Notice of Consultation: Draft Regulation to Amend Regulation 31-103 Regarding CIRO Transition for Mutual Fund Dealer Representatives

Draft Regulation
Securities Act
(chapter V-1.1, s. 274, s. 331.1, pars. (11) and (26) and s. 331.2) Regulation to amend Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations – Amendments relating to the transition of mutual fund dealer representatives in Québec to the Canadian Investment Regulatory Organization and guidance relating to the transition of oversight of scholarship plan dealer representatives in Québec Notice is hereby given by the Autorité des marchés financiers (AMF) that, in accordance with
section 331.2 of the Securities Act, CQLR, c. V-1.1, the following regulation, the text of which is published
hereunder, may be made by the AMF and subsequently submitted to the Québec Minister of Finance for approval, with or without amendment, after 30 days have elapsed since its publication in the Bulletin of the AMF:

• Regulation to amend Regulation 31-103 respecting Registration Requirements,
  Exemptions and Ongoing Registrant Obligations (Regulation to amend Regulation 31-103). Draft amendments to the following policy statement are also published hereunder:
• Amendments to Policy Statement to Regulation 31-103 respecting Registration
  Requirements, Exemptions and Ongoing Registrant Obligations (Policy Statement 31-103). The Regulation to amend Regulation 31-103 sets out the transitional provisions required to ensure that mutual fund dealer representatives registered in Québec (Québec MFDRs) will become “approved persons,” as defined under the rules of the Canadian Investment Regulatory Organization (CIRO), after Québec MFDR oversight is transferred to CIRO in the context of the amendments made by the Act to amend various provisions mainly with respect to the financial sector, S.Q., 2025, c. 16 (Act). Purpose The Act, assented to on June 4, 2025, requires the AMF to render a recognition decision to withdraw the exercise of the functions and powers of the Chambre de l’assurance (Chambre) regarding Québec MFDRs no later than July 4, 2026. Accordingly, CIRO will exercise the functions and powers relating to MFDR oversight as of July 4, 2026, at the latest.1 Description of amendments The Regulation to amend Regulation 31-103 requires Québec MFDRs to be “approved persons” as defined under CIRO’s rules, enabling CIRO to exercise oversight over them. Québec MFDRs previously registered as MFDRs will become CIRO approved persons on the date of coming into force of the Regulation to amend Regulation 31-103, without any need for them to take action. The Regulation to amend Regulation 31-103 will also make section 6.3 of Regulation 31-103 applicable in Québec, so that, if CIRO suspends an MFDR’s approval, their registration as an MFDR will automatically be suspended until it is reinstated or revoked. It also sets out consequential amendments to certain statutory exemptions set forth in Regulation 31-103. 1 In addition, the AMF will exercise the functions and powers related to the oversight of scholarship plan dealer representatives effective July 4, 2026.

Oversight of Québec MFDRs and transitioning of the Québec mutual fund sector As of July 4, 2026, CIRO will be fully responsible for Québec MFDR oversight. Generally, the requirements set out in Regulation 31-103 or in specific equivalent provisions of Québec regulations that currently apply to Québec MFDRs will continue to do so. As anticipated in the transition phase of the plan to transition Québec’s mutual fund sector,2 which began on January 1, 2023, Québec MFDRs will not be subject to CIRO rules, except for its operating rules, which already apply to Québec-registered mutual fund dealers since that date, and a limited number of rules required to implement oversight over them that will be become applicable effective July 4, 2026. CIRO will be providing market participants with further guidance in this regard. The AMF reiterates its intention to consult with market participants again before the effective date of CIRO’s consolidated rulebook on the Regulation 31-103 amendments that will be needed to implement the applicable regulatory framework during the permanent phase of its transition plan for the Québec mutual fund sector. We anticipate that the framework applicable to Québec MFDRs and Québec-registered mutual fund dealers will, following an appropriate transition period after the CIRO rules are adopted, become broadly aligned with the framework applicable in all other Canadian jurisdictions. Coming into force The Regulation to amend Regulation 31-103 and the amendments to Policy Statement 31-103 will come into force on July 4, 2026. Oversight of Québec scholarship plan dealer representatives (SPDRs) As of July 4, 2026, the AMF will be fully responsible for oversight of SPDRs in Québec. The provisions of Regulation 31-103 currently applicable to SPDRs, including the provisions of Part 13 Dealing with clients – individuals and firms and section 3.4 Proficiency – initial and ongoing, will continue to apply. We remind scholarship plan dealers registered in Québec of their obligation to adequately supervise the compliance of registered individuals acting on their behalf with their obligations under securities legislation and to provide them with adequate training on compliance with such obligations.3 No amendments are needed to Regulation 31-103 to ensure the transition of oversight for this registration category. 2 Refer to: https://lautorite.qc.ca/fileadmin/lautorite/reglementation/valeurs-mobilieres/31-103/2022-11-24/2022nov24- 31-103-avis-publication-nouvel-oar-en.pdf. 3 Paragraph 2 of section 11.1 of Regulation 31-103.

Comments
Comments regarding the above may be made in writing before March 28, 2026, to:
Me Philippe Lebel
Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour PwC 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514-864-6381 E-mail: consultation-en-cours@lautorite.qc.ca Further information Further information is available from:
Gabriel Chénard
Senior Policy Analyst
Direction de l’encadrement des intermédiaires
Autorité des marchés financiers
Tel.: 514-395-0337, ext. 4482
Toll-free: 1-800-525-0337, ext. 4482
E-mail: gabriel.chenard@lautorite.qc.ca
February 26, 2026