an amendment to a final prospectus, file any consent letter required to be filed with a final prospectus, dated as of the date of the amendment, and

(e) in the case of an ETF, if the amendment relates to information in the ETF facts document,

(i) file an amendment to the ETF facts document, and

(ii) deliver to the regulator a copy of the ETF facts document, blacklined to show changes, including text deletions, from the latest ETF facts document previously filed.

Required documents for filing an amendment to an ETF facts document

6.2.1 An ETF that files an amendment to an ETF facts document must, unless section 6.2 applies,

(a) file an amendment to the corresponding prospectus, certified in accordance with Part 5,

(b) deliver to the regulator a copy of the ETF facts document, blacklined to show changes, including text deletions, from the latest ETF facts document previously filed, and

(c) file or deliver any other supporting documents required under this Instrument or other securities legislation, unless the documents originally filed or delivered are correct as of the date the amendment is filed.

Auditor's comfort letter

6.3 An issuer must deliver a new auditor's comfort letter, if an amendment to

(a) a preliminary long form prospectus materially affects, or relates to, an auditor's comfort letter delivered under subparagraph 9.1(b)(iii),

(b) a preliminary short form prospectus materially affects, or relates to, an auditor's comfort letter delivered under subparagraph 4.1(b)(ii) of NI 44-101.

Delivery of amendments

6.4 Except in Ontario, an issuer must deliver an amendment to a preliminary prospectus as soon as practicable to each recipient of the preliminary prospectus according to the record of recipients required to be maintained under securities legislation.

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Note: In Ontario, subsection 57(3) of the Securities Act (Ontario) imposes a similar requirement regarding the delivery of amendments to a preliminary prospectus.

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Amendment to a preliminary prospectus

6.5 (1) Except in Ontario, if, after a receipt for a preliminary prospectus is issued but before a receipt for the final prospectus is issued, a material adverse change occurs, an amendment to the preliminary prospectus must be filed as soon as practicable, but in any event within 10 days after the day the change occurs.

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Note: In Ontario, subsection 57(1) of the Securities Act (Ontario) imposes a similar requirement to file an amendment to a preliminary prospectus where there has been a material adverse change.

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(2) The regulator must issue a receipt for an amendment to a preliminary prospectus as soon as practicable after the amendment is filed.

Amendment to a final prospectus

6.6 (1) Except in Ontario, if, after a receipt for a final prospectus is issued but before the completion of the distribution under the final prospectus, a material change occurs, an issuer must file an amendment to the final prospectus as soon as practicable, but in any event within 10 days after the day the change occurs.

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Note: In Ontario, subsection 57(1) of the Securities Act (Ontario) imposes a similar requirement to file an amendment to a final prospectus where there has been a material change.

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(2) Except in Ontario, if, after a receipt for a final prospectus or an amendment to the final prospectus is issued but before the completion of the distribution under the final prospectus or the amendment to the final prospectus, securities in addition to the securities previously disclosed in the final prospectus or the amendment to the final prospectus are to be distributed, an amendment to the final prospectus disclosing the additional securities must be filed, as soon as practicable, but in any event within 10 days after the decision to increase the number of securities offered.

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Note: In Ontario, subsection 57(2) of the Securities Act (Ontario) imposes a similar requirement to file an amendment to a prospectus any time there is a proposed distribution of securities in addition to that disclosed under the prospectus.

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(3) Except in Ontario, the regulator must issue a receipt for an amendment to a final prospectus filed under this section unless the regulator considers that there are grounds set out in securities legislation that would cause the regulator not to issue the receipt for a prospectus.

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Note: In Ontario, subsection 57(2.1) of the Securities Act (Ontario) imposes a similar obligation for the Director to issue a receipt for an amendment to a prospectus unless there are proper grounds for refusing the receipt.

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(4) Except in Ontario, the regulator must not refuse to issue a receipt under subsection (3) without giving the issuer who filed the prospectus an opportunity to be heard.

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Note: In Ontario, subsections 57(2.1) and 61(3) of the Securities Act (Ontario) impose a similar restriction on the Director to refuse to issue a receipt for a prospectus without first giving an issuer an opportunity to be heard.

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(5) Except in Ontario, an issuer must not proceed with a distribution or additional distribution if an amendment to a final prospectus is required to be filed until a receipt for the amendment to the final prospectus is issued by the regulator.

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Note: In Ontario, subsection 57(2.2) of the Securities Act (Ontario) imposes a similar restriction in respect of a distribution or additional distribution before a receipt is issued for an amendment to the final prospectus.

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(6) Subsection (5) does not apply to an investment fund in continuous distribution.

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Note: In Ontario, section 2.2 of OSC Rule 41-801 Implementing National Instrument 41-101 General Prospectus Requirements and Consequential Amendments provides a similar exemption for an investment fund in continuous distribution from the requirement to obtain a receipt prior to making a distribution or additional distribution under an amendment to a final prospectus.

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PART 7

NON-FIXED PRICE OFFERINGS AND REDUCTION OF OFFERING PRICE UNDER A FINAL PROSPECTUS APPLICATION

7.1 This Part does not apply to an investment fund in continuous distribution.

Non-fixed price offerings and reduction of offering price

7.2 (1) A person or company distributing a security under a prospectus must do so at a fixed price.

(2) Despite subsection (1), and subject to subsection (2.1), securities may be distributed for cash at non-fixed prices under a prospectus if the securities have received a credit rating, on a provisional or final basis, from at least one designated rating organization or its DRO affiliate at the time of

(a) the filing of the preliminary short form prospectus, if the issuer is filing a prospectus in the form of a short form prospectus under NI 44-101, or

(b) the filing of the long form prospectus.

(2.1) If the only credit ratings of the securities referred to in subsection (2) are from Kroll Bond Rating Agency, Inc., its DRO affiliate, any successor credit rating organization of Kroll Bond Rating Agency, Inc. or any DRO affiliate of any successor credit rating organization of Kroll Bond Rating Agency, Inc., subsection (2) does not apply unless the distribution is of asset-backed securities.

(3) Despite subsection (1), if securities are distributed for cash under a prospectus, the price of the securities may be decreased from the initial offering price disclosed in the prospectus and, after such a decrease, changed from time to time to an amount not greater than the initial offering price, without filing an amendment to the prospectus to reflect the change, if

(a) the securities are distributed through one or more underwriters that have agreed to purchase all of the securities at a specified price,

(b) the proceeds to be received by the issuer or selling securityholders are disclosed in the prospectus as being fixed, and

(c) the underwriters have made a reasonable effort to sell all of the securities distributed under the prospectus at the initial offering price disclosed in the final prospectus.

(4) Despite subsections (2) and (3), the price at which securities may be acquired on exercise of rights must be fixed.

PART 8

BEST EFFORTS DISTRIBUTIONS

Application

8.1 This Part does not apply to an investment fund in continuous distribution.

Distribution period

8.2 (1) Unless an amendment to the final prospectus is filed and the regulator has issued a receipt for the amendment, if securities are being distributed on a best efforts basis, the distribution must cease within 90 days after the date of the receipt for the final prospectus.

(2) Unless a further amendment to the final prospectus is filed and the regulator has issued a receipt for the further amendment, if an amendment to a final prospectus is filed and the regulator has issued a receipt for the amendment under subsection (1), the distribution must cease within 90 days after the date of the receipt for the amendment to the final prospectus.

(3) The total period of the distribution under subsections (1) and (2) must not end more than 180 days from the date of receipt for the final prospectus.

Minimum amount of funds

8.3 If securities are being distributed on a best efforts basis, other than an offering of securities to be distributed continuously, and the prospectus discloses that a minimum amount of funds must be raised,

(a) the issuer must appoint a registered dealer authorized to make the distribution, a Canadian financial institution, or a lawyer who is a practicing member in good standing with a law society of a jurisdiction in which the securities are being distributed, or a notary in Québec, to hold in trust all funds received from subscriptions until the minimum amount of funds stipulated in the final prospectus has been raised, and

(b) if the minimum amount of funds is not raised within the appropriate period of the distribution prescribed by section 8.2, the person or company holding the funds in trust referred to in paragraph (a) must return the funds to the subscribers without any deductions.

PART 8A

RIGHTS OFFERINGS

Application and definitions

8A.1 (1) This Part applies to an issuer that files a preliminary or final prospectus to distribute rights.

(2) In this Part,

"additional subscription privilege" means a privilege, granted to a holder of a right, to subscribe for a security not subscribed for by any holder under a basic subscription privilege;

"basic subscription privilege" means a privilege to subscribe for the number or amount of securities set out in a rights certificate held by the holder of the rights certificate;

"managing dealer" means a person or company that has entered into an agreement with an issuer under which the person or company has agreed to organize and participate in the solicitation of the exercise of the rights issued by the issuer;

"market price" means, for securities of a class for which there is a published market,

(a) except as provided in paragraph (b),

(i) if the published market provides a closing price, the simple average of the closing price of securities of that class on the published market for each of the trading days on which there was a closing price falling not more than 20 trading days immediately before the day as of which the market price is being determined, or

(ii) if the published market does not provide a closing price, but provides only the highest and lowest prices of securities of the class traded, the average of the simple averages of the highest and lowest prices of securities of the class on the published market for each of the trading days on which there were highest and lowest prices falling not more than 20 trading days immediately before the day as of which the market price is being determined, or

(b) if trading of securities of the class on the published market has occurred on fewer than 10 of the immediately preceding 20 trading days, the average of the following amounts established for each of the 20 trading days immediately before the day as of which the market price is being determined:

(i) the average of the closing bid and closing ask prices for each day on which there was no trading;

(ii) if the published market

(A) provides a closing price of securities of the class for each day that there was trading, the closing price, or

(B) provides only the highest and lowest prices, the average of the highest and lowest prices of securities of that class for each day that there was trading;

"published market" means, for a class of securities, a marketplace on which the securities are traded, if the prices at which they have been traded on that marketplace are regularly

(a) disseminated electronically, or

(b) published in a newspaper or business or financial publication of general and regular paid circulation;

"soliciting dealer" means a person or company whose interest in a distribution of rights is limited to soliciting the exercise of the rights by holders of those rights;

"stand-by commitment" means an agreement by a person or company to acquire the securities of an issuer not subscribed for under the basic subscription privilege or the additional subscription privilege.

