Vol. 135, No. 31 — August 4, 2001

Regulations Amending the Prospectus Exemptions (Insurance Companies) Regulations

Statutory Authority

Insurance Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE PROSPECTUS EXEMPTIONS (INSURANCE COMPANIES) REGULATIONS

AMENDMENTS

1. The long title of the Prospectus Exemptions (Insurance Companies) Regulations (see footnote 1) is replaced by the following:

PROSPECTUS EXEMPTIONS (INSURANCE COMPANIES) REGULATIONS

2. Section 1 of the Regulations and the heading before it are repealed.

3. (1) The portion of section 3 of the Regulations before paragraph (a) is replaced by the following:

3. Sections 296 to 298 and 300 to 306 of the Act do not apply in respect of a distribution

(2) Subparagraph 3(c)(i) of the Regulations is replaced by the following:

4. Section 4 (see footnote 2) of the Regulations is replaced by the following:

4. When a company or other person applies to the Superintendent under section 300 of the Act for the exemption of a proposed distribution from the application of sections 296 to 298 and 301 to 306 of the Act, the company or other person must send the Superintendent a copy of all information that is required to be provided to the authority charged with the administration of the laws, policy or practice regarding distributions in the jurisdiction in which the distribution is to be made.

COMING INTO FORCE

5. These Regulations come into force on the day on which section 3 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force.

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Prospectus Exemptions (Insurance Holding Companies) Regulations

Statutory Authority

Insurance Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

definitions	PROSPECTUS EXEMPTIONS (INSURANCE HOLDING COMPANIES) REGULATIONS
	INTERPRETATION
Definition of "Act"	1. In these Regulations, "Act" means the Insurance Companies Act.
	EXEMPTIONS
Exempt distributions	2. Sections 296 to 298 and 300 to 306 of the Act do not apply in respect of a distribution (a) outside Canada or to persons residing outside Canada; (b) that consists solely of trades made between an insurance holding company, or a person or group of persons referred to in paragraph 296(b) of the Act, and not more than 25 persons, if the trades result in not more than 25 persons being beneficial owners of the securities so traded; (c) that consists of a trade or trades made in the course of (i) a transaction under which an insurance holding company acquires ownership of the assets of an entity that in turn ceases to exist, or (ii) an amalgamation by an insurance holding company with one or more other bodies corporate; (d) that is in the form of (i) a share issued as a share dividend, (ii) shares issued to shareholders of an insurance holding company as a result of the exercise of a pre-emptive right referred to in section 751 of the Act, (iii) shares issued to shareholders of an insurance holding company as a result of the exercise of a right to purchase additional shares of the insurance holding company, (iv) shares issued as a result of the exercise of options or rights granted to directors, officers or employees of an insurance holding company, or (v) any other securities transferred or issued as a result of the exercise by a person of a right to purchase, convert or exchange shares; (e) in respect of which no prospectus is required to be filed under the laws of, or under a policy or practice in effect in, the province in which the distribution is to be made; or (f) that is made in accordance with a short-form prospectus system under the laws of, or under a policy or practice in effect in, the province in which the distribution is to be made.
Information	3. When an insurance holding company or other person applies to the Superintendent under section 300 of the Act for the exemption of a proposed distribution from the application of sections 296 to 298 and 301 to 306 of the Act, the insurance holding company or other person must send the Superintendent a copy of all information that is required to be provided to the authority charged with the administration of the laws, policy or practice regarding distributions in the jurisdiction in which the distribution is to be made.
	COMING INTO FORCE
Coming into force	4. These Regulations come into force on the day on which section 883 of the Insurance Companies Act, as enacted by section 465 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force.
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Regulations Amending the Prospectus Exemptions (Trust and Loan Companies) Regulations

Statutory Authority

Trust and Loan Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE PROSPECTUS EXEMPTIONS (TRUST AND LOAN COMPANIES) REGULATIONS

AMENDMENTS

1. The long title of the Prospectus Exemptions (Trust and Loan Companies) Regulations (see footnote 3) is replaced by the following:

PROSPECTUS EXEMPTIONS (TRUST AND LOAN COMPANIES) REGULATIONS

2. Section 1 of the Regulations and the heading before it are repealed.

3. (1) The portion of section 3 of the Regulations before paragraph (a) is replaced by the following:

3. Sections 278, 279 and 281 to 287 of the Act do not apply in respect of a distribution

(2) Subparagraph 3(c)(i) of the Regulations is replaced by the following:

4. Section 4 (see footnote 4) of the Regulations is replaced by the following:

4. When a company or other person applies to the Superintendent under section 281 of the Act for the exemption of a proposed distribution from the application of sections 278, 279 and 282 to 287 of the Act, the company or other person must send the Superintendent a copy of all information that is required to be provided to the authority charged with the administration of the laws, policy or practice regarding distributions in the jurisdiction in which the distribution is to be made.

