Pension
Benefits Standards Regulations 1985 Schedule
III
Permitted Investments
SCHEDULE III
(Section 6)
PERMITTED INVESTMENTS
Interpretation
1.
In this Schedule,
"child",
in respect of a person, means
(a)
the child of the person,
(b)
the child of the person's spouse or common-law partner, or
(c)
the spouse or common-law partner of a child of the person; (enfant)
"debt
obligation" means a bond, debenture, note or other evidence
of indebtedness of an entity; (titre de créance)
"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 thereof; (entité)
"investment
corporation", in respect of a plan, means a corporation that
(a)
is limited in its investments to those that are authorized for the
plan under this Schedule,
(b)
holds at least 98 per cent of its assets in cash, investments and
loans,
(c)
does not issue debt obligations,
(d)
obtains at least 98 per cent of its income from investments and
loans, and
(e)
does not lend any of its assets to, or invest any of its moneys
in, a related party of the plan; (société de placement)
"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;
(prêt)
"market
terms and conditions", in respect of a transaction, means terms
and conditions, including those relating to price, rent or interest
rate, that would apply to a similar transaction 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; (conditions du marché)
"person"
includes an entity; (personne)
"public
exchange" means
(a)
the Alberta Stock Exchange,
(b)
the Montreal Stock Exchange,
(c)
the Toronto Stock Exchange,
(d)
the Vancouver Stock Exchange,
(e)
the Winnipeg Stock Exchange,
(f)
in France, the Stock Exchange (Paris),
(g)
in the United Kingdom, The Stock Exchange (London), and
(h)
in the United States,
(i)
the American Stock Exchange,
(ii)
the Boston Stock Exchange,
(iii)
the Chicago Board of Trade,
(iv)
the Cincinnati Stock Exchange,
(v)
the Detroit Stock Exchange,
(vi)
the Midwest Stock Exchange,
(vii)
the National Association of Securities Dealers Automated Quotation
System,
(viii)
the National Stock Exchange,
(ix)
the New York Stock Exchange,
(x)
the Pacific Coast Stock Exchange,
(xi)
the Philadelphia-Baltimore-Washington Stock Exchange,
(xii)
the Pittsburgh Stock Exchange,
(xiii)
the Salt Lake Stock Exchange, or
(xiv)
the Spokane Stock Exchange; (bourse)
"real
estate corporation" means a corporation incorporated to acquire,
hold, maintain, improve, lease or manage real property other than
real property that yields petroleum or natural gas; (société
immobilière)
"real
property" includes a leasehold interest in real property; (biens
immeubles)
"related
party", in respect of a plan, means a person who is
(a)
the administrator of the plan or who is a member of a pension committee,
board of trustees or other body that is the administrator of the
plan,
(b)
an officer, director or employee of the administrator of the plan,
(c)
a person responsible for holding or investing the assets of the
plan, or any officer, director or employee thereof,
(d)
an association or union representing employees of the employer,
or an officer or employee thereof,
(e)
an employer who participates in the plan, or an employee, officer
or director thereof,
(f)
a member of the plan,
(g)
where the employer is a corporation, a person who directly or indirectly
holds, or together with the spouse or common-law partner or a child
of the person holds, more than 10 per cent of the voting shares
carrying more than 10 per cent of the voting rights attached to
all voting securities of the corporation,
(h)
the spouse or common-law partner or a child of any person referred
to in any of paragraphs (a) to (g),
(i)
where the employer is a corporation, an affiliate of the employer,
(j)
a corporation that is directly or indirectly controlled by a person
referred to in any of paragraphs (a) to (h),
(k)
an entity in which a person referred to in paragraph (a),
(b), (e) or (g), or the spouse or common-law
partner or a child of such a person, has a substantial investment,
or
(l)
an entity that holds a substantial investment in the employer,
but
does not include Her Majesty in right of Canada or of a province,
or an agency thereof, or a bank, trust company or other financial
institution that holds the assets of the plan, where that person
is not the administrator of the plan; (apparenté)
"resource
corporation" means a corporation that has, at all times since
the date on which it was incorporated,
(a)
limited its activities to acquiring, holding, exploring, developing,
maintaining, improving, managing, operating or disposing of Canadian
resource properties,
(b)
restricted its investments and loans, other than investments in
Canadian resource properties or property to be used in connection
with Canadian resource properties owned by it and loans secured
by Canadian resource properties to persons resident in Canada for
the exploration or development of such properties, to investments
and loans authorized for a plan under this Schedule, and
(c)
not borrowed money other than for the purpose of earning income
from Canadian resource properties; (société minière)
"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 an instrument 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)
"transaction"
includes
(a)
the making of an investment in securities,
(b)
the taking of an assignment of, or otherwise acquiring, a loan made
by a third party,
(c)
the taking of a security interest in securities, and
(d)
any modification, renewal or extension of a prior transaction,
but
does not include a payment of pension benefits or other benefits,
a transfer of pension benefit credits or a withdrawal of contributions
from a plan; (opération)
"voting
share" means a share of any class of shares of a corporation
that carries voting rights under all circumstances, 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)
2.