(3) For the purpose of the definition of "market price", if there is more than one published market for a security and

(a) only one of the published markets is in Canada, the market price is determined solely by reference to that market,

(b) more than one of the published markets is in Canada, the market price is determined solely by reference to the published market in Canada on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the date as of which the market price is being determined, and

(c) none of the published markets are in Canada, the market price is determined solely by reference to the published market on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the date as of which the market price is being determined.

Filing of prospectus for a rights offering

8A.2 (1) An issuer must not file a prospectus for a distribution of rights unless all of the following apply:

(a) in addition to qualifying the distribution of the rights, the prospectus qualifies the distribution of the securities issuable upon the exercise of the rights;

(b) if there is a managing dealer, the managing dealer complies with section 5.9 as if the dealer were an underwriter;

(c) the exercise period for the rights is at least 21 days after the date on which the prospectus is sent to security holders;

(d) the subscription price for a security to be issued upon the exercise of a right is,

(i) if there is a published market for the security, lower than the market price of the security on the date of the final prospectus, or

(ii) if there is no published market for the security, lower than the fair value of the security on the date of the final prospectus unless the issuer restricts all of its insiders from increasing their proportionate interest in the issuer through the exercise of the rights distributed under the prospectus or through a stand-by commitment.

(2) If subparagraph (1)(d)(ii) applies, the issuer must deliver to the regulator or, in Québec, the securities regulatory authority independent evidence of fair value.

Additional subscription privilege

8A.3 An issuer must not grant an additional subscription privilege to a holder of a right unless all of the following apply:

(a) the issuer grants the additional subscription privilege to all holders of a right;

(b) each holder of a right is entitled to receive, upon the exercise of the additional subscription privilege, the number or amount of securities equal to the lesser of

(i) the number or amount of securities subscribed for by the holder under the additional subscription privilege, and

(ii) the number calculated in accordance with the following formula:

x(y/z) where

x = the aggregate number or amount of securities available through unexercised rights after giving effect to the basic subscription privilege;

y = the number of rights exercised by the holder under the basic subscription privilege;

z = the aggregate number of rights exercised under the basic subscription privilege by holders of the rights that have subscribed for securities under the additional subscription privilege;

(c) all unexercised rights have been allocated on a pro rata basis to holders who subscribed for additional securities under the additional subscription privilege;

(d) the subscription price for the additional subscription privilege is the same as the subscription price for the basic subscription privilege.

Stand-by commitments

8A.4 If an issuer enters into a stand-by commitment for a distribution of rights, all of the following apply:

(a) the issuer must grant an additional subscription privilege to all holders of a right;

(b) the issuer must deliver to the regulator or, in Québec, the securities regulatory authority evidence that the person or company providing the stand-by commitment has the financial ability to carry out the stand-by commitment;

(c) the subscription price under the stand-by commitment must be the same as the subscription price under the basic subscription privilege.

Appointment of depository

8A.5 If an issuer has stated in a prospectus that no security will be issued upon the exercise of a right unless a stand-by commitment is provided, or unless proceeds of no less than the stated minimum amount are received by the issuer, all of the following apply:

(a) the issuer must appoint a depository to hold all money received upon the exercise of the rights until either the stand-by commitment is provided or the stated minimum amount is received and the depository is one of the following:

(i) a Canadian financial institution;

(ii) a registrant in the jurisdiction in which the funds are proposed to be held that is acting as managing dealer for the distribution of the rights, or, if there is no managing dealer for the distribution of the rights, that is acting as a soliciting dealer;

(b) the issuer and the depository must enter into an agreement, the terms of which require the depository to return the money referred to in paragraph (a) in full to the holders of rights that have subscribed for securities under the distribution of the rights if the stand-by commitment is not provided or if the stated minimum amount is not received by the depository during the exercise period for the rights.

Amendment

8A.6 If an issuer has filed a final prospectus for a distribution of rights, the issuer must not change the terms of the distribution.

PART 9

REQUIREMENTS FOR FILING A LONG FORM PROSPECTUS

Required documents for filing a preliminary or pro forma long form prospectus

9.1 (1) An issuer that files a preliminary or pro forma long form prospectus must

(a) file the following with the preliminary or pro forma long form prospectus

(i) Signed Copy -- in the case of a preliminary long form prospectus, a signed copy of the preliminary long form prospectus;

(ii) Documents Affecting the Rights of Securityholders -- a copy of the following documents, and any amendments to the following documents, that have not previously been filed:

(A) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer, unless the constating or establishing document is a statutory or regulatory instrument,

(B) by-laws or other corresponding instruments currently in effect,

(C) any securityholder or voting trust agreement that the issuer has access to and that can reasonably be regarded as material to an investor in securities of the issuer,

(D) any securityholders' rights plans or other similar plans, and

(E) any other contract of the issuer or a subsidiary of the issuer that creates or can reasonably be regarded as materially affecting the rights or obligations of the issuer's securityholders generally;

(iii) Material Contracts -- a copy of any material contract required to be filed under section 9.3;

(iv) Investment Fund Documents -- if the issuer is an investment fund, the documents filed under subparagraphs (ii) and (iii) must include a copy of

(A) any declaration of trust or trust agreement of the investment fund, limited partnership agreement, or any other constating or establishing documents of the investment fund,

(B) any agreement of the investment fund or the trustee with the manager of the investment fund,

(C) any agreement of the investment fund, the manager or trustee with the portfolio advisers of the investment fund,

(D) any agreement of the investment fund, the manager or trustee with the custodian of the investment fund, and

(E) any agreement of the investment fund, the manager or trustee with the principal distributor of the investment fund;

(iv.1) if the issuer is a scholarship plan, in addition to the documents filed under subparagraph (iv), a copy of the scholarship plan contract for the scholarship plan under the prospectus;

(iv.2) if the issuer is an ETF, in addition to the documents filed under subparagraph (iv), an ETF facts document for each class or series of securities of the ETF;

(v) Mining Reports -- if the issuer has a mineral project, the technical reports required to be filed with a preliminary long form prospectus under NI 43-101;

(vi) Reports and Valuations -- a copy of each report or valuation referred to in the preliminary long form prospectus for which a consent is required to be filed under section 10.1 and that has not previously been filed, other than a technical report that

(A) deals with a mineral project or oil and gas activities, and

(B) is not otherwise required to be filed under subparagraph (v); and

(vii) Marketing Materials -- a copy of any template version of the marketing materials required to be filed under paragraph 13.7(1)(e); and

(b) deliver to the regulator, concurrently with the filing of the preliminary or pro forma long form prospectus, the following:

(i) Blackline Copy of the Prospectus -- in the case of a pro forma prospectus, a copy of the pro forma prospectus blacklined to show changes and the text of deletions from the latest prospectus filed;

(i.1) Blackline Copy of the ETF Facts Document -- in the case of a pro forma prospectus for an ETF, a copy of the pro forma ETF facts document for each class or series of securities of the ETF blacklined to show changes and the text of deletions from the latest ETF facts document previously filed;

(ii) Personal Information Form and Authorization to Collect, Use and Disclose Personal Information -- a completed personal information form for,

(A) each director and executive officer of the issuer,

(B) each promoter of the issuer, and

(C) if the promoter is not an individual,

(I) in the case of an issuer that is not an investment fund, each director and executive officer of the promoter, and

(II) in the case of an issuer that is an investment fund, and the promoter is not the manager of the investment fund, each director and executive officer of the promoter;

(iii) Auditor's Comfort Letter regarding Audited Financial Statements -- if a financial statement of an issuer or a business included in, or incorporated by reference into, a preliminary or pro forma long form prospectus is accompanied by an unsigned auditor's report, a signed letter addressed to the regulator from the auditor of the issuer or of the business, as applicable, prepared in accordance with the form suggested for this circumstance in the Handbook; and

(iv) Marketing Materials -- a copy of any template version of the marketing materials required to be delivered under paragraph 13.7(4)(c) or 13.12(2)(c).

(1.1) Despite subparagraph 9.1(1)(b)(ii), an investment fund is not required to deliver a personal information form for an individual referred to in subparagraph (1)(b)(ii) if the individual has submitted a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals under National Instrument 33-109 Registration Information.

(2) Despite subparagraph (1)(b)(ii), an issuer is not required to deliver to the regulator a personal information form for an individual if the issuer, another issuer or, if the issuer is an investment fund, the manager of the investment fund issuer or another investment fund issuer, previously delivered a personal information form for the individual and all of the following are satisfied:

(a) the certificate and consent included in or attached to the personal information form was executed by the individual within three years preceding the date of filing of the preliminary or pro-forma long form prospectus;

(b) the responses given by the individual to questions 6 through 10 of the individual's personal information form are correct as at a date that is within 30 days of the filing of the preliminary or proforma long form prospectus;

(c) if the personal information form was previously delivered to the regulator by another issuer, the issuer delivers to the regulator, concurrently with the filing of the preliminary or pro forma long form prospectus, a copy of the previously delivered personal information form or alternative information that is satisfactory to the regulator.

(3) Until May 14, 2016, subparagraph (1)(b)(ii) does not apply to an issuer in respect of the delivery of a personal information form for an individual if the issuer or, if the issuer is an investment fund, the manager of the investment fund issuer, previously delivered to the regulator a predecessor personal information form for the individual and all of the following are satisfied:

(a) the certificate and consent included in or attached to the predecessor personal information form was executed by the individual within three years preceding the date of filing of the preliminary or proforma long form prospectus;

(b) the responses given by the individual to questions 4(B) and (C) and questions 6 through 9 or, in the case of a TSX/TSXV personal information form in effect after September 8, 2011, questions 6 through 10, of the individual's predecessor personal information form are correct as at a date that is within 30 days of the filing of the preliminary or pro-forma long form prospectus.

Required documents for filing a final long form prospectus

9.2 An issuer that files a final long form prospectus must

(a) file the following with the final long form prospectus:

(i) Signed Copy -- a signed copy of the final long form prospectus;

(ii) Documents Affecting the Rights of Securityholders -- a copy of any document described under subparagraph 9.1(1)(a)(ii) that has not previously been filed;

(iii) Material Contracts -- a copy of each material contract required to be filed under section 9.3 that has not previously been filed under subparagraph 9.1(1)(a)(iii);

(iv) Investment Fund Documents -- a copy of any document described under subparagraph 9.1(1)(a)(iv), (iv.1) or (iv.2) that has not previously been filed;

(v) Other Reports and Valuations -- a copy of any report or valuation referred to in the final long form prospectus, for which a consent is required to be filed under section 10.1 and that has not previously been filed, other than a technical report that

(A) deals with a mineral project or oil and gas activities of the issuer, and

(B) is not otherwise required to be filed under subparagraph 9.1(1)(a)(v) or (vi);

(vi) Issuer's Submission to Jurisdiction -- a submission to jurisdiction and appointment of agent for service of process of the issuer in the form set out in Appendix B, if an issuer is incorporated or organized in a foreign jurisdiction and does not have an office in Canada;

(vii) Non-Issuer's Submission to Jurisdiction -- a submission to jurisdiction and appointment of agent for service of process of

(A) each selling securityholder,

(A.1) each director of the issuer, and

(B) any other person or company that provides or signs a certificate under Part 5 or other securities legislation, other than an issuer,

in the form set out in Appendix C, if the person or company is incorporated or organized in a foreign jurisdiction and does not have an office in Canada or is an individual who resides outside of Canada;

(viii) Expert's Consents -- the consents required to be filed under section 10.1;

(ix) Credit Supporter's Consent -- the written consent of the credit supporter to the inclusion of its financial statements in the final long form prospectus, if financial statements of a credit supporter are required under Item 33 of Form 41-101F1 to be included in a final long form prospectus and a certificate of the credit supporter is not required under section 5.12 to be included in the final long form prospectus;

(x) Undertaking in Respect of Credit Supporter Disclosure -- an undertaking of the issuer to file the periodic and timely disclosure of a credit supporter similar to the disclosure provided under section 12.1 of Form 44-101F1, so long as the securities being distributed are issued and outstanding;

(xi) Undertaking in Respect of Continuous Disclosure -- An undertaking of the issuer to provide to its securityholders separate financial statements for an operating entity that investors need to make an informed decision about investing in the issuer's securities if

(A) the issuer is an income trust that is formed as a mutual fund trust as that term is used in the Income Tax Act (Canada), other than an "investment fund" as defined in section 1.1 of NI 81-106,

(B) the underlying business or income producing assets of the operating entity generate net cash flow available for distribution to the issuer's securityholders, and

(C) the issuer's performance and prospects depend primarily on the performance and operations of the operating entity;

(xii) Undertaking to File Agreements, Contracts and Material Contracts -- if an agreement, contract or declaration of trust under subparagraph (ii) or (iv) or a material contract under subparagraph (iii) has not been executed or become effective before the filing of the final long form prospectus but will be executed on or before the completion of the distribution, the issuer must file with the securities regulatory authority, no later than the time of filing of the final long form prospectus, an undertaking of the issuer to the securities regulatory authority to file the agreement, contract, declaration of trust or material contract promptly and in any event no later than seven days after execution of the agreement, contract, declaration of trust or material contract;

(xii.1) Undertaking to File Unexecuted Documents -- if a document referred to in subparagraph (ii) does not need to be executed in order to become effective and has not become effective before the filing of the final long form prospectus, but will become effective on or before the completion of the distribution, the issuer must file with the securities regulatory authority, no later than the time of filing of the final long form prospectus, an undertaking of the issuer to the securities regulatory authority to file the document promptly and in any event no later than seven days after the document becomes effective;

(xiii) Undertaking in Respect of Restricted Securities -- for distributions of non-voting securities, an undertaking of the issuer to give notice to holders of non-voting securities of a meeting of securityholders if a notice of such a meeting is given to its registered holders of voting securities; and

(xiv) Marketing Materials -- a copy of any template version of the marketing materials required to be filed under paragraph 13.7(1)(e), 13.7(7)(a), 13.8(1)(e) or 13.8(7)(b) that has not previously been filed; and

(b) deliver to the regulator, no later than the filing of the final long form prospectus

(i) Blackline Copy of the Prospectus -- a copy of the final long form prospectus blacklined to show changes from the preliminary or pro forma long form prospectus;

(i.1) Blackline Copy of the ETF Facts Document -- in the case of a final long form prospectus for an ETF, a copy of the ETF facts document for each class or series of securities of the ETF blacklined to show changes and the text of deletions from the preliminary or pro forma ETF facts document;

(ii) Communication with Exchange -- if the issuer has made an application to list the securities being distributed on an exchange in Canada, a copy of a communication in writing from the exchange stating that the application for listing has been made and has been accepted subject to the issuer meeting the requirements for listing of the exchange;

(iii) Marketing Materials -- a copy of any template version of the marketing materials required to be delivered under paragraph 13.7(4)(c), 13.8(4)(c) or 13.12(2)(c) that has not previously been delivered;

(iv) Evidence of financial ability -- the evidence of financial ability required to be delivered under section 8A.4 if it has not previously been delivered; and

(v) Evidence of fair value -- the evidence of fair value required to be delivered under subsection 8A.2(2) if it has not previously been delivered.

Material contracts

9.3(1) Unless previously filed, an issuer that files a long form prospectus must file a material contract entered into

(a) since the beginning of the last financial year ending before the date of the prospectus, or

(b) before the beginning of the last financial year ending before the date of the prospectus if that material contract is still in effect.

(2) Despite subsection (1), an issuer is not required to file a material contract entered into in the ordinary course of business unless the material contract is

(a) a contract to which directors, officers, promoters, selling securityholders or underwriters are parties, other than a contract of employment,

(b) a continuing contract to sell the majority of the issuer's products or services or to purchase the majority of the issuer's requirements of goods, services, or raw materials,

(c) a franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name,

(d) a financing or credit agreement with terms that have a direct correlation with anticipated cash distributions,

(e) an external management or external administration agreement, or

(f) a contract on which the issuer's business is substantially dependent.

(3) A provision in a material contract filed pursuant to subsections (1) or (2) may be omitted or marked to be unreadable if an executive officer of the issuer reasonably believes that disclosure of that provision would be seriously prejudicial to the interests of the issuer or would violate confidentiality provisions.

(4) Subsection (3) does not apply if the provision relates to

(a) debt covenants and ratios in financing or credit agreements,

(b) events of default or other terms relating to the termination of the material contract, or

(c) other terms necessary for understanding the impact of the material contract on the business of the issuer.

(5) If a provision is omitted or marked to be unreadable under subsection (3), the issuer must include a description of the type of information that has been omitted or marked to be unreadable immediately after the provision in the copy of the material contract filed by the issuer.

(6) Despite subsections (1) and (2), an issuer is not required to file a material contract entered into before January 1, 2002 if the issuer is a reporting issuer in at least one jurisdiction immediately before filing the prospectus.

PART 10

CONSENTS AND LICENCES, REGISTRATIONS AND APPROVALS

Consents of experts

10.1 (1) Subject to subsection (1.1), an issuer must file the written consent of

(a) any solicitor, auditor, accountant, engineer, or appraiser,

(b) any notary in Québec, and

(c) any person or company whose profession or business gives authority to a statement made by that person or company.

(1.1) Subsection (1) does not apply unless the person or company is named in a prospectus or an amendment to a prospectus directly or, if applicable, in a document incorporated by reference into the prospectus or amendment,

(a) as having prepared or certified any part of the prospectus or the amendment,

(b) as having opined on financial statements from which selected information included in the prospectus has been derived and which audit opinion is referred to in the prospectus directly or in a document incorporated by reference, or

(c) as having prepared or certified a report, valuation, statement or opinion referred to in the prospectus or the amendment directly or in a document incorporated by reference.

(2) A consent referred to in subsection (1) must

(a) be filed no later than the time the final prospectus or the amendment to the final prospectus is filed or, for the purposes of future financial statements that have been incorporated by reference in a prospectus under subsection 15.2(3), no later than the date that those financial statements are filed,

(b) state that the person or company being named consents

(i) to being named, and

(ii) to the use of that person or company's report, valuation, statement or opinion,

(c) refer to the report, valuation, statement or opinion stating the date of the report, valuation, statement or opinion, and

(d) contain a statement that the person or company referred to in subsection (1)

(i) has read the prospectus, and

(ii) has no reason to believe that there are any misrepresentations in the information contained in it that are

(A) derived from the report, valuation, statement or opinion, or

(B) within the knowledge of the person or company as a result of the services performed by the person or company in connection with the report, financial statements, valuation, statement or opinion.

(3) In addition to any other requirement of this section, the consent of an auditor or accountant must also state

(a) the dates of the financial statements on which the report of the person or company is made, and

(b) that the person or company has no reason to believe that there are any misrepresentations in the information contained in the prospectus that are

(i) derived from the financial statements on which the person or company has reported, or

(ii) within the knowledge of the person or company as a result of the audit of the financial statements.

(4) Subsection (1) does not apply to a designated rating organization or its DRO affiliate that issues a rating to the securities being distributed under the prospectus.

Licences, registrations and approvals

10.2 If the proceeds of the distribution will be used to substantially fund a material undertaking that would constitute a material departure from the business or operations of the issuer and the issuer has not obtained all material licences, registrations and approvals necessary for the stated principal use of proceeds,

(a) the issuer must appoint a registered dealer authorized to make the distribution, a Canadian financial institution, or a lawyer who is a practicing member in good standing with a law society of a jurisdiction in which the securities are being distributed, or a notary in Québec, to hold in trust all funds received from subscriptions until all material licences, registrations and approvals necessary for the stated principal use of proceeds have been obtained, and

(b) if all material licences, registrations and approvals necessary for the operation of the stated principal use of proceeds have not been obtained within 90 days from the date of receipt of the final prospectus, the trustee must return the funds to subscribers.

