Regulation to Amend the Securities Regulation

REGULATION TO AMEND THE SECURITIES REGULATION
Securities Act
(chapter V-1.1, s. 331, pars. (9), (11.1) and (12), and s. 331.2)

1. The heading of Chapter II of Title VI of the Securities Regulation (chapter V-1.1, r.

50. is replaced by the following:
    “CHAPTER II
    “FEES PAYABLE AND COSTS PAYABLE
    “DIVISION II
    “ACTIVITY FEES”

2. Section 267 of the Regulation is amended:
   (1) in the first paragraph:
   (a) by replacing “$1,381” in subparagraph 1 by “$2,000”; (b) by replacing “$1,243” and “$6,043” in subparagraph 1.1 by “$1,800” and “$6,215”, respectively; (c) in subparagraph 3:
   (i) by deleting “price fixing” and “to a shelf prospectus” in the text preceding subparagraph a; (ii) by replacing “Québec” by “Canada” in subparagraph b; (iii) by adding the following paragraph at the end:
   “However, in the case of a base shelf prospectus of a well￾known seasoned issuer, the fees payable pursuant to this subparagraph are subject to a minimum of $6,905;”; (d) by replacing “Québec” by “Canada” in subparagraph b of subparagraph 8; (e) by replacing “$171 or, if the report concerns more than 2 properties, $69 per property” in subparagraph 9 by “$1,000”; (f) by replacing “$139” in subparagraph 10 by “$346”.
3. Section 268 of the Regulation is amended in the first paragraph:
   (1) by replacing “$1,343” in subparagraph 1 by “the fees paid during the last financial year in accordance with subparagraph 1 of section 267”; (2) by replacing “$1,209 in the case of a continuous distribution of mutual funds or $6,043 in the case of a money market fund” in subparagraph 1.1 by “the fee paid during the last financial year in accordance with subparagraph 1.1 of section 267”.
4. Section 268.1 of the Regulation is amended by replacing “$1,381” by “$2,000”.
5. Section 270 of the Regulation is amended:

(1) by replacing, in the introductory clause, “savings and credit union” by “financial services cooperative” and “permanent shares referred to in section 73 of the Savings and Credit Unions Act (R.S.Q., c. C-4.1)” by “capital shares referred to in section 55 of the Act respecting financial services cooperations (CQLR, chapter C-67.3)”; (2) by replacing, in subparagraph 1, “permanent shares” by “capital shares” and by deleting “savings and credit”.
6. Section 271.2 of the Regulation is amended:
(1) in paragraph 1:
(a) by replacing “the issuer” by “an issuer, other than an investment fund,”; (b) by replacing “$2,763” by “$5,000”; (2) in paragraph 2:
(a) by adding “, other than an investment fund,” after “an issuer”; (b) by replacing “$1,381” by “$2,000”; (3) in paragraph 3:
(a) by adding “, other than an investment fund,” after “the issuer”; (b) by replacing “$690” by “$1,000”; (4) by replacing “a mutual fund” in paragraph 4 by “an issuer that is an investment fund”; (5) by replacing “$139” in paragraph 7 by “$1,000”; (6) by adding the following paragraph at the end:
“(10) at the time of filing an application for a full or partial revocation of a cease trade order, $2,000.”.
7. Section 271.4 is amended by replacing all occurrences of “$1,381” by “$2,000” in
subparagraphs 1 and 1.1 of the first paragraph.
8. Section 271.4.1 of the Regulation is amended by replacing “$1,381” by “$2,000”.
9. The Regulation is amended by inserting the following after section 274.4.1:
“271.4.2. A fee of $2,000 is payable by the issuer, with the exception of an investment fund, at the time of filing an information circular in the context of a special meeting of security holders to be held to consider the approval of a going private transaction, reorganization, merger, arrangement, or a similar business combination.”.
10. Section 271.5 of the Regulation is amended:
(1) by replacing, in subparagraph 1, “a mutual fund dealer” by “an investment dealer or a mutual fund dealer who is a member of a self-regulatory organization to which the Authority has delegated the provisions concerning registration” and by replacing “scholarship plan dealer” by “dealer with a restricted practice”; (2) by replacing subparagraph 1.1 by the following:

“at the time of an application for registration as a dealer with a restricted practice, $10,000;” (3) in subparagraph 2:
(a) by deleting subparagraph a;
(b) in subparagraph b:
(i) by replacing “if they are not a member of such” by “which is not a member of”; (ii) by inserting “to which the Authority has delegated the provisions concerning registration,” after “regulatory organization”; (c) by inserting, in subparagraph d, “which is not a member of such a self￾regulatory organization” after “of a mutual fund dealer”; (4) by replacing subparagraph 2.1 by the following:
“(2.1) at the time of an application for registration as chief compliance officer or ultimate designated person, of an investment dealer or a mutual fund dealer which is not a member of a self-regulatory organization to which the Authority has delegated the provisions concerning registration, an adviser, an investment fund manager, a dealer with a restricted practice, an exempt market dealer, or a scholarship plan dealer, $516;” (5) in subparagraph 3:
(a) by inserting, at the end of subparagraph a, “, except that this fee is reduced to $518 in the case of a dealer which is a member of a self-regulatory organization to which the Authority has delegated the provisions concerning registration”; (b) in subparagraph b:
(i) by replacing “$242” by “$61”;
(ii) by inserting “such” after “a dealer which is a member of”; (iii) by deleting “to which the Authority has delegated the provisions concerning the registration of representatives”; (c) by inserting, at the end of subparagraph c, “, except that this fee is reduced to $26 in the case of a dealer which is a member of such a self-regulatory organization”; (6) in subparagraph 4.1:
(a) by inserting, after “mutual fund dealer”, “which is a member of a self￾regulatory organization to which the Authority has delegated the provisions concerning registration”; (b) by deleting “or a scholarship plan dealer”; (c) by replacing “$219” by “$55”; (d) by inserting at the end “, and $219 in the case of a scholarship plan dealer”; (7) by replacing “$413” in subparagraph b of subparagraph 6 by “$516”;

(8) by replacing “$690” in subparagraph 11 by “$1,500”;
11. Section 271.5.1 is repealed.
12. Section 271.6 of the Regulation is amended:
(1) by replacing “$690, except in the case of an application for an exemption related to a take-over or issuer bid and in the case of an application for an exemption from the valuation report required by regulation, where the fee is $1,381” in subparagraph 1 by “$2,000”; (2) by replacing “$690” in subparagraph 1.1 by “$2,000”; (3) by inserting the following after subparagraph 1.1:
“(1.1.1) at the time of an application for an exemption from recognition to carry on one of the activities referred to in section 169 of the Act, $50,000; (1.1.2) at the time of an application for an exemption from all requirements under one or more regulations made under the Act by a person referred to in section 169 of the Act, $10,000;”; (4) by inserting the following after subparagraph 4:
“(4.1) at the time of filing an application for recognition to carry on one of the activities referred to in section 169 of the Act, $100,000;”; (5) by inserting the following after subparagraph 6:
“(7) at the time of filing the notice referred to in subsection 8.18(5) or 8.26(5) of Regulation 31-103 respecting Registration Requirements and Exemptions (chapter V-1.1, r. 10), or the notice referred to in subsection 4(3) or (4) of Regulation 32-102 respecting Registration Exemptions for Non-Resident Investment Fund Managers (chapter V-1.1, r. 10.1), $3,000.”; (8) at the time of an application for a full or partial revocation of a cease trade order, $2,000.”.
13. The Regulation is amended by inserting the following after section 271.6:
“271.6.1 Fees of $2,000 are payable at the time of a pre-filing.
For the purposes of the first paragraph, “pre-filing” means a consultation with the Authority for a prospectus filing or for an application, initiated before the filing of the prospectus or the application, as the case may be, regarding the interpretation of securities legislation or securities directions or their application to a particular or proposed offering or a to a particular transaction or matter or proposed transaction or matter, as the case may be. The fee prescribed by this section is deducted from the fee payable at the time of filing the related prospectus or the related application. If the filing does not occur, the fee prescribed in the first paragraph will not be refunded.”
14. The Regulation is amended by inserting the following after section 271.12:
“DIVISION III
“PARTICIPATION FEES

