Draft Regulation 13-102 respecting System Fees

REGULATION 13-102 RESPECTING SYSTEM FEES Securities Act (chapter V-1.1, s. 331, 1st par., par. (9) and (12)) Definitions

1. (1) In this Regulation, “annual information form” means an “AIF” as defined by Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) or an annual information form for the purposes of Part 9 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (chapter V-1.1, r. 42); “individual registrant” means an individual who is (a) applying for registration, (b) applying for registration reinstatement, (c) applying for registration reactivation, or (d) renewing registration; “issuer bid” means an issuer bid to which Part 2 of Regulation 62-104 respecting Take￾Over Bids and Issuer Bids (chapter V-1.1, r. 35) applies; “principal regulator” means the principal regulator determined under section 5 of Regulation 13-103 respecting System Replacement (insert reference); “shelf prospectus” means a prospectus filed under Regulation 44-102 respecting Shelf Distributions (chapter V-1.1, r. 17); “system fee” means a fee set out in Appendix A or B; “take-over bid” means a take-over bid to which Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids applies. (2) In this Regulation, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Regulation referred to in Column 2 opposite that term: Column 1 Defined Term Column 2 Regulation CPC instrument Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21) document Regulation 13-103 respecting System Replacement long form prospectus Regulation 41-101 respecting General Prospectus Requirements (chapter V-1.1, r. 14) preliminary MJDS prospectus National Instrument 71-101, The Multijurisdictional Disclosure System (chapter V-1.1, r. 36) [Renewed System] Regulation 13-103 respecting System Replacement rights offering circular Section 2.1 of Regulation 45-106 respecting Prospectus Exemptions short form prospectus Regulation 41-101 respecting General Prospectus Requirements sponsoring firm Regulation 33-109 respecting Registration Information (chapter V-1.1, r. 12), in Form 33-109F4

2 Inconsistency with other regulations 2. If there is any conflict or inconsistency between this Regulation and Regulation 13-103 respecting System Replacement (insert reference), this Regulation prevails. System fees per transmission 3. (1) A person described in Column A of Appendix A must pay the corresponding system fee specified in Column C of the Appendix to the person’s principal regulator, if the person transmits a filing of a type described in Column B of the Appendix. (2) Subsection (1) does not apply unless the securities regulatory authority in the local jurisdiction is the person’s principal regulator. Annual registrant system fee 4. On December 31 of each year, a sponsoring firm must, for each individual registrant of the sponsoring firm, pay the system fee required by Column C of Appendix B to the securities regulatory authority if the securities regulatory authority in the local jurisdiction is the individual registrant's principal regulator on that date. Means of payment 5. A system fee must be paid through the [Renewed System]. Exemption 6. (1) The regulator, except in Québec or the securities regulatory authority may grant an exemption from this Regulation, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of Regulation 14-101 respecting Definitions (chapter V 1.1, r. 3), opposite the name of the local jurisdiction. Transition 7. (1) Despite section 5, the system fee required to be paid under Item 1 of Appendix A and under Appendix B must be paid through NRD, as defined in Regulation 31-102 respecting National Registration Database (chapter V 1.1, r. 9), until Regulation 13-103 respecting System Replacement (insert reference) requires that filings in Item 1 of Appendix A and the filing in Appendix B be transmitted through the [Renewed System]. (2) Despite section 3, the system fee required to be paid under Item 2 of Appendix A is nil until Regulation 13-103 respecting System Replacement requires that filings in Item 2 of Appendix A be transmitted through the [Renewed System].

3 APPENDIX A SYSTEM FEES (Section 3) In this Appendix, “application” means a request transmitted through the [Renewed System] for a decision of the regulator, except in Québec, or securities regulatory authority but, for greater certainty, does not include a pre-filing; “pre-filing” means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter. Item Column A Person required to file Column B Filing Type Column C System Fee 1 Sponsoring firm – in respect of an individual registrant Application for registration, reinstatement of registration or reactivation of registration $86 2 International dealer or international adviser Annual notice of reliance on exemption from dealer registration requirement or adviser registration requirement $350 3 Investment fund that is a reporting issuer Annual financial statements $525 4 Investment fund Preliminary long form prospectus Preliminary or pro-forma simplified prospectus, annual information form and fund facts when transmitted together as part of a preliminary or pro- forma prospectus filing $2,200, which applies in total to a combined filing, if one annual information form and one simplified prospectus are used to qualify the investment fund securities of more than one investment fund for distribution 5 Reporting issuer other than an investment fund Annual financial statements $765 6 Reporting issuer, other than an investment fund, that is not a short form prospectus issuer Annual information form $430 7 Investment fund that is not a short form prospectus issuer Annual information form if not transmitted together with a preliminary or pro forma simplified prospectus $430 8 Reporting issuer that is a short form prospectus issuer Annual information form $2,530 9 Issuer other than an investment fund Preliminary long form prospectus Preliminary prospectus governed by a CPC instrument $950 Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus $1,500 10 All filers Issuer bid circular or take-over bid circular $350

4 Item Column A Person required to file Column B Filing Type Column C System Fee 11 Issuer, other than an investment fund Rights offering circular $1,500 12 All filers Report of exempt distribution $40 13 All filers Pre-filing that is transmitted through the [Renewed System] $350 14 All filers Application that is required to be transmitted through the [Renewed System] under Regulation 13-103 respecting System Replacement: (a) if a pre-filing referred to in Item 13 was previously transmitted in respect of the application; and (b) in any other case. $0 $350

5 APPENDIX B SYSTEM FEES (Section 4) Column A Person required to file Column B Filing Type Column C System Fee Sponsoring firm – in respect of each individual registrant sponsored by the firm Annual registration renewal $86