PART 11

OVER-ALLOCATION AND UNDERWRITERS

Over-allocation

11.1 Securities that are sold to create the over-allocation position in connection with a distribution under a prospectus must be distributed under the prospectus.

Distribution of securities under a prospectus to an underwriter

11.2 Except as required under section 11.3, no person or company may distribute securities under a prospectus to any person or company acting as an underwriter in connection with the distribution of securities under the prospectus, other than

(a) an over-allotment option granted to one or more persons or companies for acting as an underwriter in connection with the distribution or any security issuable or transferable on the exercise of such an over-allotment option; or

(b) securities issued or paid as compensation to one or more persons or companies for acting as an underwriter in respect of other securities that are distributed under the prospectus, where the number or principal amount of the securities issued as compensation, on an as-if-converted basis, does not in the aggregate exceed 10% of the total of the base offering on an as-if converted basis plus any securities that would be acquired upon the exercise of an over-allotment option.

Take-up by underwriter

11.3 If an underwriter has agreed to purchase a specified number or principal amount of the securities at a specified price, the underwriter must take up the securities, if at all, within 42 days after the date of the receipt for the final prospectus.

PART 12

RESTRICTED SECURITIES

Application

12.1 This Part does not apply to

(a) securities of mutual funds,

(b) securities that carry a right to vote subject to a restriction on the number or percentage of securities that may be voted or owned by persons or companies that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the issuer to be non-Canadians, but only to the extent of the restriction, and

(c) securities that are subject to a restriction, imposed by any law governing the issuer, on the level of ownership of the securities by a person, company or combination of persons or companies, but only to the extent of the restriction.

Use of restricted security term

12.2 (1) An issuer must not refer to a security in a prospectus by a term or a defined term that includes the word "common" unless the security is an equity security to which are attached voting rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are not less, per security, than the voting rights attached to any other outstanding security of the issuer.

(2) An issuer must not refer in a prospectus to a term or defined term that includes the word "preference" or "preferred", unless the security is a security, other than an equity security, to which is attached a preference or right over any class of equity security of the issuer.

(3) If restricted securities are referred to in the constating documents of the issuer by a term that is different from the appropriate restricted security term, the restricted securities may be described, in one place only in the prospectus, by the term used in the constating documents of the issuer; provided that, the description is not on the front page of the prospectus and is in the same type face and type size as that used generally in the body of the prospectus.

(4) A class of securities that is or may become restricted securities must be referred to in a prospectus using a term or a defined term that includes the appropriate restricted security term.

Prospectus filing eligibility

12.3 (1) Subject to subsection (3), an issuer must not file a prospectus under which restricted securities, subject securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted securities or subject securities, are distributed unless

(a) the distribution has received prior majority approval of the securityholders of the issuer in accordance with applicable law, including approval on a class basis if required and excluding any votes attaching at the time to securities held, directly or indirectly, by affiliates of the issuer or control persons of the issuer, or

(b) at the time of any restricted security reorganization related to the securities to be distributed

(i) the restricted security reorganization received prior majority approval of the securityholders of the issuer in accordance with applicable law, including approval on a class basis if required and excluding any votes attaching at the time to securities held, directly or indirectly, by affiliates of the issuer or control persons of the issuer,

(ii) the issuer was a reporting issuer in at least one jurisdiction, and

(iii) no purposes or business reasons for the creation of restricted securities were disclosed that are inconsistent with the purpose of the distribution.

(2) Subject to subsection (3), for each approval referred to in subsection (1), the issuer must have provided prior written disclosure in an information circular or notice to its securityholders that included

(a) the name of each affiliate of the issuer that was a beneficial owner of securities of the issuer and the number of securities beneficially owned, directly or indirectly, by the affiliate as of the date of the information circular or notice to the extent known to the issuer after reasonable inquiry,

(b) the name of each control person and the number of securities beneficially owned, directly or indirectly, by the control person as of the date of the information circular or notice, to the extent known to the issuer after reasonable inquiry,

(c) a statement of the number of votes attaching to the securities that were excluded for the purpose of the approval to the extent known to the issuer after reasonable inquiry, and

(d) the purpose and business reasons for the creation of restricted securities.

(3) Subsections (1) and (2) do not apply if

(a) the securities offered by the prospectus are of an existing class of restricted securities that were created before December 21, 1984,

(b) the issuer was a private issuer immediately before filing the prospectus,

(c) the securities offered by the prospectus are of the same class as securities distributed under a previous prospectus that was filed by an issuer that was, at the time of filing the previous prospectus, a private issuer,

(d) the securities offered by the prospectus are previously unissued restricted securities distributed by way of stock dividend in the ordinary course to securityholders instead of a cash dividend if at the time of distribution there is a published market for the restricted securities,

(e) the securities offered by the prospectus are distributed as a stock split that takes the form of a distribution of previously unissued restricted securities by way of stock dividend to holders of the same class of restricted securities if at the time of distribution there is a published market for the restricted securities and the distribution is part of a concurrent distribution by way of stock dividend to holders of all equity securities under which all outstanding equity securities of the issuer are increased in the same proportion, or

(f) as of a date not more than seven days before the date of the prospectus, the issuer expects that in each local jurisdiction in which the prospectus will be filed the number of securities of each class of equity securities held by registered holders whose last address as shown on the books of the issuer is in the local jurisdiction, or beneficially owned by persons or companies in the local jurisdiction, will be less than two percent of the outstanding number of securities of the class after giving effect to the proposed distribution.

PART 13

ADVERTISING AND MARKETING IN CONNECTION WITH PROSPECTUS OFFERINGS OF ISSUERS OTHER THAN INVESTMENT FUNDS

Application

13.0 (1) This Part applies to issuers other than investment funds filing a prospectus in the form of Form 41-101F2 or Form 41-101F3.

(2) In this Part,

"comparables" means information that compares an issuer to other issuers;

"convertible security" has the same meaning as in section 1.1 of National Instrument 45-102 Resale of Securities;

"exchangeable security" has the same meaning as in section 1.1 of National Instrument 45-102 Resale of Securities;

"underlying security" has the same meaning as in section 1.1 of National Instrument 45-102 Resale of Securities;

"U.S. cross-border initial public offering" means an initial public offering of securities of an issuer being made contemporaneously in the United States of America and Canada by way of a prospectus filed with a securities regulatory authority in a jurisdiction of Canada and a U.S. prospectus filed with the SEC;

"U.S. cross-border offering" means an offering of securities of an issuer being made contemporaneously in the United States of America and Canada by way of a prospectus filed with a securities regulatory authority in a jurisdiction of Canada and a U.S. prospectus filed with the SEC, and includes a U.S. cross-border initial public offering;

"U.S. prospectus" means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

(3) In this Part, for greater certainty, a reference to "provides" includes showing a document to a person without allowing the person to retain or make a copy of the document.

Legend for communications during the waiting period

13.1 (1) A preliminary prospectus notice or other communication used in connection with a prospectus offering during the waiting period must contain the following legend or words to the same effect:

"A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from [insert name and contact information for dealer or other relevant person or entity.] There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued."

(2) If the preliminary prospectus notice or other communication is in writing, include the wording required under subsection (1) in bold type that is at least as large as that used generally in the body of the text.

(3) Subsection (1) does not apply to standard term sheets and marketing materials.

Legend for communications following receipt for the final prospectus

13.2 (1) A final prospectus notice or other communication used in connection with a prospectus offering following the issuance of a receipt for the final prospectus must contain the following legend or words to the same effect:

"This offering is only made by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained from [insert name and contact information for dealer or other relevant person or entity.] Investors should read the prospectus before making an investment decision."

(2) If the final prospectus notice or other communication is in writing, include the wording required under subsection (1) in bold type that is at least as large as that used generally in the body of the text.

(3) Subsection (1) does not apply to standard term sheets and marketing materials.

13.3 [Repealed]

Testing of the waters exemption -- IPO issuers

13.4 (1) In this section, "public issuer" means an issuer that

(a) is a reporting issuer in a jurisdiction of Canada;

(b) is an SEC issuer;

(c) has a class of securities that has been assigned a ticker symbol by the Financial Industry Regulatory Authority in the United States of America for use on any of the over-the-counter markets in the United States of America;

(d) has a class of securities that have been traded on an over-the-counter market with respect to which trade data is publicly reported; or

(e) has any of its securities listed, quoted or traded on a marketplace outside of Canada or any other facility outside of Canada for bringing together buyers and sellers of securities and with respect to which trade data is publicly reported.

(2) Subject to subsections (3) to (7), the prospectus requirement does not apply to a solicitation of an expression of interest in order to ascertain if there would be sufficient interest in an initial public offering of securities by an issuer pursuant to a long form prospectus if

(a) the issuer has a reasonable expectation of filing a preliminary long form prospectus in respect of an initial public offering in at least one jurisdiction of Canada;

(b) the issuer is not a public issuer before the date of the preliminary long form prospectus;

(c) an investment dealer makes the solicitation on behalf of the issuer;

(d) the issuer provided written authorization to the investment dealer to act on its behalf before the investment dealer made the solicitation;

(e) the solicitation is made to an accredited investor; and

(f) subject to subsection (3), the issuer and the investment dealer keep all information about the proposed offering confidential until the earlier of

(i) the information being generally disclosed in a preliminary long form prospectus or otherwise, or

(ii) the issuer confirming in writing that it will not be pursuing the potential offering.

(3) An investment dealer must not solicit an expression of interest from an accredited investor pursuant to subsection (2) unless

(a) all written material provided to the accredited investor

(i) is approved in writing by the issuer before it is provided,

(ii) is marked confidential, and

(iii) contains a legend stating that the material does not provide full disclosure of all material facts relating to the issuer, the securities or the offering and is not subject to liability for misrepresentations under applicable securities legislation; and

(b) before providing the investor with any information about the issuer, the securities or the offering, the investment dealer obtains confirmation in writing from the investor that the investor will keep information about the proposed offering confidential, and will not use the information for any purpose other than assessing the investor's interest in the offering, until the earlier of

(i) the information being generally disclosed in a preliminary long form prospectus or otherwise, or

(ii) the issuer confirming in writing that it will not be pursuing the potential offering.