COMING INTO FORCE

5. These Regulations come into force on the day on which section 3 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force.

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Regulatory Capital (Bank Holding Companies) Regulations

Statutory Authority

Bank Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

definitions	REGULATORY CAPITAL (BANK HOLDING COMPANIES) REGULATIONS
	INTERPRETATION
Definitions	1. The following definitions apply in these Regulations.
"Act" « Loi »	"Act" means the Bank Act.
"designated entity" « entité désignée »	"designated entity" means an entity other than (a) an insurance company; (b) a securities dealer; or (c) an entity controlled by an insurance company or a securities dealer.
"insurance company" « société d'assurances »	"insurance company" means an insurance company that is incorporated by or under the laws of Canada or of a province.
"minority interest" « participation minoritaire »	"minority interest" means an equity interest, in an entity that is controlled by a bank holding company, that is held by a person other than (a) the bank holding company; or (b) an entity controlled by the bank holding company.
"securities dealer" « négociant en valeurs mobilières »	"securities dealer" means an entity described in paragraph (g) of the definition "financial institution" in section 2 of the Act.
	REGULATORY CAPITAL
Definition of "regulatory capital"	2. (1) Subject to subsection (2) and section 3, the regulatory capital of a bank holding company, at any time, is the amount determined by the formula A - B where A is the total of the amounts of the shareholders' equity, minority interests and subordinated indebtedness that would be reported in the financial statements of the bank holding company prepared as at that time in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 840(4) of the Act; and B is the amount of goodwill that would be included in those financial statements.
Restriction relating to security	(2) In calculating the amount of regulatory capital under subsection (1), an amount may be included in respect of a security only if (a) the security is, by its terms, subordinate in right of payment to all liabilities of the entity that issued the security other than liabilities that, by their terms, rank equally with, or are subordinate to, that security; (b) the security is issued and fully paid up; and (c) in respect of subordinated indebtedness or a preferred share, the security (i) has an initial minimum term of five years or more or has no term, and (ii) cannot be redeemed or purchased for cancellation in the first five years after it is issued.
Definition for investment limits	3. (1) For the purposes of sections 938 to 940 of the Act, the regulatory capital of a bank holding company is the amount calculated under section 2, less the total of (a) all amounts each of which is the amount of shareholders' equity or subordinated indebtedness of an insurance company or securities dealer controlled by the bank holding company, or an entity controlled by an insurance company or securities dealer controlled by the bank holding company, that is included in the amount of regulatory capital of the bank holding company under section 2, (b) all amounts each of which is the amount of an investment, other than shareholders' equity or subordinated indebtedness referred to in paragraph (a), of the bank holding company or a designated entity controlled by the bank holding company in an insurance company or securities dealer controlled by the bank holding company, or in an entity controlled by an insurance company or securities dealer controlled by the bank holding company, if the investment is part of the capital of the insurance company or securities dealer, (c) all amounts each of which is the amount of a loan, other than subordinated indebtedness referred to in paragraph (a), made by the bank holding company or by a designated entity controlled by the bank holding company to an insurance company or securities dealer controlled by the bank holding company, or to an entity controlled by an insurance company or securities dealer controlled by the bank holding company, if the loan is part of the capital of the insurance company or securities dealer, and (d) all amounts each of which is the amount of a minority interest in an insurance company or securities dealer controlled by the bank holding company, or in an entity controlled by an insurance company or securities dealer controlled by the bank holding company, that is included in the amount of regulatory capital of the bank holding company under section 2.
Definition of "capital"	(2) For the purposes of paragraphs (1)(b) and (c), "capital" means (a) in respect of an insurance company to which the Insurance Companies Act applies, its regulatory capital within the meaning of the Regulatory Capital (Insurance Companies) Regulations; and (b) in respect of any other insurance company or a securities dealer, an amount that would be treated as its capital by a regulatory body that regulates the insurance company or securities dealer.
	COMING INTO FORCE
Coming into force	4. These Regulations come into force on the day on which sections 938 to 940 of the Bank Act, as enacted by section 183 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.
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Regulations Amending the Regulatory Capital (Banks) Regulations

Statutory Authority

Bank Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE REGULATORY CAPITAL (BANKS) REGULATIONS

AMENDMENTS

1. (1) The portion of subsection 4(1) of the Regulatory Capital (Banks) Regulations (see footnote 5) before paragraph (a) is replaced by the following:

4. (1) For the purposes of sections 476 to 478 of the Act, the regulatory capital of a bank is the amount calculated under section 3, less the aggregate of

(2) The portion of subsection 4(2) of the English version of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of paragraphs (1)(b) and (c), "capital" means

COMING INTO FORCE

2. These Regulations come into force on the day on which sections 476 to 478 of the Bank Act, as enacted by section 127 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.

