Exception: specialized financing corporation type investment	(3.1) A bank may acquire or increase a substantial investment in an entity as permitted by paragraph 410(1)(c.2).
	58. (1) Paragraph 468(1)(l) of the Act is replaced by the following:
	(l) a financial holding corporation that does not have a substantial investment in any entity other than in
	(i) a body corporate referred to in this subsection,
	(ii) an entity referred to in subsection (1.1),
	(iii) a real property holding vehicle referred to in subsection (2), or
	(iv) any other entity in which a financial institution or specialized financing corporation controlled by the financial holding corporation has a substantial investment;
	(2) Section 468 of the Act is amended by adding the following after subsection (1):
Other permitted substantial investments	(1.1) Subject to Part XI and any terms and conditions that may be imposed by the Minister, a bank may, with the approval of the Minister, acquire or increase a substantial investment in an entity that is not a body corporate if the activities of the entity are the same as or substantially similar to those of a body corporate referred to in any of paragraphs (1)(b) to (n).
Exception	(1.2) Subsection (1.1) does not apply to the acquisition or increase of a substantial investment in a real property holding vehicle.
	(3) Subsection 468(3) of the Act is amended by striking out the word ``and'' at the end of paragraph (a) and by adding the following after paragraph (a):
	(a.1) in the case of a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in any of paragraphs (1)(b), (c), (k) and (l),
	(i) the bank controls the body corporate or would thereby acquire control of the body corporate, or
	(ii) the bank is permitted by regulations made under paragraph 474(a) to acquire or increase the substantial investment;
	(4) Subsection 468(3) of the Act is amended by adding the word ``and'' at the end of paragraph (b) and by adding the following after paragraph (b):
	(c) in the case of a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in any of paragraphs (1)(d), (k) and (m), the bank obtains the prior written approval of the Minister on the recommendation of the Superintendent.
	(5) Subsections 468(4) and (5) of the Act are replaced by the following:
Control not required	(4) Notwithstanding paragraphs (3)(a) and (a.1), a bank need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment, and that it would otherwise be required by one of those paragraphs to control, if the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the bank to control the foreign institution or body corporate.
	(6) Subsections 468(6) and (7) of the Act are replaced by the following:
Foreign investments	(6) Notwithstanding paragraph (3)(b), a bank named in Schedule II may acquire or increase a substantial investment in an entity referred to in subsection (1) or (2) that is incorporated or formed elsewhere than in Canada only if the bank obtains the prior written approval of the Minister.
Approval for indirect investments	(7) For the purposes of paragraphs (3)(b) and (c), where a bank obtains the prior written approval of the Minister for the bank to acquire or increase a substantial investment in a financial institution or a specialized financing corporation and through that acquisition or increase the bank indirectly acquires or increases a substantial investment in another body corporate referred to in any of paragraphs (1)(d), (k) and (m), and that indirect acquisition or increase is disclosed to the Minister in writing before that approval is obtained, the bank is deemed to have obtained the prior written approval of the Minister for that indirect acquisition or increase.
Acquisition of legal control without control in fact	(8) A bank shall not, without the prior written approval of the Minister, acquire control of a body corporate, as authorized by subparagraph (3)(a)(i), unless it also acquires control of the body corporate within the meaning of paragraph 3(1)(d).
Giving up control in fact	(9) A bank that acquires control of a body corporate, as authorized by subparagraph (3)(a)(i), shall not, without the prior written approval of the Minister, give up control of the body corporate within the meaning of paragraph 3(1)(d) while continuing to control the body corporate.
Giving up control	(10) A bank that controls a body corporate referred to in paragraph (3)(a) may give up control of the body corporate and keep a substantial investment in the body corporate if
	(a) the bank is permitted to do so by regulations made under paragraph 474(b); and
	(b) the bank has the prior written approval of the Superintendent.
	59. (1) The portion of subsection 472(1) of the Act after paragraph (d) is replaced by the following:
	but the bank shall, within five years after acquiring the shares or ownership interests, do all things necessary to ensure that the bank does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsections 472(2) and (3) of the Act are replaced by the following:
Transitional	(2) Notwithstanding subsection (1), where on September 27, 1990 a bank that was in existence immediately before June 1, 1992, had an investment in an entity that is a substantial investment within the meaning of section 10 and the bank later increases that substantial investment by way of an investment made under subsection (1), the bank shall, within five years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
Extension	(3) The Superintendent may, in the case of any particular bank, extend the period of five years referred to in subsections (1) and (2) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.
	(3) Section 472 of the Act is amended by adding the following after subsection (5):
Exception	(6) Where under subsection (1) a bank acquires a substantial investment in an entity that it would otherwise be permitted to acquire or increase under section 468, the bank may continue to hold the substantial investment if the approval in writing of the Minister is obtained before the end of the period referred to in subsection (1) or (2), including any extension of it granted under subsection (3).
	60. Subsections 473(2) to (4) of the Act are replaced by the following:
Disposition	(2) Subject to subsection 73(2), where a bank acquires a substantial investment in an entity by way of the realization of a security interest held by the bank, the bank shall, within five years after the day on which the substantial investment is acquired, do all things necessary to ensure that the bank no longer has a substantial investment in the entity.