“271.12.1. The following fees are payable by a stock exchange recognized under the Act, by April 30 of each year, based on its market share in Canada during the specified period:
(1) $22,500, where such market share is less than 5%; (2) $37,500, where such market share is 5% and more and less than 15%; (3) $101,250, where such market share is 15% and more and less than 25%; (4) $206,250, where such market share is 25% and more and less than 50%; (5) $300,000, where such market share is 50% and more and less than 75%; (6) $375,000, where such market share is 75% and more; For the purposes of the first paragraph, “Canadian trading share” means, in relation to a recognized stock exchange, the average in the specified period of the following:
(a) the share of the entity of the total dollar values of trades in securities listed on a Canadian stock exchange; (b) the share of the entity of the total trading volume of securities listed on a Canadian stock exchange; (c) the share of the entity of the total number of trades of securities listed on a Canadian stock exchange. In this section, “specified period” means the period beginning on April 1 of the preceding year and ending on March 31 of the current year. If two or more recognized stock exchanges belong to the same group, the fee prescribed by section 271.12.1 must be calculated as if the stock exchanges were a single entity and must be paid solidarily by them. The payment of the fees referred to in the first paragraph must be accompanied by the form provided in Schedule XX. “271.12.2. A recognized stock exchange that is exempt from the Act must, by April 30 of each year, pay a fee of $7,500. “271.12.3. A parallel trading system that is registered as a dealer under the Act must, by April 30 of each year, pay a fee of $10,000.”. “DIVISION IV “INSPECTION AND INVESTIGATION COSTS “271.12.4. Costs of $118 an hour per inspector are payable by the dealer, adviser, investment fund manager, representative or investment fund, within 30 days from the date of the statement of fees of the Authority, for the preparation of an inspection, the inspection itself and the follow-up on the recommendations. “271.12.5. The investigation costs referred to in section 212 of the Act are $118 an hour per investigator.

“DIVISION V
INDEXATION
“271.12.6. The fees and costs payable prescribed by this chapter are adjusted on January 1 of each year in accordance with the rate of increase of the overall consumer price index for Canada for the period ending on September 30 of the preceding year, as determined by Statistics Canada. They are rounded down to the nearest dollar if they include a dollar fraction lower than $0.50 and rounded up to the nearest dollar if they include a dollar fraction that is equal to or greater than $0.50. The result of the annual indexation is published every year in Part 1 of the Gazette officielle du Québec and in the Bulletin of the Authority.”.
15. Section 271.13 of the Regulation is amended by inserting “per issuer” after “$5,000”.
16. The Regulation is amended by inserting the following after section 271.13:
“271.13.1. Any issuer or any firm underwriter who contravenes subsection (2) of
section 6.1 and subsection (2) of section 6.2 of Regulation 45-106 respecting Prospectus
Exemptions (chapter V-1.1, r. 21) for failure to file a report of exempt distribution is liable to an administrative monetary penalty of $100 per report for each business day during which such failure occurs, to a maximum amount of $5,000 per issuer or firm underwriter, as the case may be, during any given fiscal year of the Authority.”.
17. The Regulation is amended by inserting the following Schedule XX:
“SCHEDULE XX
FORM - RECOGNIZED STOCK EXCHANGE, PARTICIPATION FEES (s. 271.12.1) Name of recognized stock exchange:

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Year of application (as of 2026): ____________________________________

1. Participation fees for the year of application
   The recognized stock exchange must indicate its market share in Canada for the specified period:
   Description of market share in Canada % (to be indicated by the stock exchange) Line 1: share of the total dollar values of trades in securities listed on a Canadian stock exchange Line 2: share of the total trading volume of securities listed on a Canadian stock exchange Line 3: share of the total number of trades of securities listed on a Canadian stock exchange Line 4: average of Lines 1, 2 & 3 above

Line 5: based on the average calculated on Line 4, the recognized stock exchange must pay the fee indicated on the corresponding line in the table below:
Market share in Canada of less than
5% during the specified period
$22,500
Market share in Canada of 5% and more and less than 15% during the specified period $37,500 Market share in Canada of 15% and more and less than 25% during the specified period $101,250 Market share in Canada of 25% and more and less than 50% during the specified period $206,250 Market share in Canada of 50% and more and less than 75% during the specified period $300,000 Market share in Canada of 75% and more during the specified period $375,000
2. Total fee payable:
______________________________________________________”
19. This Regulation comes into force 15 days after the date of its publication in the
Gazette officielle du Québec.