(4) If any investment dealer solicits an expression of interest pursuant to subsection (2), the issuer must not file a preliminary long form prospectus in respect of an initial public offering until the date which is at least 15 days after the date on which any investment dealer last solicited an expression of interest from an accredited investor pursuant to that subsection.

(5) An issuer relying on the exemption in subsection (2) must keep

(a) a written record of any investment dealer that it authorized to act on its behalf in making solicitations in reliance on the exemption; and

(b) a copy of any written authorizations referred to in paragraph (2)(d).

(6) If an investment dealer solicits an expression of interest pursuant to subsection (2), the investment dealer must keep

(a) a written record of any accredited investor that it solicited in reliance on the exemption;

(b) a copy of any written material and written approval referred to in subparagraph (3)(a)(i); and

(c) any written confirmations referred to in paragraph (3)(b).

(7) Subsection (2) does not apply if

(a) any of the issuer's securities are held by a control person that is a public issuer; and

(b) the initial public offering of the issuer would be a material fact or material change with respect to the control person.

Standard term sheets during the waiting period

13.5 (1) An investment dealer that provides a standard term sheet to a potential investor during the waiting period is exempt from the prospectus requirement with respect to providing the standard term sheet if

(a) the standard term sheet complies with subsections (2) and (3);

(b) other than contact information for the investment dealer or underwriters, all information in the standard term sheet concerning the issuer, the securities or the offering is disclosed in, or derived from, the preliminary prospectus or any amendment; and

(c) a receipt for the preliminary prospectus has been issued in the local jurisdiction.

(2) A standard term sheet provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada].

The preliminary prospectus is still subject to completion. Copies of the preliminary prospectus may be obtained from [insert contact information for the investment dealer or underwriters]. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

(3) A standard term sheet provided under subsection (1) may contain only the information referred to in subsection (2) and the following information in respect of the issuer, the securities or the offering:

(a) the name of the issuer;

(b) the jurisdiction or foreign jurisdiction in which the issuer's head office is located;

(c) the statute under which the issuer is incorporated, continued or organized or, if the issuer is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists;

(d) a brief description of the business of the issuer;

(e) a brief description of the securities;

(f) the price or price range of the securities;

(g) the total number or dollar amount of the securities, or range of the total number or dollar amount of the securities;

(h) the terms of any over-allotment option;

(i) the names of the underwriters;

(j) whether the offering is on a firm commitment or best efforts basis;

(k) the amount of the underwriting commission, fee or discount;

(l) the proposed or expected closing date of the offering;

(m) a brief description of the use of proceeds;

(n) the exchange on which the securities are proposed to be listed, provided that the standard term sheet complies with the requirements of securities legislation for listing representations;

(o) in the case of debt securities, the maturity date of the debt securities and a brief description of any interest payable on the debt securities;

(p) in the case of preferred shares, a brief description of any dividends payable on the securities;

(q) in the case of convertible securities, a brief description of the underlying securities into which the convertible securities are convertible;

(r) in the case of exchangeable securities, a brief description of the underlying securities into which the exchangeable securities are exchangeable;

(s) in the case of restricted securities, a brief description of the restriction;

(t) in the case of securities for which a credit supporter has provided a guarantee or alternative credit support, a brief description of the credit supporter and the guarantee or alternative credit support provided;

(u) whether the securities are redeemable or retractable;

(v) a statement that the securities are eligible, or are expected to be eligible, for investment in registered retirement savings plans, tax-free savings accounts or other registered plans, if the issuer has received, or reasonably expects to receive, a legal opinion that the securities are so eligible;

(w) contact information for the investment dealer or underwriters.

(4) For the purposes of subsection (3), "brief description" means a description consisting of no more than three lines of text in type that is at least as large as that used generally in the body of the standard term sheet.

Standard term sheets after a receipt for a final prospectus

13.6 (1) An investment dealer must not provide a standard term sheet to a potential investor after a receipt for a final prospectus or any amendment is issued unless

(a) the standard term sheet complies with subsections (2) and (3);

(b) other than contact information for the investment dealer or underwriters, all information in the standard term sheet concerning the issuer, the securities or the offering is disclosed in, or derived from, the final prospectus or any amendment; and

(c) a receipt for the final prospectus has been issued in the local jurisdiction.

(2) A standard term sheet provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A final prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada].

Copies of the final prospectus may be obtained from [insert contact information for the investment dealer or underwriters].

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

(3) A standard term sheet provided under subsection (1) may contain only the information referred to in subsection (2) and the information referred to in subsection 13.5(3).

Marketing materials during the waiting period

13.7 (1) An investment dealer that provides marketing materials to a potential investor during the waiting period is exempt from the prospectus requirement with respect to providing the marketing materials if

(a) the marketing materials comply with subsections (2) to (8);

(b) other than contact information for the investment dealer or underwriters and any comparables, all information in the marketing materials concerning the issuer, the securities or the offering is disclosed in, or derived from, the preliminary prospectus or any amendment;

(c) other than prescribed language, the marketing materials contain the same cautionary language in bold type as contained on the cover page, and in the summary, of the preliminary prospectus;

(d) a template version of the marketing materials is approved in writing by the issuer and the lead underwriter before the marketing materials are provided;

(e) a template version of the marketing materials is filed on or before the day that the marketing materials are first provided;

(f) a receipt for the preliminary prospectus has been issued in the local jurisdiction; and

(g) the investment dealer provides a copy of the preliminary prospectus and any amendment with the marketing materials.

(2) If a template version of the marketing materials is approved in writing by the issuer and lead underwriter under paragraph (1)(d) and filed under paragraph (1)(e), an investment dealer may provide a limited-use version of the marketing materials that

(a) has a date that is different than the template version;

(b) contains a cover page referring to the investment dealer or underwriters or a particular investor or group of investors;

(c) contains contact information for the investment dealer or underwriters; or

(d) has text in a format, including the type's font, colour or size, that is different than the template version.

(3) If a template version of the marketing materials is divided into separate sections for separate subjects and is approved in writing by the issuer and lead underwriter under paragraph (1)(d), and that template version is filed under paragraph (1)(e), an investment dealer may provide a limited-use version of the marketing materials that includes only one or more of those separate sections.

(4) The issuer may remove any comparables, and any disclosure relating to those comparables, from the template version of the marketing materials before filing it under paragraph (1)(e) or (7)(a) if

(a) the comparables, and any disclosure relating to the comparables, are in a separate section of the template version of the marketing materials;

(b) the template version of the marketing materials that is filed contains a note advising that the comparables, and any disclosure relating to the comparables, were removed in accordance with this subsection, provided that the note appears immediately after where the removed comparables and related disclosure would have been;

(c) if the prospectus is filed in the local jurisdiction, a complete template version of the marketing materials containing the comparables, and any disclosure relating to the comparables, is delivered to the securities regulatory authority; and

(d) the complete template version of the marketing materials contains disclosure proximate to the comparables which

(i) explains what comparables are;

(ii) explains the basis on which the other issuers were included in the comparables and why the other issuers are considered to be an appropriate basis for comparison with the issuer;

(iii) explains the basis on which the compared attributes were included;

(iv) states that the information about the other issuers was obtained from public sources and has not been verified by the issuer or the underwriters;

(v) discloses any risks relating to the comparables, including risks in making an investment decision based on the comparables; and

(vi) states that if the comparables contain a misrepresentation, the investor does not have a remedy under securities legislation.

(5) Marketing materials provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada]. A copy of the preliminary prospectus, and any amendment, is required to be delivered with this document.

The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

(6) If marketing materials are provided during the waiting period under subsection (1), the issuer must include the template version of the marketing materials filed under paragraph 1(e) in its final prospectus, or incorporate by reference the template version of the marketing materials filed under paragraph 1(e) into its final prospectus, in the manner described in subsection 36A.1(1) of Form 41-101F1 or subsection 11.6(1) of Form 44-101F1, as applicable.

(7) If the final prospectus or any amendment modifies a statement of a material fact that appeared in marketing materials provided during the waiting period under subsection (1), the issuer must

(a) prepare and file, at the time the issuer files the final prospectus or any amendment, a revised template version of the marketing materials that is blacklined to show the modified statement, and

(b) include in the final prospectus, or any amendment, the disclosure required by subsection 36A.1(3) of Form 41-101F1 or subsection 11.6(3) of Form 44-101F1, as applicable.

(8) A revised template version of the marketing materials filed under subsection (7) must comply with section 13.8.

(9) If marketing materials are provided during the waiting period under subsection (1) but the issuer does not comply with subsection (6), the marketing materials are deemed for purposes of securities legislation to be incorporated into the issuer's final prospectus as of the date of the final prospectus to the extent not otherwise expressly modified or superseded by a statement contained in the final prospectus.

Marketing materials after a receipt for a final prospectus

13.8 (1) An investment dealer must not provide marketing materials to a potential investor after a receipt for a final prospectus or any amendment is issued unless

(a) the marketing materials comply with subsections (2) to (8);

(b) other than contact information for the investment dealer or underwriters and any comparables, all information in the marketing materials concerning the issuer, the securities or the offering is disclosed in, or derived from, the final prospectus and any amendment;

(c) other than prescribed language, the marketing materials contain the same cautionary language in bold type as contained on the cover page, and in the summary, of the final prospectus;

(d) a template version of the marketing materials is approved in writing by the issuer and the lead underwriter before the marketing materials are provided;

(e) a template version of the marketing materials is filed on or before the day that the marketing materials are first provided;

(f) a receipt for the final prospectus has been issued in the local jurisdiction; and

(g) the investment dealer provides a copy of the final prospectus, and any amendment, with the marketing materials.

