Notices

CSA Notice of Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to National Instrument 25-101 Designated Rating Organizations March 14, 2013 Introduction We, the members of the Canadian Securities Administrators (CSA), are adopting consequential amendments to the instruments and policies included in the following appendices: • Appendix B o Companion Policy 21-101CP Marketplace Operation • Appendix C o National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations o Form 31-103F1 Calculation of Excess Working Capital • Appendix D o Form 33-109F6 Firm Registration • Appendix E o National Instrument 41-101 General Prospectus Requirements • Appendix F o National Instrument 44-101 Short Form Prospectus Distributions o Form 44-101F1 Short Form Prospectus o Companion Policy 44-101CP Short Form Prospectus Distributions • Appendix G o National Instrument 44-102 Shelf Distributions o Companion Policy 44-102CP Shelf Distributions • Appendix H o National Instrument 45-106 Prospectus and Registration Exemptions • Appendix I

o National Instrument 51-102 Continuous Disclosure Obligations • Appendix J o National Policy 51-201 Disclosure Standards • Appendix K o National Instrument 81-101 Mutual Fund Prospectus Disclosure • Appendix L o National Instrument 81-102 Mutual Funds o Companion Policy 81-102CP Mutual Funds • Appendix M o National Instrument 81-106 Investment Fund Continuous Disclosure (collectively, the DRO Consequential Amendments). The DRO Consequential Amendments are also available on the websites of CSA members, including the following: • www.bcsc.bc.ca • www.albertasecurities.com • www.osc.gov.on.ca • www.lautorite.qc.ca • www.msc.gov.mb.ca • www.nbsc-cvmnb.ca • www.gov.ns.ca/nssc In some jurisdictions, ministerial approvals are required for the implementation of the DRO Consequential Amendments. Subject to obtaining all necessary approvals, the DRO Consequential Amendments will come into force on May 31, 2013. Substance and Purpose of the DRO Consequential Amendments The DRO Consequential Amendments are adopted in order to fully implement the regulatory framework set out in National Instrument 25-101 Designated Rating Organizations (NI 25-101), which came into effect on April 20, 2012 1 . NI 25-101 imposes requirements on those credit rating agencies or organizations (CROs) that wish to have their credit ratings eligible for use in securities legislation by requiring them to apply to become a "designated rating organization" (DRO) and adhere to rules concerning conflicts of interest, governance, conduct, compliance, 1 Except in Saskatchewan where NI 25-101 came into force on August 15, 2012.

and required filings. This regulatory framework is consistent with international regimes applicable to CROs 2 . On October 31, 2012, the CSA designated each of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., and Standard & Poor’s Rating Services (Canada) (the Applicants) pursuant to the requirements of NI 25-101 3 . The designation orders were granted on the basis that: • The Applicants are in compliance in all material respects with NI 25-101 and the securities legislation applicable to credit rating organizations in each jurisdiction of Canada, • The Applicants have filed all documentation required under NI 25-101, and • Upon being designated as DROs, the Applicants are subject to the requirements set out in securities legislation in each jurisdiction of Canada. Canadian securities legislation also includes a number of references to credit ratings. The DRO Consequential Amendments replace the current existing references to "approved rating organization", and "approved credit rating organization" with "designated rating organization". Similarly, the terms "approved rating" and "approved credit rating" are replaced with "designated rating". Summary of Written Comments Received by the CSA The comment period for the DRO Consequential Amendments expired on October 24, 2012, and we received submissions from two commenters. We have considered these comments and we thank the commenters. A list of the commenters and a summary of their comments, together with our response, are contained in Appendix A to this notice. Summary of Changes to the Proposed Materials We have added additional guidance to Companion Policy 44-101CP Short Form Prospectus Distributions (44-101CP) and Companion Policy 81-102CP Mutual Funds (81-102CP) indicating that it is reasonable to interpret the predecessor terms "approved credit rating", "approved rating" and "approved credit rating organization" as having the same meaning as their respective successor terms, "designated rating" and "designated rating organization". This additional guidance is intended to clarify that the DRO Consequential Amendments should not 2 On October 5, 2012, the European Commission granted a decision on the recognition of the legal and supervisory regime for CROs set out in NI 25-101 as equivalent to the requirements of Regulation (EC) No 1060/2009 on credit rating agencies for recognizing credit ratings issued by CROs outside of the European Union. A copy of the equivalence decision is available on the website of the Official Journal of the European Union at: http://eur­ lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2012:278:0017:0018:EN:PDF. 3 The CSA also granted interim designation orders on April 30, 2012, to each Applicant, which designated the Applicant as a DRO and exempted the Applicant from the provisions of NI 25-101 for six months to allow the Applicant to review and amend, if necessary, its policies, practices, and internal controls in order to be compliant in all material respects with NI 25-101.

impact existing agreements, such as trust indentures or other private contracts, that were entered into before the date the DRO Consequential Amendments come into force. Local Notices and Amendments Certain jurisdictions are publishing other information required by local securities legislation or regarding amendments to local securities legislation in Appendix N to this notice. Questions If you have any questions, please refer them to any of the following: Frédéric Duguay Katie DeBartolo Legal Counsel, Corporate Finance Accountant, Corporate Finance Ontario Securities Commission Ontario Securities Commission 416-593-3677 416-593-2166 fduguay@osc.gov.on.ca kdebartolo@osc.gov.on.ca Lucie J. Roy Ashlyn D’Aoust Senior Policy Advisor Legal Counsel, Corporate Finance Service de la réglementation Alberta Securities Commission Surintendance aux marchés des valeurs 403-355-4347 Autorité des marchés financiers ashlyn.daoust@asc.ca 514-395-0337, ext 4464 lucie.roy@lautorite.qc.ca Sheryl Thomson Senior Legal Counsel, Legal Services Corporate Finance British Columbia Securities Commission 604-899-6778 sthomson@bcsc.bc.ca

APPENDIX A SUMMARY OF COMMENTS AND RESPONSE ON NOTICE AND REQUEST FOR COMMENT PROPOSED DRO CONSEQUENTIAL AMENDMENTS PUBLISHED JULY 26, 2012 This appendix summarizes the written public comments we received on the DRO Consequential Amendments. It also sets out our response to those comments. List of Parties Commenting on the DRO Consequential Amendments • Osler, Hoskin & Harcourt LLP • Stikeman Elliott LLP General Comments Two commenters are concerned that the DRO Consequential Amendments will create unintended adverse consequences for existing agreements, such as trust indentures or other private contracts, which include references to "approved credit rating" and "approved credit rating organization". The commenters are concerned that if the DRO Consequential Amendments are adopted as proposed, such agreements may need to be amended, which would create uncertainty and additional costs. The commenters suggest that we include a provision in the DRO Consequential Amendments that recognizes the terms "approved credit rating" and "approved credit rating organization" as interchangeable with "designated rating" and "designated rating organization or its DRO affiliate" for any agreements entered into before the date the DRO Consequential Amendments come into force. Response: We have added language to 44-101CP indicating that it is reasonable to interpret the predecessor terms "approved credit rating", "approved rating" and "approved credit rating organization" as having the same meaning as their respective successor terms, "designated rating" and "designated rating organization". We have also added similar language to 81-102CP.

APPENDIX B CHANGES TO COMPANION POLICY 21-101CP MARKETPLACE OPERATION 1. The changes to Companion Policy 21-101CP Marketplace Operation are set out in this Appendix. 2. Subsection 10.1(6) is replaced with the following: An "investment grade corporate debt security" is a corporate debt security that is rated by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories or that is at or above a category that preceded or replaces one of the following rating categories: Designated Rating Long Term Debt Short Term Debt Organization DBRS Limited BBB R-2 Fitch, Inc. BBB F3 Moody’s Canada Baa Prime-3 Inc. Standard & Poor’s BBB A-3 Ratings Services (Canada) 3. The changes become effective on May 31, 2013.

APPENDIX C THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-9 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS 1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is amended by this Instrument. 2. Section 8.21 is amended (a) in subsection (1), by (i) replacing "approved credit rating" with "designated rating", (ii) replacing "approved credit rating organization" with "designated rating organization", (iii) adding the following definition: "DRO affiliate" has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;, and (b) in paragraph (2)(b), by (i) replacing "an approved credit rating" with "a designated rating", and (ii) replacing "an approved credit rating organization" with "a designated rating organization or its DRO affiliate". 3. Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]) is amended by replacing "Moody’s Investors Service, Inc. or Standard & Poor’s Corporation" with "Moody’s Canada Inc. or its DRO affiliate or Standard & Poor’s Rating Services (Canada) or its DRO affiliate". 4. This Instrument comes into force on May 31, 2013. 5. This Instrument may be cited as MSC Rule 2013-9.

APPENDIX D THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-10 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION 1. National Instrument 33-109 Registration Information is amended by this Instrument. 2. Form 33-109F6 Firm Registration is amended by replacing, in Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]), "Moody’s Investors Service, Inc. or Standard & Poor’s Corporation" with "Moody’s Canada Inc. or its DRO affiliate or Standard & Poor’s Rating Services (Canada) or its DRO affiliate". 3. This Instrument comes into force on May 31, 2013. 4. This Instrument may be cited as MSC Rule 2013-10.