Transitional	(3) Notwithstanding subsection (2), where on September 27, 1990 a bank that was in existence immediately before June 1, 1992, had an investment in an entity that is a substantial investment within the meaning of section 10 and the bank later increases that substantial investment by way of a realization of a security interest under subsection (1), the bank shall, within five years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
Extension	(4) The Superintendent may, in the case of any particular bank, extend the period of five years referred to in subsections (2) and (3) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary.
	61. (1) Paragraph 474(a) of the English version of the Act is replaced by the following:
	(a) for the purposes of subsection 468(3), permitting the acquisition or increase of substantial investments;
	(2) Paragraph 474(b) of the Act is replaced by the following:
	(b) for the purposes of subsection 468(10), permitting a bank to give up control of a body corporate; and
	62. (1) Paragraph 475(1)(b) of the Act is replaced by the following:
	(b) for a period of five years after the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	(2) Subsection 475(3) of the Act is replaced by the following:
Exception	(3) Subsection (1) does not apply to an investment or interest described in that subsection if the investment or interest is defined by a regulation made under section 477 to be an interest in real property and
	(a) the bank or the subsidiary acquired the investment or interest as a result of the realization of a security interest securing a loan that was defined by a regulation made under section 477 to be an interest in real property; or
	(b) the bank or the subsidiary acquired the investment or interest under section 472 as a result of a default referred to in that section in respect of a loan that was defined by a regulation made under section 477 to be an interest in real property.
	63. Paragraph 478(d) of the Act is replaced by the following:
	(d) all ownership interests in unincorporated entities, other than ownership interests acquired under section 468 in entities in which the bank has a substantial investment,
	64. Subparagraph 479(a)(ii) of the Act is replaced by the following:
	(ii) ownership interests in an unincorporated entity, other than ownership interests acquired under section 468 in an entity in which the bank has a substantial investment, or
	65. Section 481 of the Act is renumbered as subsection 481(1) and is amended by adding the following:
Approved holding of investment	(2) The bank may continue to hold the substantial investment after the end of the period referred to in subsection 471(1) or (2) that applies in respect of the investment, including any extension of the period granted under subsection 471(4), with the approval in writing of the Minister obtained before the end of that period or extended period.
	66. Subsection 482(1) of the Act is replaced by the following:
Assets transactions	482. (1) A bank shall not at any time, without the prior written approval of the Superintendent, directly or indirectly acquire assets from a person, or directly or indirectly transfer assets to a person, if
	A + B > C
	where
	A is the value of the assets;
	B is the total value of all assets that the bank directly or indirectly acquired from, or directly or indirectly transferred to, that person in the twelve months ending immediately before that time; and
	C is ten per cent of the total value of the assets of the bank, as shown in the last annual financial statement of the bank prepared before that time.
Exception	(1.1) Subsection (1) does not apply to
	(a) assets that are debt obligations that are
	(i) guaranteed by any financial institution other than the bank,
	(ii) fully secured by deposits with any financial institution, including the bank, or
	(iii) fully secured by debt obligations that are guaranteed by any financial institution other than the bank;
	(b) assets that are debt obligations issued
	(i) by, or by any agency of,
	(A) the Government of Canada,
	(B) the government of a province,
	(C) a municipality, or
	(D) the government of a foreign country or any political subdivision of a foreign country, or
	(ii) by a prescribed international agency;
	(c) assets that are debt obligations that are guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in paragraph (b);
	(d) assets that are debt obligations that are widely distributed, as that expression is defined by the regulations;
	(e) assets that are debt obligations of an entity controlled by the bank; or
	(f) a transaction or series of transactions by the bank with another financial institution as a result of the bank's participation in one or more syndicated loans with that financial institution.
	67. The Act is amended by adding the following before section 486:
Definition of ``senior officer''	485.1 For the purposes of this Part, a ``senior officer'' of a body corporate is a person who is
	(a) a director of the body corporate who is a full-time employee of the body corporate;
	(b) the chief executive officer, chief operating officer, president, secretary, treasurer, controller, chief financial officer, chief accountant, chief auditor or chief actuary of the body corporate;
	(c) a natural person who performs functions for the body corporate similar to those performed by a person referred to in paragraph (b);
	(d) the head of the strategic planning unit of the body corporate;
	(e) the head of the unit of the body corporate that provides legal services or human resources services to the body corporate; or
	(f) any other officer reporting directly to the body corporate's board of directors, chief executive officer or chief operating officer.
	68. (1) Paragraph 486(1)(b) of the Act is replaced by the following:
	(b) is a director or senior officer of the bank or of a body corporate that controls the bank or is acting in a similar capacity in respect of an unincorporated entity that controls the bank;
	(2) Paragraph 486(1)(d) of the Act is replaced by the following:
	(d) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c);
	(3) Paragraphs 486(1)(f) to (h) of the Act are replaced by the following:
	(f) is an entity in which the spouse, or a child who is less than eighteen years of age, of a person who controls the bank has a substantial investment; or
	(g) is a person, or a member of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of the bank.
	(4) Subsection 486(2) of the Act is replaced by the following: