Proposed Amendments to National Instrument 45-106 Prospectus and Registration Exemptions Relating to the Short-term Debt Prospectus Exemption and Proposed Securitized Products Amendments (the “Proposed Amendments”)

March 14, 2014

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Proposed Amendments to National Instrument 45-106 Prospectus and Registration Exemptions Relating to the Short-term Debt Prospectus Exemption and Proposed Securitized Products Amendments (the “Proposed Amendments”)

Letter Summary:

The CAC supports the proposed requirement that the short-term debt prospectus exemption would be unavailable if the designated rating organization has announced that a credit rating it has issued for the commercial paper is under review and may be downgraded such that the minimum credit rating condition would no longer be met.

Overview of the Council’s Comments:

The CAC generally supports the added restrictions provided in the Proposed Amendments which help protect investors purchasing short-term debt and short-term securitized products in the exempt market.