APPENDIX E THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-11 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS 1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument. 2. Section 1.1 is amended by (a) replacing "approved rating organization" with "designated rating organization", (b) adding the following definitions: "DRO affiliate" has the same meaning as in section 1 of NI 25-101;, and "NI 25-101" means National Instrument 25-101 Designated Rating Organizations;. 3. Subsection 7.2(2) is amended by replacing "approved rating organization" with "designated rating organization or its DRO affiliate". 4. Subsection 10.1(4) is amended by replacing "an approved rating organization" with "a designated rating organization or its DRO affiliate". 5. This Instrument comes into force on May 31, 2013. 6. This Instrument may be cited as MSC Rule 2013-11.

APPENDIX F AMENDMENTS TO NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS AND COMPANION POLICY Schedule F-1 THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-12 (Section 149.1, The Securities Act) AMENDMENTS 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 (a) by replacing the definition of "approved rating" with the following: "designated rating" means, for a security, a rating issued by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories or that is at or above a category that replaces one of the following rating categories: Designated Rating Long Term Debt Short Term Debt Preferred Shares Organization DBRS Limited BBB R-2 Pfd-3 Fitch, Inc. BBB F3 BBB Moody’s Canada Baa Prime-3 "baaa" Inc. Standard & Poor’s BBB A-3 P-3 Ratings Services (Canada) (b) in the definition of "cash equivalent", by (i) replacing "an approved rating" wherever it occurs with "a designated rating", and (ii) replacing "approved rating organization" with "designated rating organization or its DRO affiliate", and

(c) by adding the following definitions: "designated rating organization" means (a) each of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., Standard & Poor’s Ratings Services (Canada), including their DRO affiliates; or (b) any other credit rating organization that has been designated under securities legislation;, and "DRO affiliate" has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;. 3. Section 2.3 is amended (a) in the title, by replacing "Approved Rating" with "Designated Rating", (b) in paragraph (1)(e), by (i) replacing "an approved rating" with "a designated rating", (ii) replacing "the approved rating" with "the designated rating", (iii) in subparagraph (e)(ii), replacing "an approved rating organization" with "a designated rating organization or its DRO affiliate", and (iv) in subparagraph (e)(iii), replacing "approved rating organization" with "designated rating organization or its DRO affiliate". 4. Subsection 2.4(1) is amended by (a) replacing "an approved rating" wherever it occurs with "a designated rating", (b) replacing "the approved rating" wherever it occurs with "the designated rating", (c) replacing "an approved rating organization" wherever it occurs with "a designated rating organization or its DRO affiliate", and (d) replacing "any approved rating organization" wherever it occurs with "any designated rating organization or its DRO affiliate". 5. Subsection 2.6(1) is amended by (a) replacing "an approved rating" wherever it occurs with "a designated rating", (b) replacing "the approved rating" wherever it occurs with "the designated rating",

(c) in subparagraph (c)(ii), replacing "an approved rating organization" with "a designated rating organization or its DRO affiliate", and (d) in subparagraph (c)(iii), replacing "approved rating organization" with "designated rating organization or its DRO affiliate". 6. Item 7.9 of Form 44-101F1 is amended by replacing "securities of the issuer that are outstanding, or will be outstanding," with "the securities being distributed". 7. This Instrument comes into force on May 31, 2013. 8. This Instrument may be cited as MSC Rule 2013-12.

Schedule F-2 CHANGES TO COMPANION POLICY 44-101CP SHORT FORM PROSPECTUS DISTRIBUTIONS 1. The changes to Companion Policy 44-101CP Short Form Prospectus Distributions are set out in this Schedule. 2. Subsection 1.7(1) is changed (a) in the title, by replacing "Approved rating" with "Designated rating", (b) by replacing "an approved rating" wherever it occurs with "a designated rating", (c) by replacing "rating agency" wherever it occurs with "designated rating organization or its DRO affiliate", and (d) by adding the following subsection (1.1) Predecessor terms – We recognize there are existing contracts that use the predecessor terms "approved credit rating", "approved rating" and "approved credit rating organization". The content of the new definitions "designated rating" and "designated rating organization" is substantially the same as the content of their respective predecessor terms, only the terminology has changed. Therefore, it is reasonable to interpret the predecessor terms as having the same meaning as the definition of "designated rating" and "designated rating organization" in NI 44-101, as applicable. 3. Section 2.2 is changed by replacing "approved rating" with "designated rating". 4. Section 2.4 is changed by (a) replacing "an approved rating" wherever it occurs with "a designated rating", and (b) replacing "approved rating organization" with "designated rating organization or its DRO affiliate". 5. The changes become effective on May 31, 2013.

APPENDIX G AMENDMENTS TO NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS AND COMPANION POLICY Schedule G-1 THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-13 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS 1. National Instrument 44-102 Shelf Distributions is amended by this Instrument. 2. Section 2.3 is amended (a) in subsection (1), by (i) in the title, by replacing "Approved Rating Non-Convertible Securities" with "Designated Rating Non-Convertible Securities", (ii) replacing "approved rating non-convertible securities" with "designated rating non- convertible securities", (iii) replacing "an approved rating" wherever it occurs with "a designated rating", and (iv) replacing "approved rating organization" with "designated rating organization or its DRO affiliate". (b) in subsection (2), by (i) replacing "an approved rating" wherever it occurs with "a designated rating", and (ii) replacing "approved rating organization" with "designated rating organization or its DRO affiliate". (c) in subsection (3), by (i) replacing "approved rating" wherever it occurs with "designated rating", (ii) replacing "an approved rating" wherever it occurs with "a designated rating",

(iii) in clause (b)(iv)(B), replacing "an approved rating organization" wherever it occurs with "a designated rating organization or its DRO affiliate", and (iv) in clause (b)(iv)(C), replacing "approved rating organization" wherever it occurs with "designated rating organization or its DRO affiliate". 3. Subsection 2.4(3) is amended by (a) replacing "approved rating" wherever it occurs with "designated rating", (b) replacing "an approved rating" wherever it occurs with "a designated rating", (c) replacing "an approved rating organization" wherever it occurs with "a designated rating organization or its DRO affiliate", and (d) replacing "any approved rating organization" wherever it occurs with "any designated rating organization or its DRO affiliate". 4. Section 2.6 is amended by (a) replacing "approved rating" wherever it occurs with "designated rating", (b) replacing "an approved rating" wherever it occurs with "a designated rating", (c) replacing "an approved rating organization" wherever it occurs with "a designated rating organization or its DRO affiliate", and (d) replacing "any approved rating organization" wherever it occurs with "any designated rating organization or its DRO affiliate". 5. This Instrument comes into force on May 31, 2013. 6. This Instrument may be cited as MSC Rule 2013-13.

Schedule G-2 CHANGES TO COMPANION POLICY 44-102CP SHELF DISTRIBUTIONS 1. The changes to Companion Policy 44-102CP Shelf Distributions are set out in this Schedule. 2. Subsection 2.6(2) is changed by replacing "approved rating organizations" with "designated rating organizations or their DRO affiliates". 3. The changes become effective on May 31, 2013.

APPENDIX H THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-14 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS 1. National Instrument 45-106 Prospectus and Registration Exemptions is amended by this Instrument. 2. Section 1.1 is amended by (a) replacing "approved credit rating" with "designated rating", (b) replacing "approved credit rating organization" with "designated rating organization", and (c) adding the following definition: "DRO affiliate" has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;. 3. Paragraph 2.34(2)(b) is amended by (a) replacing "an approved credit rating" with "a designated rating", and (b) replacing "an approved credit rating organization" with "a designated rating organization or its DRO affiliate". 4. Subsection 2.35(b) is amended by (a) replacing "an approved credit rating" with "a designated rating", and (b) replacing "an approved credit rating organization" with "a designated rating organization or its DRO affiliate". 5. Paragraph 3.34(2)(b) is amended by (a) replacing "an approved credit rating" with "a designated rating", and (b) replacing "an approved credit rating organization" with "a designated rating organization or its DRO affiliate".

6. Subsection 3.35(b) is amended by (a) replacing "an approved credit rating" with "a designated rating", and (b) replacing "an approved credit rating organization" with "a designated rating organization or its DRO affiliate". 7. This Instrument comes into force on May 31, 2013. 8. This Instrument may be cited as MSC Rule 2013-14.

APPENDIX I THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2013-15 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS 1. National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument. 2. Section 1.1 is amended by (a) replacing the definition of "approved rating organization" with the following: "designated rating organization" means (a) each of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., Standard & Poor’s Ratings Services (Canada), including their DRO affiliates; or (b) any other credit rating organization that has been designated under securities legislation;, and (b) adding the following definition: "DRO affiliate" has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;. 3. This Instrument comes into force on May 31, 2013. 4. This Instrument may be cited as MSC Rule 2013-15.