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Regulations Amending the Regulatory Capital (Cooperative Credit Associations) Regulations

Statutory Authority

Cooperative Credit Associations Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE REGULATORY CAPITAL (COOPERATIVE CREDIT ASSOCIATIONS) REGULATIONS

AMENDMENTS

1. (1) Paragraphs (a) and (b) of the definition "designated entity" in section 2 of the Regulatory Capital (Cooperative Credit Associations) Regulations (see footnote 6) are replaced by the following:

(a) an insurance company,

(b) a securities dealer, or

(c) an entity controlled by an insurance company or securities dealer; (entité désignée)

(2) Section 2 of the Regulations is amended by adding the following in alphabetical order:

"insurance company" means an insurance company that is incorporated by or under the laws of Canada or of a province; (société d'assurances)

"securities dealer" means an entity described in paragraph (g) of the definition "financial institution" in section 2 of the Act. (négociant en valeurs mobilières)

2. Section 4 of the Regulations is replaced by the following:

4. (1) For the purposes of sections 401 and 402 of the Act, the regulatory capital of an association is the amount determined under section 3, less the aggregate of

(a) all amounts each of which is the amount of shareholders' equity and subordinated indebtedness of an insurance company or securities dealer controlled by the association, or of an entity controlled by an insurance company or securities dealer controlled by the association, that is included in the amount of regulatory capital of the association determined under section 3,

(b) all amounts each of which is the amount of investments, other than shareholders' equity or subordinated indebtedness referred to in paragraph (a), of the association or a designated entity controlled by the association in an insurance company or securities dealer controlled by the association, or in an entity controlled by an insurance company or securities dealer controlled by the association, if the investments are part of the capital of the insurance company or securities dealer,

(c) all amounts each of which is the amount of loans, other than subordinated indebtedness referred to in paragraph (a), made by the association or by a designated entity controlled by the association to an insurance company or securities dealer controlled by the association, or to an entity controlled by an insurance company or securities dealer controlled by the association, if the loans are part of the capital of the insurance company or securities dealer, and

(d) all amounts each of which is the amount of a minority interest in an insurance company or securities dealer controlled by the association, or in an entity controlled by an insurance company or securities dealer controlled by the association, that is included in the amount of regulatory capital of the association determined under section 3.

(2) For the purposes of paragraphs (1)(b) and (c), "capital" means

(a) in respect of an insurance company to which the Insurance Companies Act applies, regulatory capital within the meaning of the Regulatory Capital (Insurance Companies) Regulations; and

(b) in respect of any other insurance company or a securities dealer, an amount that would be treated as capital by a regulatory body that regulates the insurance company or securities dealer.

COMING INTO FORCE

3. These Regulations come into force on the day on which sections 401 and 402 of the Cooperative Credit Associations Act, as enacted by section 314 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.

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Regulations Amending the Regulatory Capital (Insurance Companies) Regulations

Statutory Authority

Insurance Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE REGULATORY CAPITAL (INSURANCE COMPANIES) REGULATIONS

AMENDMENTS

1. The definition "designated entity" in section 2 of the Regulatory Capital (Insurance Companies) Regulations (see footnote 7) is repealed.

2. Sections 3 (see footnote 8) and 4 of the Regulations are replaced by the following:

3. (1) Subject to subsection (2), the regulatory capital of a company, at any time, is the amount determined by the formula

A - B

where

A is the total of the following amounts that would be reported in the financial statements of the company prepared as at that time in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 331(4) of the Act:

(a) the amount of minority interests,

(b) the amount of subordinated indebtedness,

(c) the amount of the excess of assets over liabilities, and

(d) in respect of a life company, the amount of the total deferred realized capital gains less the total deferred realized capital losses from real estate and share transactions of the company or any other life company controlled by it; and

B is the amount of goodwill that would be included in those financial statements.

(2) In calculating the amount of regulatory capital under subsection (1), an amount may be included in respect of a security only if

(a) the security is, by its terms, subordinate in right of payment to the policy liabilities and the other liabilities of the entity that issued the security other than liabilities that, by their terms, rank equally with, or are subordinate to, that security;

(b) the security is issued and fully paid up; and

(c) in respect of subordinated indebtedness or a preferred share, the security

COMING INTO FORCE

3. These Regulations come into force on the day on which sections 494 and 509 of the Insurance Companies Act, as enacted by section 426 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.

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Regulatory Capital (Insurance Holding Companies) Regulations

Statutory Authority

Insurance Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

definitions	REGULATORY CAPITAL (INSURANCE HOLDING COMPANIES) REGULATIONS
	INTERPRETATION
Definitions	1. The following definitions apply in these Regulations.
"Act" « Loi »	"Act" means the Insurance Companies Act.
"minority interest" « participation minoritaire »	"minority interest" means an equity interest, in an entity that is controlled by an insurance holding company, that is held by a person other than (a) the insurance holding company; or (b) an entity controlled by the insurance holding company.
	REGULATORY CAPITAL
Definition of "regulatory capital"	2. (1) Subject to subsection (2), the regulatory capital of an insurance holding company, at any time, is the amount determined by the formula A - B where A is the total of the amounts of the shareholders' equity, minority interests and subordinated indebtedness that would be reported in the financial statements of the insurance holding company prepared as at that time in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 887(4) of the Act; and B is the amount of goodwill that would be included in those financial statements.
Restriction relating to security	(2) In calculating the amount of regulatory capital under subsection (1), an amount may be included in respect of a security only if (a) the security is, by its terms, subordinate in right of payment to all liabilities of the entity that issued the security other than liabilities that, by their terms, rank equally with, or are subordinate to, that security; (b) the security is issued and fully paid up; and (c) in respect of subordinated indebtedness or a preferred share, the security (i) has an initial minimum term of five years or more or has no term, and (ii) cannot be redeemed or purchased for cancellation in the first five years after it is issued.
	COMING INTO FORCE
Coming into force	3. These Regulations come into force on the day on which sections 970 and 984 of the Insurance Companies Act, as enacted by section 465 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.
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Regulations Amending the Regulatory Capital (Trust and Loan Companies) Regulations

Statutory Authority

Trust and Loan Companies Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

REGULATIONS AMENDING THE REGULATORY CAPITAL (TRUST AND LOAN COMPANIES) REGULATIONS

AMENDMENTS

1. (1) The portion of subsection 4(1) of the Regulatory Capital (Trust and Loan Companies) Regulations (see footnote 9) before paragraph (a) is replaced by the following:

4. (1) For the purposes of sections 464 to 466 of the Act, the regulatory capital of a company is the amount calculated under section 3, less the aggregate of

(2) The portion of subsection 4(2) of the English version of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of paragraphs (1)(b) and (c), "capital" means

COMING INTO FORCE

2. These Regulations come into force on the day on which sections 464 to 466 of the Trust and Loan Companies Act, as enacted by section 550 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, come into force.

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Security Certificate Transfer Fee (Banks, Bank Holding Companies, Insurance Companies and Insurance Holding Companies) Regulations

Statutory Authority

Bank Act

Sponsoring Department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Aggregate Financial Exposure (Banks) Regulations.

PROPOSED REGULATORY TEXT

For the Proposed Regulatory Text, see the Aggregate Financial Exposure (Banks) Regulations.

definitions	SECURITY CERTIFICATE TRANSFER FEE (BANKS, BANK HOLDING COMPANIES, INSURANCE COMPANIES AND INSURANCE HOLDING COMPANIES) REGULATIONS
	MAXIMUM FEE
Maximum fee	1. For the purposes of subsections 85(2) of the Bank Act and 89(2) of the Insurance Companies Act, the maximum fee that may be charged for a security certificate issued in respect of a transfer is $5.
	REPEALS
Repeal	2. The Security Certificate Transfer Fee (Banks) Regulations(see footnote 10) are repealed.
Repeal	3. The Security Certificate Transfer Fee (Insurance Companies) Regulations(see footnote 11) are repealed.
	COMING INTO FORCE
Coming into force	4. These Regulations come into force: (a) in respect of banks or bank holding companies, on the day on which section 724 of the Bank Act, as enacted by section 183 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force; (b) in respect of insurance companies or insurance holding companies, on the day on which section 763 of the Insurance Companies Act, as enacted by section 465 of the Financial Consumer Agency of Canada Act, chapter 9 of the Statutes of Canada, 2001, comes into force.
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Footnote 1

SOR/94-75

Footnote 2

SOR/97-502

Footnote 3

SOR/94-76

Footnote 4

SOR/97-502

Footnote 5

SOR/92-531

Footnote 6

SOR/92-528

Footnote 7

SOR/92-529

Footnote 8

SOR/98-272

Footnote 9

SOR/92-530

Footnote 10

SOR/92-261

Footnote 11

SOR/92-262

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