Pooled Registered Pension Plans Regulations (SOR/2012-294)

Interpretation

Marginal note:Definitions

1 The following definitions apply in these Regulations.

Act

Act means the Pooled Registered Pension Plans Act. (Loi)

child

child, in relation to a person, means

• (a) an individual of whom the person is the legal parent;

• (b) an individual who is wholly dependent on the person for support and of whom the person has, or immediately before the individual attained the age of 19 years had, in law or in fact, the custody and control;

• (c) a child of the person’s spouse or common-law partner; and

• (d) a spouse or common-law partner of a child of the person. (enfant)

costs

costs means all fees, levies and other charges that reduce a member’s return on investment other than those that are triggered by the member’s actions. (coûts)

debt obligation

debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity. (titre de créance)

deferred life annuity

deferred life annuity has the same meaning as in subsection 2(1) of the Pension Benefits Standards Regulations, 1985. (prestation viagère différée)

entity

entity means

• (a) a corporation, trust, partnership or fund or an unincorporated association or organization; or

• (b) Her Majesty in right of Canada or of a province or the government of a foreign country or of a political subdivision of a foreign country, or an agency of any of them. (entité)

immediate life annuity

immediate life annuity has the same meaning as in subsection 2(1) of the Pension Benefits Standards Regulations, 1985. (prestation viagère immédiate)

life income fund

life income fund means a registered retirement income fund that meets the conditions set out in section 41. (fonds de revenu viager)

loan

loan includes a deposit, financial lease, conditional sales contract, repurchase agreement and any other similar arrangement for obtaining money or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee mechanism. (prêt)

locked-in RRSP

locked-in RRSP means a registered retirement savings plan that meets the conditions set out in section 38. (REÉR immobilisé)

marketplace

marketplace means

• (a) an exchange;

• (b) a quotation and trade-reporting system;

• (c) any other entity not included in paragraph (a) or (b) that

  • (i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities or derivatives,

  • (ii) brings together the orders for securities or derivatives of multiple buyers and sellers, and

  • (iii) uses established, non-discretionary methods under which the orders interact and with which the buyers and sellers entering the orders agree to the terms of a trade. (marché)

market value

market value, in respect of an asset, means the price that would be obtained for the purchase or sale of the asset in an open market under conditions requisite to a fair transaction between parties who are at arm’s length and acting prudently, knowledgeably and willingly. (valeur marchande)

person

person includes an entity. (personne)

PRPP

PRPP means a pooled registered pension plan. (RPAC)

registered retirement income fund

registered retirement income fund has the same meaning as in subsection 146.3(1) of the Income Tax Act. (fonds enregistré de revenu de retraite)

registered retirement savings plan

registered retirement savings plan has the same meaning as in subsection 146(1) of the Income Tax Act. (régime enregistré d’épargne-retraite)

related party

related party, in respect of a PRPP, means a person — other than Her Majesty in right of Canada or of a province, or an agency of either one of them, or a bank, trust company or other financial institution that holds the assets of the PRPP but that is not the administrator of the PRPP — who is

• (a) an officer, an employee or a member of the board of directors of the administrator of the PRPP;

• (b) responsible for holding or investing the assets of the PRPP, or an officer, director or employee of the person who is responsible for holding or investing those assets;

• (c) a member of the PRPP;

• (d) the spouse or common-law partner or a child of any person referred to in any of paragraphs (a) to (c);

• (e) a corporation that is directly or indirectly controlled by a person referred to in any of paragraphs (a) to (d);

• (f) an entity in which a person referred to in paragraph (a) or (b), or the spouse or common-law partner or a child of such a person, has a substantial investment; or

• (g) an entity that has a substantial investment in the administrator of the PRPP. (apparenté)

restricted life income fund

restricted life income fund means a registered retirement income fund that meets the conditions set out in section 40. (fonds de revenu viager restreint)

restricted locked-in savings plan

restricted locked-in savings plan means a registered retirement savings plan that meets the conditions set out in section 39. (régime d’épargne immobilisé restreint)

security

security means

• (a) in respect of a corporation, a share of any class of shares of the corporation or a debt obligation of the corporation, and includes a warrant of the corporation, but does not include a deposit with a financial institution or a document evidencing such a deposit; and

• (b) in respect of any other entity, any ownership interest in or debt obligation of the entity. (titre ou valeur mobilière)

voting share

voting share means a share of any class of shares of a corporation that carries voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled. (action avec droit de vote)

General

Marginal note:Indirect investments

2 For the purposes of these Regulations, the making, holding or acquiring of an investment indirectly by an administrator on behalf of a PRPP, the holding, acquiring or owning of property indirectly by an administrator on behalf of a PRPP or the lending of money indirectly by an administrator on behalf of a PRPP includes the making, holding, acquiring, owning or lending of an investment, a property or money, as the case may be, by a mutual fund, a pooled fund, a segregated fund or a trust fund in which the funds of a member’s account have been invested.

Marginal note:Control

• 3 (1) For the purposes of these Regulations,

  • (a) a person or an administrator of a PRPP controls a corporation if securities of the corporation to which are attached more than 50% of the votes that may be cast to elect the directors of the corporation are beneficially owned by the person or the administrator and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;

  • (b) a person or an administrator of a PRPP controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests into which the unincorporated entity is divided are beneficially owned by the person or the administrator and the person or the administrator is able to direct the business and affairs of the unincorporated entity;

  • (c) the general partner of a limited partnership controls the limited partnership; and

  • (d) a trustee of a trust controls the trust.

• Marginal note:Presumed control

  (2) For the purposes of these Regulations, a person or an administrator of a PRPP who controls an entity controls any other entity that is controlled by the entity.

Marginal note:Affiliates

4 For the purposes of these Regulations, an entity is affiliated with another entity if the entity is controlled by the other entity or if both entities are controlled by the same person.

Marginal note:Substantial investment

5 For the purposes of these Regulations, a person or an administrator of a PRPP has a substantial investment in

• (a) an unincorporated entity if the person or the administrator, or an entity controlled by the person or the administrator, beneficially owns more than 25% of the ownership interests in the unincorporated entity; and

• (b) a corporation if

  • (i) the voting rights attached to voting shares of the corporation that are beneficially owned by the person or the administrator, or by an entity controlled by the person or the administrator, exceed 10% of the voting rights attached to all of the outstanding voting shares of the corporation, or

  • (ii) the shares of the corporation that are beneficially owned by the person or the administrator, or by an entity controlled by the person or the administrator, represent ownership of more than 25% of the shareholders’ equity of the corporation.

Marginal note:Associated

6 For the purposes of these Regulations, a person or an administrator of a PRPP is associated with

• (a) a corporation that the person or the administrator controls and every affiliate of every such corporation;

• (b) a person who controls the person or the administrator;

• (c) a partner who has a substantial investment in a partnership in which the person or the administrator has a substantial investment;

• (d) a trust or estate or succession in which the person or the administrator has a substantial investment or for which the person or the administrator serves as a trustee or in a similar capacity to a trustee;

• (e) the spouse or common-law partner of the person; and

• (f) a brother, sister or child or other descendant of the person, or the spouse or common-law partner of any of them.

Designated Provinces and Prescribed Supervisory Authorities

Marginal note:Designated provinces

6.1 The following provinces are designated provinces for the purposes of the Act:

• (a) Ontario;

• (a.1) Quebec;

• (b) Nova Scotia;

• (b.1) New Brunswick;

• (c) Manitoba;

• (c.1) British Columbia;

• (d) Saskatchewan.

Marginal note:Prescribed supervisory authorities

6.2 The following supervisory authorities are prescribed for the purposes of the Act:

• (a) for Ontario, the Superintendent of Financial Services appointed under section 5 of the Financial Services Commission of Ontario Act, 1997, S.O. 1997, c. 28;

• (a.1) for Quebec, the Autorité des marchés financiers established under section 1 of An Act respecting the Autorité des marchés financiers, CQLR, c. A-33.2;

• (b) for Nova Scotia, the Superintendent of Pooled Registered Pension Plans appointed under section 6 of the Pooled Registered Pension Plans Act, S.N.S. 2014, c. 37;

• (b.1) for New Brunswick, the Superintendent of Pooled Registered Pension Plans appointed under paragraph 18(2)(e.1) of the Financial and Consumer Services Commission Act, S.N.B. 2013, c. 30;

• (c) for Manitoba, the Superintendent of Pensions employed under subsection 7(1) of The Pension Benefits Act, C.C.S.M. c. P32;

• (c.1) for British Columbia, the Superintendent of Pensions appointed under section 4 of the Pension Benefits Standards Act, S.B.C. 2012, c. 30; and

• (d) for Saskatchewan, the Superintendent of Pooled Registered Pension Plans appointed under section 5 of the Pooled Registered Pension Plans (Saskatchewan) Act, S.S. 2013, c. P-16.101.

Exemptions — subsection 7(1) of the Act

Marginal note:Exempt provisions

6.3 Sections 5, 7, 14 and 16 and subsections 20(3) and (4) of the Multilateral Agreement Respecting Pooled Registered Pension Plans and Voluntary Retirement Savings Plans are exempt from the application of subsection 7(1) of the Act.

Licensing

Marginal note:Prescribed conditions

7 For the purposes of subsection 11(1) of the Act, the Superintendent may, on application, issue a licence authorizing a corporation to be an administrator if

• (a) the corporation submits to the Superintendent a five-year business plan that includes

  • (i) the reasons why the corporation believes that the PRPPs that it intends to administer will be sustainable over the course of the business plan,

  • (ii) the number of plans that the corporation intends to have registered as PRPPs,

  • (iii) a description of how the corporation intends to meet the requirement to provide the PRPPs to its members at low cost, and

  • (iv) an estimate of the costs and of the fees, levies and other charges that would be triggered by the actions of a member;

• (b) the corporation has the financial resources required for the administration of a PRPP;

• (c) the corporation has procedures in place that are sufficient to identify, manage and control the risks associated with the PRPPs;

• (d) the corporation has the operational capability to administer a PRPP;

• (e) the officers and directors of the corporation are of good character, having demonstrated honesty, integrity and ethical behaviour in all of their professional activities; and

• (f) the corporation provides, on the request of the Superintendent, any document or information required to assess whether the corporation meets the conditions set out in paragraphs (b) to (e).