Amendments to National Instrument 45-106 Prospectus Exemptions

AMENDMENTS TO
NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS

1.             National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.

2.             Section 1.1 is amended by replacing the definition of “designated rating” with the following:

“designated rating” has the same meaning as in paragraph (b) of the definition of “designated rating” in National Instrument 81-102 Investment Funds;.

3.             Section 1.1 is amended by replacing the definition of “designated rating organization” with the following:

“designated rating organization” has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions;.

4.             Section 1.1 is amended by adding the following definition:

“successor credit rating organization” has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions;.

5.             Subsection 2.35(1) is amended by replacing paragraphs (b) and (c) with the following:

(b)           the note or commercial paper has a credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is at or above one of the following corresponding rating categories or that is at or above a category that replaces one of the following corresponding rating categories:

(i)            R-1(low) – DBRS Limited;

(ii)           F1 – Fitch Ratings, Inc.;

(iii)          P-1 – Moody’s Canada Inc.;

(iv)          A-1(Low) (Canada national scale) – S&P Global Ratings Canada;

(c)           the note or commercial paper has no credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is below one of the following corresponding rating categories or that is below a category that replaces one of the following corresponding rating categories:

(i)            R-1(low) – DBRS Limited;

(ii)           F2 – Fitch Ratings, Inc.;

(iii)          P-2 – Moody’s Canada Inc.;

(iv)          A-1(Low) (Canada national scale) or A-2 (global scale) – S&P Global Ratings Canada..

6.             The Instrument is amended by adding the following section immediately before section 2.35.2:

Definition applicable to section 2.35.2

2.35.1.1     For the purposes of paragraph 2.35.2(a), a reference to “designated rating organization” includes the DRO affiliates of the organization, a designated rating organization that is a successor credit rating organization of the designated rating organization and the DRO affiliates of such successor credit rating organization..

7.             Section 2.35.2 is amended by replacing subparagraphs (a)(i) and (a)(ii) with the following:

(i)            it has a credit rating from not less than two designated rating organizations listed below and at least one of the credit ratings is at or above one of the following corresponding rating categories or is at or above a category that replaces one of the following corresponding rating categories:

(A)           R-1(high)(sf) – DBRS Limited;

(B)           F1+sf – Fitch Ratings, Inc.;

(C)          P-1(sf) – Moody’s Canada Inc.;

(D)          A-1(High)(sf) (Canada national scale) or A-1+(sf) (global scale) – S&P Global Ratings Canada;

(ii)           it has no credit rating from a designated rating organization listed below that is below one of the following corresponding rating categories or that is below a category that replaces one of the following corresponding rating categories:

(A)           R-1(low)(sf) – DBRS Limited;

(B)           F2sf – Fitch Ratings, Inc.;

(C)          P-2(sf) – Moody’s Canada Inc.;

(D)          A-1(Low)(sf) (Canada national scale) or A-2(sf) (global scale) – S&P Global Ratings Canada;.

8.             Section 2.35.2 is amended by replacing clause (a)(iv)(C) with the following:

(C)          the liquidity provider has a credit rating from each of the designated rating organizations providing a credit rating on the short-term securitized product referred to in subparagraph 2.35.2(a)(i), for its senior, unsecured short-term debt, none of which is dependent upon a guarantee by a third party, and each credit rating from those designated rating organizations is at or above the following corresponding rating categories or is at or above a category that replaces one of the following corresponding rating categories:

1.             R-1(low) – DBRS Limited;

2.             F2 – Fitch Ratings, Inc.;

3.             P-2 – Moody’s Canada Inc.;

4.             A-1(Low) (Canada national scale) or A-2 (global scale) – S&P Global Ratings Canada;.

9.             This Instrument comes into force on June 12, 2018.