(2) If a template version of the marketing materials is approved in writing by the issuer and lead underwriter under paragraph (1)(d) and filed under paragraph (1)(e), an investment dealer may provide a limited-use version of the marketing materials that

(a) has a date that is different than the template version;

(b) contains a cover page referring to the investment dealer or underwriters or a particular investor or group of investors;

(c) contains contact information for the investment dealer or underwriters; or

(d) has text in a format, including the type's font, colour or size, that is different than the template version.

(3) If a template version of the marketing materials is divided into separate sections for separate subjects and is approved in writing by the issuer and lead underwriter under paragraph (1)(d), and that template version is filed under paragraph (1)(e), an investment dealer may provide a limited-use version of the marketing materials that includes only one or more of those separate sections.

(4) The issuer may remove any comparables, and any disclosure relating to those comparables, from the template version of the marketing materials before filing it under paragraph (1)(e) or (7)(b) if

(a) the comparables, and any disclosure relating to the comparables, are in a separate section of the template version of the marketing materials;

(b) the template version of the marketing materials that is filed contains a note advising that the comparables, and any disclosure relating to the comparables, were removed in accordance with this subsection, provided that the note appears immediately after where the removed comparables and related disclosure would have been;

(c) if the prospectus is filed in the local jurisdiction, a complete template version of the marketing materials containing the comparables, and any disclosure relating to the comparables, is delivered to the securities regulatory authority; and

(d) the complete template version of the marketing materials contains the disclosure referred to in paragraph 13.7(4)(d).

(5) Marketing materials provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A final prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada]. A copy of the final prospectus, and any amendment, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

(6) An investment dealer must not provide marketing materials under subsection (1) unless the issuer

(a) has included the template version of the marketing materials filed under paragraph 1(e) in its final prospectus, and any amendment, or incorporated by reference the template version of the marketing materials filed under paragraph 1(e) into its final prospectus, and any amendment, in the manner described in subsection 36A.1(1) of Form 41-101F1 or subsection 11.6(1) of Form 44-101F1, as applicable, or

(b) has included in its final prospectus, and any amendment, the statement described in subsection 36A.1(4) of Form 41-101F1 or subsection 11.6(4) of Form 44-101F1, as applicable.

(7) If an amendment to a final prospectus modifies a statement of material fact that appeared in marketing materials provided under subsection (1), the issuer must

(a) indicate in the amendment to the final prospectus that the marketing materials are not part of the final prospectus, as amended, to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in the amendment;

(b) prepare and file, at the time the issuer files the amendment to the final prospectus, a revised template version of the marketing materials that is blacklined to show the modified statement; and

(c) include in the amendment to the final prospectus the disclosure required by subsection 36A.1(3) of Form 41-101F1 or subsection 11.6(3) of Form 44-101F1, as applicable.

(8) Any revised template version of the marketing materials filed under subsection (7) must comply with this section.

(9) If marketing materials are provided under subsection (1) but the issuer did not comply with subsection (6), the marketing materials are deemed for purposes of securities legislation to be incorporated into the issuer's final prospectus as of the date of the final prospectus to the extent not otherwise expressly modified or superseded by a statement contained in the final prospectus.

Road shows during the waiting period

13.9 (1) An investment dealer that conducts a road show for potential investors during the waiting period is exempt from the prospectus requirement with respect to that road show if

(a) the road show complies with subsections (2) to (4); and

(b) a receipt for the preliminary prospectus has been issued in the local jurisdiction.

(2) Subject to section 13.12, an investment dealer must not provide marketing materials to an investor attending a road show conducted under subsection (1) unless the marketing materials are provided in accordance with section 13.7.

(3) If an investment dealer conducts a road show, the investment dealer must establish and follow reasonable procedures to

(a) ask any investor attending the road show in person, by telephone conference call, on the internet or by other electronic means to provide their name and contact information;

(b) keep a record of any information provided by the investor; and

(c) provide the investor with a copy of the preliminary prospectus and any amendment.

(4) If an investment dealer permits an investor, other than an accredited investor, to attend a road show, the investment dealer must commence the road show with the oral reading of the following statement or a statement to the same effect:

This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Road shows after a receipt for a final prospectus

13.10 (1) An investment dealer must not conduct a road show for potential investors after a receipt for a final prospectus or any amendment is issued unless

(a) the road show complies with subsections (2) to (4); and

(b) a receipt for the final prospectus has been issued in the local jurisdiction.

(2) Subject to section 13.12, an investment dealer must not provide marketing materials to an investor attending a road show conducted under subsection (1) unless the marketing materials are provided in accordance with section 13.8.

(3) If an investment dealer conducts a road show, the investment dealer must establish and follow reasonable procedures to

(a) ask any investor attending the road show in person, by telephone conference call, on the internet or by other electronic means to provide their name and contact information;

(b) keep a record of any information provided by the investor; and

(c) provide the investor with a copy of the final prospectus and any amendment.

(4) If an investment dealer permits an investor, other than an accredited investor, to attend a road show, the investment dealer must commence the road show with the oral reading of the following statement or a statement to the same effect:

This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Exception from procedures for road shows for certain U.S. cross-border initial public offerings

13.11 (1) Subject to subsection (2), the following provisions do not apply to an investment dealer that conducts a road show in connection with a U.S. cross-border initial public offering:

(a) paragraphs 13.9(3)(a) and (b);

(b) paragraphs 13.10(3)(a) and (b).

(2) Subsection (1) does not apply unless

(a) the issuer is relying on the exemption from United States filing requirements in Rule 433(d)(8)(ii) under the 1933 Act in respect of the road show; and

(b) the investment dealer establishes and follows reasonable procedures to

(i) ask any investor attending the road show in person, by telephone conference call, on the internet or by other electronic means to voluntarily provide their name and contact information; and

(ii) keep a record of any information voluntarily provided by the investor.

Exception from filing and incorporation requirements for road shows for certain U.S. cross-border offerings

13.12 (1) Subject to subsections (2) to (4), if an investment dealer provides marketing materials to a potential investor in connection with a road show for a U.S. cross-border offering, the following provisions do not apply to the template version of the marketing materials relating to the road show:

(a) paragraphs 13.7(1)(e) and 13.8(1)(e);

(b) subsections 13.7(6) to (9);

(c) subsections 13.8(6) to (9);

(d) paragraphs 36A.1(1)(b) and (c), paragraph 36A.1(3)(b), subsection 36A.1(4) and section 37.6 of Form 41-101F1;

(e) paragraphs 11.6(1)(b) and (c), paragraph 11.6(3)(b) and subsection 11.6(4) of Form 44-101F1.

(2) Subsection (1) does not apply unless

(a) the underwriters have a reasonable expectation that the securities offered under the U.S. cross-border offering will be sold primarily in the United States of America;

(b) the issuer and the underwriters who sign the prospectus filed in the local jurisdiction provide a contractual right containing the language set out in subsection 36A.1(5) of Form 41-101F1, or words to the same effect, except that the language may specify that the contractual right does not apply to any comparables provided in accordance with subsection (3); and

(c) if the prospectus is filed in the local jurisdiction, the template version of the marketing materials relating to the road show is delivered to the securities regulatory authority.

(3) If the template version of the marketing materials relating to the road show contains comparables, the template version of the marketing materials must contain the disclosure referred to in paragraph 13.7(4)(d).

(4) For greater certainty, subsection (1) does not apply to marketing materials other than the marketing materials provided in connection with the road show.

PART 13A

ADVERTISING AND MARKETING IN CONNECTION WITH PROSPECTUS OFFERINGS OF INVESTMENT FUNDS

Application

13A.1 This Part applies to investment funds filing a prospectus in the form of Form 41-101F2 or Form 41-101F3.

Legend for communications during the waiting period

13A.2 (1) A preliminary prospectus notice or other communication used in connection with a prospectus offering during the waiting period must contain the following legend, or words to the same effect:

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from [insert name and contact information for dealer or other relevant person or company]. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

(2) If the preliminary prospectus notice or other communication is in writing, include the wording required under subsection (1) in bold type that is at least as large as that used generally in the body of the text.

Legend for communications following receipt for the final prospectus

13A.3 (1) A final prospectus notice or other communication used in connection with a prospectus offering following the issuance of a receipt for the final prospectus must contain the following legend, or words to the same effect:

This offering is made only by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained from [insert name and contact information for dealer or other relevant person or company]. Investors should read the prospectus before making an investment decision.

(2) If the final prospectus notice or other communication is in writing, include the wording required under subsection (1) in bold type that is at least as large as that used generally in the body of the text.

Advertising during the waiting period

13A.4 If the issuer is an investment fund, an advertisement used in connection with a prospectus offering during the waiting period may state only the following information:

(a) whether the security represents a share in an incorporated entity or an interest in an unincorporated entity;

(b) the name of the issuer;

(c) the price of the security;

(d) the fundamental investment objectives of the investment fund;

(e) the name of the manager of the investment fund;

(f) the name of the portfolio manager of the investment fund;

(g) the name and address of a person or company from whom a preliminary prospectus may be obtained and purchases of securities may be made;

(h) how many securities will be made available;

(i) whether the security is or will be a qualified investment for a registered retirement savings plan, registered retirement income fund, registered education savings plan or tax free savings account or qualifies, or will qualify, the holder for special tax treatment.

PART 14

CUSTODIANSHIP OF PORTFOLIO ASSETS OF AN INVESTMENT FUND

General

14.1 (1) This Part applies to an investment fund that prepares a prospectus in accordance with this Instrument, other than an investment fund subject to NI 81-102.

(2) Subject to sections 14.8 and 14.9, all portfolio assets of an investment fund must be held under the custodianship of one custodian that satisfies the requirements of section 14.2.

(3) No manager of an investment fund may act as a custodian or sub-custodian of the investment fund.

Who may act as custodian or sub-custodian

14.2 (1) If portfolio assets are held in Canada by a custodian or sub-custodian, the custodian or sub-custodian must be one of the following:

(a) a bank listed in Schedule I, II or III of the Bank Act (Canada);

(b) a trust company that

(i) is incorporated and licenced or registered under the laws of Canada or a jurisdiction, and

(ii) has equity, as reported in its most recent audited financial statement, of not less than $10,000,000;

(c) a company that is incorporated under the laws of Canada or a jurisdiction and is an affiliate of a bank or trust company referred to in paragraph (a) or (b), if

(i) the company has equity, as reported in its most recent audited financial statements that have been made public, of not less than $10,000,000, or

(ii) the bank or trust company has assumed responsibility for all of the custodial obligations of the company for that investment fund.

(2) If portfolio assets are held outside of Canada by a sub-custodian, the sub-custodian must be one of the following:

(a) an entity referred to in subsection (1);

(b) an entity that

(i) is incorporated or organized under the law of a country, or a political subdivision of a country, other than Canada,

(ii) is regulated as a banking institution or trust company by the government, or an agency of the government of the country or political subdivision of the country under whose laws it is incorporated or organized, and

(iii) has equity, as reported in its most recent audited financial statements of not less than the equivalent of $100,000,000;

(c) an affiliate of an entity referred to in paragraph (a) or (b) if

(i) the affiliate has equity, as reported in its most recent audited financial statements that have been made public, of not less than the equivalent of $100,000,000, or

(ii) the entity referred to in paragraphs (a) or (b) has assumed responsibility for all of the custodial obligations of the affiliate for that investment fund.

Standard of care

14.3 (1) The custodian and each sub-custodian of an investment fund, in carrying out their duties concerning the safekeeping of, and dealing with, the portfolio assets of the investment fund, must exercise

(a) the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances, or

(b) at least the same degree of care as they exercise with respect to their own property of a similar kind, if this is a higher degree of care than the degree of care referred to in paragraph (a).

(2) No investment fund may relieve the custodian or a sub-custodian of the investment fund from liability to the investment fund or to a securityholder of the investment fund for loss that arises out of the failure of the custodian or sub-custodian to exercise the standard of care imposed by subsection (1).

(3) An investment fund may indemnify a custodian or sub-custodian against legal fees, judgments and amounts paid in settlement, actually and reasonably incurred by that entity in connection with custodial or sub-custodial services provided by that entity to the investment fund, if those fees, judgments and amounts were not incurred as a result of a breach of the standard of care described in subsection (1).

(4) No investment fund may incur the cost of any portion of liability insurance that insures a custodian or sub-custodian for a liability, except to the extent that the custodian or sub-custodian may be indemnified for that liability under this section.

Appointment of sub-custodian

14.4 (1) The custodian or a sub-custodian of an investment fund may appoint one or more sub-custodians to hold portfolio assets of the investment fund if,

(a) in the case where the appointment is by the custodian, the investment fund gives written consent to each appointment,

(b) in the case where the appointment is by a sub-custodian, the investment fund and the custodian of the investment fund give written consent to each appointment,

(c) the sub-custodian is an entity described in subsection 14.2(1) or (2), as applicable,

(d) the arrangements under which a sub-custodian is appointed are such that the investment fund may enforce rights directly, or require the custodian or a sub-custodian to enforce rights on behalf of the investment fund, to the portfolio assets held by the appointed sub-custodian, and

(e) the appointment is otherwise in compliance with this Instrument.

(2) Despite paragraphs (1)(a) and (b), a general consent to the appointment of persons or companies that are part of an international network of sub-custodians within the organization of the custodian appointed by the investment fund or the sub-custodian appointed by the custodian is sufficient if that general consent is part of an agreement governing the relationship between the investment fund and the appointed custodian or the custodian and the appointed sub-custodian.

(3) A custodian or sub-custodian must provide to the investment fund a list of each person or company that is appointed sub-custodian under a general consent referred to in subsection (2).

Content of agreements

14.5 (1) All custodian agreements and sub-custodian agreements of an investment fund must provide for

(a) the location of portfolio assets,

(b) the appointment of a sub-custodian, if any,

(c) the provision of lists of sub-custodians,

(d) the method of holding portfolio assets,

(e) the standard of care and responsibility for loss,

(f) review and compliance reports, and

(g) the safekeeping of portfolio assets on terms consistent with the agreement between the investment fund and the custodian, for an agreement between a custodian and a sub-custodian.

(2) The provisions of an agreement referred to under subsection (1) must comply with the requirements of this Part.

(3) A custodian agreement or sub-custodian agreement concerning the portfolio assets of an investment fund must not

(a) provide for the creation of any security interest on the portfolio assets except for a good faith claim for payment of the fees and expenses of the custodian or sub-custodian for acting in that capacity or to secure the obligations of the investment fund to repay borrowings by the investment fund from a custodian or sub-custodian for the purpose of settling portfolio transactions, or

(b) contain a provision that would require the payment of a fee to the custodian or sub-custodian for the transfer of the beneficial ownership of portfolio assets, other than for safekeeping and administrative services in connection with acting as custodian or sub-custodian.

Review and compliance reports

14.6 (1) The custodian of an investment fund must, on a periodic basis and at least annually,

(a) review the agreements referred to in section 14.5 to determine if those agreements are in compliance with this Part,

(b) make reasonable enquiries to ensure that each sub-custodian is an entity referred to in subsection 14.2(1) or (2), as applicable, and

(c) make or cause to be made any changes that may be necessary to ensure that

(i) the agreements are in compliance with this Part, and

(ii) each sub-custodian is an entity referred to in subsection 14.2(1) or (2), as applicable.

(2) The custodian of an investment fund must, within 60 days after the end of each financial year of the investment fund, advise the investment fund in writing

(a) of the names and addresses of all sub-custodians of the investment fund,

(b) if the agreements are in compliance with this Part, and

(c) if, to the best of the knowledge and belief of the custodian, each sub-custodian is an entity that satisfies the requirements of subsection 14.2(1) or (2), as applicable.

(3) A copy of the report referred to in subsection (2) must be delivered by or on behalf of the investment fund to the securities regulatory authority within 30 days after the filing of the annual financial statements of the investment fund.

Holding of portfolio assets and payment of fees

14.7 (1) Except as provided in subsections (2) and (3) and sections 14.8 and 14.9, portfolio assets not registered in the name of the investment fund must be registered in the name of the custodian or a sub-custodian of the investment fund or any of their respective nominees with an account number or other designation in the records of the custodian sufficient to show that the beneficial ownership of the portfolio assets is vested in the investment fund.

(2) The custodian or a sub-custodian of the investment fund or the applicable nominee must segregate portfolio assets issued in bearer form to show that the beneficial ownership of the property is vested in the investment fund.

(3) A custodian or sub-custodian of an investment fund may deposit portfolio assets with a depository or a clearing agency that operates a book-based system.

(4) The custodian or sub-custodian of an investment fund arranging for the deposit of portfolio assets with, and their delivery to, a depository, or clearing agency, that operates a book-based system must ensure that the records of any of the applicable participants in that book-based system or the custodian contain an account number or other designation sufficient to show that the beneficial ownership of the portfolio assets is vested in the investment fund.

(5) No investment fund may pay a fee to a custodian or sub-custodian for the transfer of beneficial ownership of portfolio assets other than for safekeeping and administrative services in connection with acting as custodian or sub-custodian.

Custodial provisions relating to derivatives and securities lending, repurchases and reverse repurchase agreements

14.8 (1) For the purposes of subsection (4), "specified derivative" has the same meaning as in NI 81-102.

(2) An investment fund may deposit portfolio assets as margin for transactions in Canada involving clearing corporation options, options on futures or standardized futures with a dealer that is a member of an SRO that is a participating member of CIPF if the amount of margin deposited does not, when aggregated with the amount of margin already held by the dealer on behalf of the investment fund, exceed 10% of the net assets of the investment fund, taken at market value as at the time of deposit.

(3) An investment fund may deposit portfolio assets with a dealer as margin for transactions outside Canada involving clearing corporation options, options on futures or standardized futures if

(a) in the case of standardized futures and options on futures, the dealer is a member of a futures exchange or, in the case of clearing corporation options, is a member of a stock exchange, and, as a result in either case, is subject to a regulatory audit,

(b) the dealer has a net worth, determined from its most recent audited financial statements that have been made public, in excess of the equivalent of $50 million, and

(c) the amount of margin deposited does not, when aggregated with the amount of margin already held by the dealer on behalf of the investment fund, exceed 10% of the net assets of the investment fund, taken at market value as at the time of deposit.

(4) An investment fund may deposit with its counterparty portfolio assets over which it has granted a security interest in connection with a particular specified derivatives transaction.

(5) The agreement by which portfolio assets are deposited in accordance with subsection (2), (3) or (4) must require the person or company holding the portfolio assets to ensure that its records show that the investment fund is the beneficial owner of the portfolio assets.

(6) An investment fund may deliver portfolio assets to a person or company in satisfaction of its obligations under a securities lending, repurchase or reverse purchase agreement if the collateral, cash proceeds or purchased securities that are delivered to the investment fund in connection with the transaction are held under the custodianship of the custodian or a sub-custodian of the investment fund in compliance with this Part.

Custodial provisions relating to short sales

14.8.1 (1) For the purposes of subsection (2), "borrowing agent" has the same meaning as in NI 81-102.

(2) Except where the borrowing agent is the investment fund's custodian or sub-custodian, if an investment fund deposits portfolio assets with a borrowing agent as security in connection with a short sale of securities, the market value of portfolio assets deposited with the borrowing agent must not, when aggregated with the market value of portfolio assets already held by the borrowing agent as security for outstanding short sales of securities by the investment fund, exceed 10% of the net asset value of the investment fund at the time of deposit.

(3) An investment fund must not deposit portfolio assets as security in connection with a short sale of securities with a dealer in Canada unless that dealer is a registered dealer and is a member of the Investment Industry Regulatory Organization of Canada.

(4) An investment fund must not deposit portfolio assets as security in connection with a short sale of securities with a dealer outside Canada unless that dealer

(a) is a member of a stock exchange and is subject to a regulatory audit, and

(b) has a net worth, determined from its most recent audited financial statements that have been made public, in excess of the equivalent of $50 million.

Separate account for paying expenses

14.9 An investment fund may deposit cash in Canada with an entity referred to in paragraph (a) or (b) of subsection 14.2(1) to facilitate the payment of regular operating expenses of the investment fund.

PART 15

DOCUMENTS INCORPORATED BY REFERENCE BY INVESTMENT FUNDS

Application

15.1 This Part applies only to an investment fund in continuous distribution.

Incorporation by reference

15.2 (1) An investment fund must incorporate by reference into its long form prospectus, by means of a statement to that effect, the filed documents listed in

(a) section 37.1 of Form 41-101F2 for investment funds other than scholarship plans, and

(b) subsection 4.1(1) of Part B of Form 41-101F3 for scholarship plans.

(2) If an investment fund does not incorporate by reference into its long form prospectus a document referred to in subsection (1), the document is deemed, for the purposes of securities legislation, to be incorporated by reference in the investment fund's long form prospectus as of the date of the long form prospectus.

(3) An investment fund must incorporate by reference in its long form prospectus, by means of a statement to that effect, the subsequently filed documents referred to in

(a) section 37.2 of Form 41-101F2 for investment funds other than scholarship plans, and

(b) subsection 4.1(2) of Part B of Form 41-101F3 for scholarship plans.

(4) If an investment fund does not incorporate by reference into its long form prospectus a document referred to in subsection (3), the document is deemed, for the purposes of securities legislation, to be incorporated by reference in the investment fund's long form prospectus as of the date the investment fund filed the document.

Documents to be delivered or sent upon request

15.3 (1) An ETF must deliver or send to any person or company that requests the prospectus of the ETF or any of the documents incorporated by reference into the prospectus, a copy of the prospectus or requested document.

(2) A document requested under subsection (1) must be delivered or sent within three business days of receipt of the request and free of charge.

PART 16

DISTRIBUTION OF PRELIMINARY PROSPECTUS AND DISTRIBUTION LIST

Distribution of preliminary prospectus and distribution list

16.1 Except in Ontario, any dealer distributing a security during the waiting period must

(a) send a copy of the preliminary prospectus to each prospective purchaser who indicates an interest in purchasing the security and requests a copy of such preliminary prospectus, and

(b) maintain a record of the names and addresses of all persons and companies to whom the preliminary prospectus has been forwarded.

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Note: In Ontario, sections 66 and 67 of the Securities Act (Ontario) impose similar requirements regarding the distribution of a preliminary prospectus and maintaining a distribution list.

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PART 17

LAPSE DATE

Pro forma prospectus

17.1 (1) In this Part, "pro forma prospectus" means a long form prospectus that complies with the requirements described in subsection (2).

(2) A pro forma prospectus must be prepared in the form of a long form prospectus in accordance with Form 41-101F1, Form 41-101F2 or Form 41-101F3, as applicable, and other securities legislation, except that a pro forma prospectus is not required to contain prospectus certificates or to comply with sections 4.2, 4.3 and 4.4 of this Instrument.

(3) This Part does not apply to a prospectus filed in accordance with NI 44-101, NI 44-102 or NI 44-103.

Refiling of prospectus

17.2 (1) This section does not apply in Ontario.

(2) In this section, "lapse date" means, with reference to the distribution of a security that has been qualified under a prospectus, the date that is 12 months after the date of the most recent final prospectus relating to the security.

(3) An issuer must not continue the distribution of a security to which the prospectus requirement applies after the lapse date unless the issuer files a new prospectus that complies with securities legislation and a receipt for that new prospectus is issued by the regulator.

(4) Despite subsection (3), a distribution may be continued for a further 12 months after a lapse date if,

(a) the issuer delivers a pro forma prospectus not less than 30 days before the lapse date of the previous prospectus;

(b) the issuer files a new final prospectus not later than 10 days after the lapse date of the previous prospectus; and

(c) a receipt for the new final prospectus is issued by the regulator within 20 days after the lapse date of the previous prospectus.

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Note: In Ontario, section 60 of the Securities Act (Ontario) imposes a similar requirement for the inclusion of a statement of rights in a prospectus.

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(5) The continued distribution of securities after the lapse date does not contravene subsection (3) unless and until any of the conditions of subsection (4) are not complied with.

(6) Subject to any extension granted under subsection (7), if a condition in subsection (4) is not complied with, a purchaser may cancel a purchase made in a distribution after the lapse date in reliance on subsection (4) within 90 days after the purchaser first became aware of the failure to comply with the condition.

(7) The regulator may, on an application of a reporting issuer, extend, subject to such terms and conditions as it may impose, the times provided by subsection (4) where in its opinion it would not be prejudicial to the public interest to do so.

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Note: In Ontario, section 62 of the Securities Act (Ontario) imposes similar requirements and procedures regarding refiling of prospectuses.

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PART 18

STATEMENT OF RIGHTS

Statement of rights

18.1 Except in Ontario, a prospectus must contain a statement of the rights given to a purchaser under securities legislation in case of a failure to deliver the prospectus or in case of a misrepresentation in a prospectus.

PART 19

EXEMPTION

Exemption

19.1 (1) The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of NI 14-101 opposite the name of the local jurisdiction.

Application for exemption

19.2 An application made to the securities regulatory authority or regulator for an exemption from the provisions of this Instrument must include a letter or memorandum describing the matters relating to the exemption, and indicating why consideration should be given to the granting of the exemption.

Evidence of exemption

19.3 (1) Subject to subsection (2) and without limiting the manner in which an exemption under this Part may be evidenced, the granting under this Part of an exemption, other than an exemption from subsection 2.2(2), may be evidenced by the issuance of a receipt for a final prospectus or an amendment to a final prospectus.

(2) The issuance of a receipt for a final prospectus or an amendment to a final prospectus is not evidence that the exemption has been granted unless

(a) the person or company that sought the exemption sent to the regulator

(i) the letter or memorandum referred to in section 19.2 on or before the date of the filing of the pro forma or preliminary prospectus, or

(ii) the letter or memorandum referred to in section 19.2 after the date of the filing of the pro forma or preliminary prospectus and received a written acknowledgement from the regulator that the exemption may be evidenced in the manner set out in subsection (1), and

(b) the regulator has not before, or concurrently with, the issuance of the receipt sent notice to the person or company that sought the exemption, that the exemption sought may not be evidenced in the manner set out in subsection (1).

PART 20

TRANSITION, EFFECTIVE DATE, AND REPEAL

Transition

20.1 (1) [Repealed]

(2) [Repealed]

Effective Date

20.2 This Instrument comes into force on March 17, 2008.

Repeal

20.3 National Instrument 41-101 Prospectus Disclosure Requirements, which came into force on December 31, 2000, is repealed.

APPENDIX A

Schedule 1

Part A

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information

This Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information (the "Form") is to be completed by every individual who, in connection with an issuer filing a prospectus (the "Issuer"), is required to do so under Part 9 of National Instrument 41-101 General Prospectus Requirements or Part 4 of National Instrument 44-101 Short Form Prospectus Distributions or Part 2 of National Instrument 81-101 Mutual Fund Prospectus Disclosure.

The securities regulatory authorities do not make any of the information provided in this Form public.

General Instructions:

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CAUTION

An individual who makes a false statement commits an offence under securities legislation. Steps may be taken to verify the answers you have given in this Form, including verification of information relating to any previous criminal record.

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DEFINITIONS

"Offence" An offence includes:

(a) a summary conviction or indictable offence under the Criminal Code (Canada);

(b) a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any Canadian or foreign jurisdiction);

(c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; or

(d) an offence under the criminal legislation of any other foreign jurisdiction;

GUIDANCE: If you have received a pardon under the Criminal Records Act (Canada) for an Offence that relates to fraud (including any type of fraudulent activity), misappropriation of money or other property, theft, forgery, falsification of books or documents or similar Offences, you must disclose the pardoned Offence in this Form. In such circumstances:

(a) the appropriate written response would be "Yes, pardon granted on (date)"; and

(b) you must provide complete details in an attachment to this Form.

"Proceedings" means:

(a) a civil or criminal proceeding or inquiry which is currently before a court;

(b) a proceeding before an arbitrator or umpire or a person or group of persons authorized by law to make an inquiry and take evidence under oath in the matter;

(c) a proceeding before a tribunal in the exercise of a statutory power of decision making where the tribunal is required by law to hold or afford the parties to the proceeding an opportunity for a hearing before making a decision; or

(d) a proceeding before a self-regulatory entity authorized by law to regulate the operations and the standards of practice and business conduct of its members (including where applicable, issuers listed on a stock exchange) and individuals associated with those members and issuers, in which the self-regulatory entity is required under its by-laws, rules or policies to hold or afford the parties the opportunity to be heard before making a decision, but does not apply to a proceeding in which one or more persons are required to make an investigation and to make a report, with or without recommendations, if the report is for the information or advice of the person to whom it is made and does not in any way bind or limit that person in any decision the person may have the power to make;

"securities regulatory authority" or "SRA" means a body created by statute in any Canadian or foreign jurisdiction to administer securities law, regulation and policy (e.g. securities commission), but does not include an exchange or other self regulatory or entity;

"self regulatory entity or "SRE"" means:

(a) a stock, derivatives, commodities, futures or options exchange;

(b) an association of investment, securities, mutual fund, commodities, or future dealers;

(c) an association of investment counsel or portfolio managers;

(d) an association of other professionals (e.g. legal, accounting, engineering); and

(e) any other group, institution or self-regulatory organization, recognized by a securities regulatory authority, that is responsible for the enforcement of rules, policies, disciplines or codes under any applicable legislation, or considered an SRE in another country.

1. A IDENTIFICATION OF INDIVIDUAL COMPLETING FORM

B.

C.

D.

E.

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{*} Provide an email address that the regulator may use to contact you regarding this personal information form. This email address may be used to exchange personal information relating to you.

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F.

2. CITIZENSHIP

3. EMPLOYMENT HISTORY

Provide your complete employment history for the 5 YEARS immediately prior to the date of this Form starting with your current employment. Use an attachment if necessary. If you were unemployed during this period of time, state this and identify the period of unemployment.

4. INVOLVEMENT WITH ISSUERS

A.

B.