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(a) a fire-engine, bus, ambulance or
utility truck; or
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(b) any other special purpose motorized
vehicle that contains significant special
features that make it suitable for a
specific purpose.
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``mutual fund
distribution
entity''
« courtier de
fonds
mutuels »
|
``mutual fund distribution entity'' means an
entity whose principal activity is acting as
a selling agent of units, shares or other
interests in a mutual fund and acting as a
collecting agent in the collection of
payments for any such interests if
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(a) the proceeds of the sales of any such
interests, less any sales commissions and
service fees, are paid to the mutual fund;
and
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|
(b) the existence of a sales commission
and service fee in respect of the sale of
any such interest is disclosed to the
purchaser of the interest before the
purchase of the interest.
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|
``mutual fund
entity''
« entité
s'occupant de
fonds
mutuels »
|
``mutual fund entity'' means an entity
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(a) whose activities are limited to the
investing of the funds of the entity so as
to provide investment diversification and
professional investment management to
the holders of its securities; and
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(b) whose securities entitle their holders
to receive, on demand, or within a
specified period after demand, an amount
computed by reference to the value of a
proportionate interest in the whole or in
a part of its net assets, including a
separate fund or trust account of the
entity.
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``participating
share''
« action
participante »
|
``participating share'' means a share of a body
corporate that carries the right to participate
in the earnings of the body corporate to an
unlimited degree and to participate in a
distribution of the remaining property of the
body corporate on dissolution.
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``permitted
entity''
« entité
admissible »
|
``permitted entity'' means an entity in which
a bank is permitted to acquire a substantial
investment under section 468.
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``prescribed
subsidiary''
« filiale
réglementaire
»
|
``prescribed subsidiary'' means a subsidiary
that is one of a prescribed class of
subsidiaries.
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``real property
brokerage
entity''
« courtier
immobilier »
|
``real property brokerage entity'' means an
entity that is primarily engaged in
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(a) acting as an agent for vendors,
purchasers, mortgagors, mortgagees,
lessors or lessees of real property; and
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(b) the provision of consulting or
appraisal services in respect of real
property.
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``specialized
financing
entity''
« entité
s'occupant de
financement
spécial »
|
``specialized financing entity'' means a
specialized financing entity as defined in
the regulations.
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| Members of a
bank's group
|
(2) For the purpose of this Part, a member
of a bank's group is any of the following:
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(a) an entity referred to in any of paragraphs
468(1)(a) to (f) that controls the bank;
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(b) a subsidiary of the bank or of an entity
referred to in any of paragraphs 468(1)(a) to
(f) that controls the bank;
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|
(c) an entity in which the bank, or an entity
referred to in any of paragraphs 468(1)(a) to
(f) that controls the bank, has a substantial
investment; or
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(d) a prescribed entity in relation to the
bank.
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| Non-applicati
on of Part
|
(3) This Part does not apply in respect of
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(a) the holding of a security interest in real
property, unless the security interest is
prescribed under paragraph 479(a) to be an
interest in real property; or
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(b) the holding of a security interest in
securities of an entity.
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| Investment
standards
|
465. The directors of a bank shall establish
and the bank shall adhere to investment and
lending policies, standards and procedures
that a reasonable and prudent person would
apply in respect of a portfolio of investments
and loans to avoid undue risk of loss and
obtain a reasonable return.
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| Restriction on
control and
substantial
investments
|
466. (1) Subject to subsections (2) to (4), no
bank shall acquire control of, or hold, acquire
or increase a substantial investment in, any
entity other than a permitted entity.
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| Exception:
indirect
investments
|
(2) A bank may, subject to Part XI, acquire
control of, or acquire or increase a substantial
investment in, an entity other than a permitted
entity by way of
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(a) an acquisition of control of an entity
referred to in any of paragraphs 468(1)(a) to
(j), or of a prescribed entity, that controls or
has a substantial investment in the entity; or
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(b) an acquisition of shares or ownership
interests in the entity by
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(i) an entity referred to in any of
paragraphs 468(1)(a) to (j), or a
prescribed entity, that is controlled by the
bank, or
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(ii) an entity controlled by an entity
referred to in any of paragraphs 468(1)(a)
to (j), or a prescribed entity, that is
controlled by the bank.
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| Exception:
temporary
investments,
realizations
and loan
workouts
|
(3) A bank may, subject to Part XI, acquire
control of, or acquire or increase a substantial
investment in, an entity by way of
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(a) a temporary investment permitted by
section 471;
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|
(b) an acquisition of shares of a body
corporate or of ownership interests in an
unincorporated entity permitted by section
472; or
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|
(c) a realization of security permitted by
section 473.
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|
| Exception:
specialized
financing
regulations
|
(4) A bank may, subject to Part XI, acquire
control of, or hold, acquire or increase a
substantial investment in, an entity other than
a permitted entity if it does so in accordance
with regulations made under paragraph 467(d)
concerning specialized financing.
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|
| Exception:
uncontrolled
event
|
(5) A bank is deemed not to contravene
subsection (1) if the bank acquires control of,
or acquires or increases a substantial
investment in, an entity solely as the result of
an event not within the control of the bank.
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|
| Regulations re
limits
|
467. The Governor in Council may make
regulations
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|
(a) respecting the determination of the
amount or value of loans, investments and
interests for the purposes of this Part;
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|
(b) respecting the loans and investments,
and the maximum aggregate amount of all
loans and investments, that may be made or
acquired by a bank and its prescribed
subsidiaries to or in a person and any
persons connected with that person;
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(c) specifying the classes of persons who are
connected with any person for the purposes
of paragraph (b); and
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(d) concerning specialized financing for the
purposes of subsection 466(4).
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|
| Permitted
investments
|
468. (1) Subject to subsections (4) to (6) and
Part XI, a bank may acquire control of, or
acquire or increase a substantial investment in
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(b) a bank holding company;
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|
(c) a body corporate to which the Trust and
Loan Companies Act applies;
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|
(d) an association to which the Cooperative
Credit Associations Act applies;
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(e) an insurance company or a fraternal
benefit society incorporated or formed by
or under the Insurance Companies Act;
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|
(f) an insurance holding company;
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|
(g) a trust, loan or insurance corporation
incorporated or formed by or under an Act
of the legislature of a province;
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|
(h) a cooperative credit society
incorporated or formed, and regulated, by
or under an Act of the legislature of a
province;
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|
(i) an entity that is incorporated or formed
by or under an Act of Parliament or of the
legislature of a province and that is
primarily engaged in dealing in securities;
or
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|
(j) an entity that is incorporated or formed,
and regulated, otherwise than by or under
an Act of Parliament or of the legislature of
a province and that is primarily engaged
outside Canada in a business that, if carried
on in Canada, would be the business of
banking, the business of a cooperative
credit society, the business of insurance, the
business of providing fiduciary services or
the business of dealing in securities.
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|
| Permitted
investments
|
(2) Subject to subsections (3) to (6) and Part
XI, a bank may acquire control of, or acquire
or increase a substantial investment in, an
entity, other than an entity referred to in any of
paragraphs (1)(a) to (j), whose business is
limited to one or more of the following:
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|
(a) engaging in any financial service
activity that a bank is permitted to engage
in under any of paragraphs 409(2)(a) to (d)
or any other activity that a bank is permitted
to engage in under section 410 or 411;
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|
(b) acquiring or holding shares of, or
ownership interests in, entities in which a
bank is permitted under this Part to hold or
acquire;
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|
(c) engaging in the provision of any services
exclusively to any or all of the following, so
long as the entity is providing those services
to the bank or any member of the bank's
group, namely,
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(ii) any member of the bank's group,
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(iii) any entity that is primarily engaged
in the business of providing financial
services,
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(iv) any permitted entity in which an
entity referred to in subparagraph (iii) has
a substantial investment, or
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|
(v) any prescribed person, if it is doing so
under prescribed terms and conditions, if
any are prescribed;
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|
(d) engaging in any activity that a bank is
permitted to engage in, other than an
activity referred to in paragraph (a) or (e),
that relates to
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|
(i) the promotion, sale, delivery or
distribution of a financial product or
financial service that is provided by the
bank or any member of the bank's group,
or
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|
(ii) if a significant portion of the business
of the entity involves an activity referred
to in subparagraph (i), the promotion,
sale, delivery or distribution of a
financial product or financial service that
is provided by any other entity that is
primarily engaged in the business of
providing financial services;
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|
(e) engaging in the activities referred to in
the definition ``mutual fund entity'',
``mutual fund distribution entity'' or ``real
property brokerage entity'' in subsection
464(1); and
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|
|
(f) engaging in prescribed activities, under
prescribed terms and conditions, if any are
prescribed.
|
|
| Restriction
|
(3) A bank may not acquire control of, or
acquire or increase a substantial investment
in, an entity whose business includes any
activity referred to in any of paragraphs (2)(a)
to (e) if the entity engages in the business of
accepting deposit liabilities or if the activities
of the entity include
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|
(a) activities that a bank is not permitted to
engage in under any of sections 412, 417
and 418;
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|
(b) dealing in securities, except as may be
permitted under paragraph (2)(e) or as may
be permitted to a bank under paragraph
409(2)(c);
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|
(c) activities that a bank is not permitted to
engage in under section 416 if the entity
engages in the activities of a finance entity
or of any other entity as may be prescribed;
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|
(d) acquiring control of or acquiring or
holding a substantial investment in another
entity unless
|
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|
(i) in the case of an entity that is
controlled by the bank, the bank itself
would be permitted under this Part to
acquire a substantial investment in the
other entity, or
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|
(ii) in the case of an entity that is not
controlled by the bank, the bank itself
would be permitted to acquire a
substantial investment in the other entity
under subsection (1) or (2), subsection
466(2), paragraph 466(3)(b) or (c) or
subsection 466(4); or
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|
|
(e) any prescribed activity.
|
|
| Control
|
(4) Subject to subsection (8) and the
regulations, a bank may not acquire control of,
or acquire or increase a substantial investment
in,
|
|
|
|
(a) an entity referred to in paragraph (1)(a)
or (b), unless
|
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|
|
(i) the bank controls, within the meaning
of paragraphs 3(1)(a) and (d), the entity
or would thereby acquire control, within
the meaning of those paragraphs, of the
entity, or
|
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|
|
(ii) the bank is permitted by regulations
made under paragraph 474(a) to acquire
or increase the substantial investment;
|
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|
|
(b) an entity referred to in any of paragraphs
(1)(c) to (j), unless
|
|
|
|
(i) the bank controls, within the meaning
of paragraph 3(1)(d), the entity, or would
thereby acquire control, within the
meaning of that paragraph, of the entity,
or
|
|
|
|
(ii) the bank is permitted by regulations
made under paragraph 474(a) to acquire
or increase the substantial investment;
|
|
|
|
(c) an entity whose business includes one or
more of the activities referred to in
paragraph (2)(a) and that engages, as part of
its business, in any financial intermediary
activity that exposes the entity to material
market or credit risk, including a finance
entity, a factoring entity and a financial
leasing entity, unless
|
|
|
|
(i) the bank controls, within the meaning
of paragraph 3(1)(d), the entity, or would
thereby acquire control, within the
meaning of that paragraph, of the entity,
or
|
|
|
|
(ii) the bank is permitted by regulations
made under paragraph 474(a) to acquire
or increase the substantial investment; or
|
|
|
|
(d) an entity whose business includes an
activity referred to in paragraph (2)(b),
including a specialized financing entity,
unless
|
|
|
|
(i) the bank controls, within the meaning
of paragraph 3(1)(d), the entity, or would
thereby acquire control, within the
meaning of that paragraph, of the entity,
|
|
|
|
(ii) the bank is permitted by regulations
made under paragraph 474(a) to acquire
or increase the substantial investment, or
|
|
|
|
(iii) subject to prescribed terms and
conditions, if any are prescribed, the
activities of the entity do not include the
acquisition or holding of control of, or the
acquisition or holding of shares or other
ownership interests in, an entity referred
to in any of paragraphs (a) to (c) or an
entity that is not a permitted entity.
|
|
| Minister's
approval
|
(5) Subject to the regulations, a bank may
not, without the prior written approval of the
Minister,
|
|
|
|
(a) acquire control of an entity referred to in
any of paragraphs (1)(g) to (i) from a person
who is not a member of the bank's group;
|
|
|
|
(b) acquire control of an entity referred to in
paragraph (1)(j) or (4)(c), other than an
entity whose activities are limited to the
activities of one or more of the following
entities, if the control is acquired from an
entity referred to in any of paragraphs (1)(a)
to (f) that is not a member of the bank's
group:
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|