For the purposes of this Schedule, the making, holding or acquiring
of an investment indirectly by an administrator on behalf of a plan,
the holding, acquiring or owning of property indirectly by an administrator
on behalf of a plan or the lending of money indirectly by an administrator
on behalf of a plan includes the holding, making, acquiring, owning
or lending of an investment, a property or money, as the case may
be, by
(a)
a real estate corporation, resource corporation or investment corporation
in which the moneys of the plan have been invested in accordance
with section 12, 13 or 14;
(b)
a real estate corporation, resource corporation or investment corporation
of which a corporation referred to in paragraph (a) holds
securities to which are attached more than 30 per cent of the votes
that may be cast to elect the directors of the real estate corporation,
resource corporation or investment corporation; or
(c)
a mutual or pooled fund or trust fund in which the moneys of the
plan have been invested.
3.
(1) For the purposes of this Schedule,
(a)
a person or plan controls a corporation if securities of the corporation
to which are attached more than 50 per cent of the votes that may
be cast to elect the directors of the corporation are beneficially
owned by the person or plan 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 plan controls an unincorporated entity, other than a
limited partnership, if more than 50 per cent of the ownership interests
into which the unincorporated entity is divided are beneficially
owned by the person or plan and the person or plan 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.
(2)
For the purposes of this Schedule, a person or plan who controls
an entity controls any other entity that is controlled by the entity.
4.
For the purposes of this Schedule, a corporation is a subsidiary
of another corporation if it is controlled by the other corporation.
5.
For the purposes of this Schedule, one 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.
6.
For the purposes of this Schedule, a person or plan has a substantial
investment in
(a)
an unincorporated entity if the person, the plan or an entity controlled
by the person or plan beneficially owns more than 25 per cent 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 plan, or by an entity controlled
by the person or plan, exceed 10 per cent of the voting rights attached
to all of the outstanding voting shares of the corporation, or
(ii)
shares of the corporation that are beneficially owned by the person
or plan, or by an entity controlled by the person or plan, represent
ownership of more than 25 per cent of the shareholders' equity of
the corporation.
7.
For the purposes of this Schedule, a person or plan is associated
with
(a)
a corporation that the person or plan controls and every affiliate
of every such corporation;
(b)
a person who controls the person or plan;
(c)
a partner who has a substantial investment in a partnership in which
the person or plan has a substantial investment;
(d)
a trust or estate in which the person or plan has a substantial
investment or for which the person or plan serves as 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 thereof.
Application
8.
This Schedule does not apply in respect of
(a)
an insured plan or a plan in respect of which all benefits are provided
through an annuity contract issued by the Government of Canada;
or
(b)
investments held in an unallocated general fund of a person authorized
to carry on a life insurance business in Canada.
Quantitative
Limits
9.
(1) The administrator of a plan shall not directly or indirectly
lend moneys of the plan equal to more than 10 per cent of the total
book value of the plan's assets to, or invest moneys equal to more
than 10 per cent of the total book value of the plan's assets in,
(a)
any one person;
(b)
two or more associated persons; or
(c)
two or more affiliated corporations.
(2)
Subsection (1) does not apply in respect of moneys of a plan held
by a bank, trust company or other financial institution to the extent
that the moneys are fully insured by the Canada Deposit Insurance
Corporation, by the Canadian Life and Health Insurance Compensation
Corporation or by any similar provincial body established for the
purpose of providing insurance against loss of deposits with trust
companies or other financial institutions.
(3)
Subsection (1) does not apply in respect of investments in
(a)
a segregated fund or mutual or pooled fund that complies with the
requirements applicable to a plan that are set out in this Schedule;
(b)
an unallocated general fund of a person authorized to carry on a
life insurance business in Canada;
(c)
an investment corporation, real estate corporation or resource corporation;
(d)
securities issued or fully guaranteed by the Government of Canada,
the government of a province, or an agency thereof;
(e)
a fund composed of mortgage-backed securities that are fully guaranteed
by the Government of Canada, the government of a province, or an
agency thereof; or
(f)
a fund that replicates the composition of a widely recognized index
of a broad class of securities traded at a public exchange.
10.
(1) The administrator of a plan shall not, directly or indirectly,
invest moneys of the plan in real property or Canadian resource
properties if, at the time the investment is made,
(a)
the book value of the investment in any one parcel of real property
or Canadian resource property exceeds 5 per cent of the book value
of the plan's assets;
(b)
the aggregate book value of all investments in Canadian resource
properties exceeds 15 per cent of the book value of the plan's assets;
or
(c)
the aggregate book value of all investments in real property and
Canadian resource properties exceeds 25 per cent of the book value
of the plan's assets.
(2)
Where real property is subdivided into two or more parcels and the
beneficial ownership of the real property remains the same, or where
a person directly or indirectly acquires two or more parcels for
consolidation, the real property shall be treated as one parcel
for the purposes of the investment limits set out in this section.
11.
(1) Subject to subsection (2), the administrator of a plan shall
not, directly or indirectly, invest the moneys of the plan in the
securities of a corporation to which are attached more than 30 per
cent of the votes that may be cast to elect the directors of the
corporation.
(2)
Subsection (1) does not apply in respect of investments in securities
of
(a)
a real estate corporation;
(b)
a resource corporation; or
(c)
an investment corporation.
12.
(1) The administrator of a plan shall not, directly or indirectly,
invest the moneys of the plan in the securities of a real estate
corporation to which are attached more than 30 per cent of the votes
that may be cast to elect the directors of the corporation, unless
the administrator first obtains and deposits with the Superintendent
an undertaking by the corporation that, while those securities are
held, the corporation will
(a)
file with the Superintendent, at such intervals or times as the
Superintendent directs,
(i)
copies of its annual financial statements,
(ii)
copies of its audited financial statements in respect of fiscal
years ending after December 31, 1994,
(iii)
a list clearly identifying the assets of the corporation and the
market value of each asset,
(iv)
a list of the names of its officers, directors and shareholders,
and
(v)
a certificate stating that the corporation is complying with its
undertaking;
(b)
permit the Superintendent or an authorized member of the Superintendent's
staff to visit its head office and to examine its books and records;
(c)
limit its activities to acquiring, holding, maintaining, improving,
leasing or managing real property other than real property that
yields petroleum or natural gas;
(d)
not carry on the activities referred to in paragraph (c)
in respect of any real property that is not owned by, or on behalf
of, or mortgaged to,
(i)
the plan,
(ii)
the corporation,
(iii)
any other real estate corporation in which securities to which are
attached more than 30 per cent of the votes that may be cast to
elect the directors of that corporation have been invested in by,
or on behalf of, the plan pursuant to this subsection, or
(iv)
any other real estate corporation in which securities to which are
attached more than 30 per cent of the votes that may be cast to
elect the directors of that corporation are owned by the corporation
or by a real estate corporation referred to in subparagraph (iii);
(e)
procure, at the request of the Superintendent and at its own expense,
an appraisal by one or more accredited appraisers of any parcel
of real property owned by it or on its behalf;
(f)
not lend any of its assets to, or invest any of its moneys in, a
related party of the plan;
(g)
restrict its investments and loans, other than investments in real
property or in the securities of other real estate corporations,
to those authorized for the plan under this Schedule; and
(h)
not invest, or hold an investment, in securities of any other real
estate corporation to which are attached more than 30 per cent of
the votes that may be cast to elect the directors of that corporation,
unless the corporation first obtains and deposits with the Superintendent
an undertaking by the other real estate corporation not to invest,
or hold an investment, in the securities of any other real estate
corporation.
(2)
A list of assets referred to in subparagraph (1)(a)(iii)
(a)
shall not include any asset, other than an asset referred to in
paragraph (1)(g), that is not authorized under this Schedule;
and
(b)
shall value any securities that are included in the assets of the
corporation at a value not exceeding the market value thereof.
(3)
Any financial statement of a plan filed pursuant to subsection 12(3)
of the Act shall value the common shares of the real estate corporation
held by, or on behalf of, the plan at a value not greater than the
amount obtained by multiplying
(a)
an amount equal to the total assets of the corporation less the
sum of its total liabilities and its preferred capital stock
by
(b)
the number of common shares of the corporation held by, or on behalf
of, the plan divided by the total number of the issued and outstanding
common shares of the corporation.
13.
(1) The administrator of a plan shall not, directly or indirectly,
invest the moneys of the plan in the securities of a resource corporation
to which are attached more than 30 per cent of the votes that may
be cast to elect the directors of the corporation, unless the administrator
first obtains and deposits with the Superintendent an undertaking
by the corporation that, while those securities are held, the corporation
will
(a)
file with the Superintendent, at such intervals or times as the
Superintendent directs,
(i)
copies of its annual financial statements,
(ii)
copies of its audited financial statements in respect of fiscal
years ending after December 31, 1994,
(iii)
a list clearly identifying the assets of the corporation and the
market value of each asset,
(iv)
a list of the names of its officers, directors and shareholders,
and
(v)
a certificate stating that the corporation is complying with its
undertaking;
(b)
permit the Superintendent or an authorized member of the Superintendent's
staff to visit its head office and to examine its books and records;
(c)
limit its activities to acquiring, holding, exploring, developing,
maintaining, improving, managing, operating or disposing of Canadian
resource properties;
(d)
not carry on the activities referred to in paragraph (c)
in respect of any Canadian resource property that is not owned by,
or on behalf of,
(i)
the plan,
(ii)
the corporation,
(iii)
any other resource corporation in which securities to which are
attached more than 30 per cent of the votes that may be cast to
elect the directors of that corporation have been invested in by,
or on behalf of, the plan pursuant to this subsection, or
(iv)
any other resource corporation in which securities to which are
attached more than 30 per cent of the votes that may be cast to
elect the directors of that corporation are owned by the corporation
or by a resource corporation referred to in subparagraph (iii);
(e)
procure, at the request of the Superintendent and at its own expense,
an appraisal by one or more accredited appraisers of any Canadian
resource property owned by it;
(f)
not lend any of its assets to, or invest any of its moneys in, a
related party of the plan;
(g)
restrict its investments and loans, other than investments in Canadian
resource property or properties to be used in connection with Canadian
resource properties owned by it, loans secured by Canadian resource
properties to persons resident in Canada for the exploration or
development of such properties and investments in the securities
of other resource corporations, to investments and loans authorized
for the plan under this Schedule;
(h)
not borrow money other than for the purpose of earning income from
Canadian resource properties; and
(i)
not invest, or hold an investment, in securities of any other resource
corporation to which are attached more than 30 per cent of the votes
that may be cast to elect the directors of that corporation, unless
the corporation first obtains and deposits with the Superintendent
an undertaking by the other resource corporation not to invest,
or hold an investment, in the securities of any other resource corporation.
(2)
A list of assets referred to in subparagraph (1)(a)(iii)
(a)
shall not include any asset, other than an asset referred to in
paragraph (1)(g), that is not authorized under this Schedule;
and
(b)
shall value any securities that are included in the assets of the
corporation at a value not exceeding the market value.
(3)
Any financial statement of the plan filed pursuant to subsection
12(3) of the Act shall value the common shares of the resource corporation
held by, or on behalf of, the plan at a value not greater than the
amount obtained by multiplying
(a)
an amount equal to the total assets of the corporation set out in
the balance sheet less the sum of its liabilities and its preferred
capital stock
by
(b)
the number of common shares of the corporation held by, or on behalf
of, the plan divided by the total number of the issued and outstanding
common shares of the corporation.
14.
The administrator of a plan shall not, directly or indirectly, invest
the moneys of the plan in the securities of an investment corporation
to which are attached more than 30 per cent of the votes that may
be cast to elect the directors of the corporation, unless the administrator
first obtains and deposits with the Superintendent an undertaking
by the corporation that, while those securities are held, the corporation
will
(a)
file with the Superintendent, at such intervals or times as the
Superintendent directs,
(i)
copies of its annual financial statements,
(ii)
copies of its audited financial statements in respect of fiscal
years ending after December 31, 1994,
(iii)
a list clearly identifying the assets of the corporation and the
market value of each asset,
(iv)
a list of the names of its officers, directors and shareholders,
and
(v)
a certificate stating that the corporation is complying with its
undertaking;
(b)
permit the Superintendent or an authorized member of the Superintendent's
staff to visit its head office and to examine its books and records;
(c)
hold at least 98 per cent of its assets in cash, investments and
loans;
(d)
not issue debt obligations;
(e)
obtain at least 98 per cent of its income from investments and loans;
(f)
not lend any of its assets to, or invest any of its moneys in, a
related party of the plan; and
(g)
not invest, or hold an investment, in securities of any other investment
corporation if there are attached to those securities more than
30 per cent of the votes that may be cast to elect the directors
of that corporation, unless the corporation first obtains and deposits
with the Superintendent an undertaking by the other investment corporation
not to invest, or hold an investment, in the securities of any other
investment corporation.
15.
For the purposes of sections 16 and 17,
(a)
where a transaction is entered into by, or on behalf of, a plan
with a person who the administrator of the plan, or any person acting
on the administrator's behalf, knows will become a related party
to the plan, the person shall be considered to be a related party
of the plan in respect of the transaction; and
(b)
the fulfilment of an obligation under the terms of any transaction,
including the payment of interest on a loan or deposit, is part
of the transaction and not a separate transaction.
16.
(1) Subject to sections 17 and 18, the administrator of a plan shall
not, directly or indirectly,
(a)
lend the moneys of the plan to a related party or invest those moneys
in the securities of a related party; or
(b)
enter into a transaction with a related party on behalf of the plan.
(2)
Subject to sections 17 and 18, during the period of twelve months
after the day on which a person ceases to be a related party of
a plan, the administrator of the plan shall not, directly or indirectly,
(a)
lend the moneys of the plan to that person or invest those moneys
in the securities of that person; or
(b)
enter into a transaction with that person on behalf of the plan.
17.
(1) The administrator of a plan may enter into a transaction with
a related party on behalf of the plan if
(a)
the transaction is required for the operation or administration
of the plan; and
(b)
the terms and conditions of the transaction are not less favourable
to the plan than market terms and conditions.
(2)
The administrator of a plan may invest the moneys of the plan in
the securities of a related party if those securities are acquired
at a public exchange.
(3)
The administrator of a plan may enter into a transaction with a
related party on behalf of the plan if the value of the transaction
is nominal or the transaction is immaterial to the plan.
(4)
For the purposes of subsection (3), in assessing whether the value
of a transaction is nominal or whether a transaction is immaterial,
two or more transactions with the same related party shall be considered
as a single transaction.
General
18.
Sections 9 to 16 do not apply in respect of
(a)
investments in a corporation that are held by, or on behalf of,
a plan as a result of an arrangement, within the meaning of subsection
192(1) of the Canada Business Corporations Act, for the reorganization
or liquidation of the corporation or for the amalgamation of the
corporation with another corporation, if the investments are to
be exchanged for shares or debt obligations;
(b)
assets that are acquired by, or on behalf of, a plan through the
realization of a security interest held by, or on behalf of, the
plan and that are held for a period not exceeding two years from
the day on which the assets were acquired.
SOR/90-363,
s. 8; SOR/93-299, s. 6; 1994, c. 24, s. 34(F); SOR/2001-194, ss.
3, 5.
