MI 13-102 System Fees for SEDAR and NRD and Related Consequential Amendments

MULTILATERAL INSTRUMENT 13-102
SYSTEM FEES FOR SEDAR AND NRD

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1. (1) In this Instrument,

"annual information form" means an "AIF" as defined by National Instrument 51-102 Continuous Disclosure Obligations or an annual information form for the purposes of Part 9 of National Instrument 81-106 Investment Fund Continuous Disclosure;

"initial filer profile" means a filer profile filed in accordance with subsection 5.1(1) of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);

"issuer bid",

(a) except in Ontario, means an issuer bid to which Part 2 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids applies, and

(b) in Ontario, means a "formal issuer bid" as defined by subsection 89(1) of the Securities Act (Ontario);

"shelf prospectus" means a prospectus filed under National Instrument 44-102 Shelf Distributions;

"take-over bid",

(a) except in Ontario, means a take-over bid to which Part 2 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids applies, and

(b) in Ontario, means a "formal take-over bid" as defined by subsection 89(1) of the Securities Act (Ontario).

(2) In this Instrument, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Instrument referred to in Column 2 opposite that term.

Column 1	Column 2
Defined Term	Instrument
CPC instrument	National Instrument 45-106 Prospectus and Registration Exemptions
firm filer	National Instrument 31-102 National Registration Database
individual filer	National Instrument 31-102 National Registration Database
long form prospectus	National Instrument 41-101 General Prospectus Requirements
MJDS prospectus	National Instrument 71-101 The Multijurisdictional Disclosure System
NRD	National Instrument 31-102 National Registration Database
principal jurisdiction	Multilateral Instrument 11-102 Passport System
principal regulator	Multilateral Instrument 11-102 Passport System
rights offering	National Instrument 45-101 Rights Offerings
SEDAR	National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)
short form prospectus	National Instrument 41-101 General Prospectus Requirements
sponsoring firm	National Instrument 33-109 Registration Information, in Form 33-109F4 Registration of Individuals and Review of Permitted Individuals

Inconsistency with other instruments

2. If there is any conflict or inconsistency between this Instrument and National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) or National Instrument 31-102 National Registration Database, this Instrument prevails.

PART 2

SEDAR SYSTEM FEES

Local system fees

3. In Québec, a person or company making the type of filing described in Column C of Appendix A with the Autorité des marchés financiers must pay to the Autorité des marchés financiers the system fee specified in Column D of that Appendix.

System fees

4. (1) A person or company making a filing, in the local jurisdiction, of the type described in Column B of Appendix B, and of the category referred to in Column A of that Appendix, must pay to the securities regulatory authority the system fee specified in Column C or D of that Appendix, as the case may be.

(2) Despite subsection (1), if a person or company pays a fee referred to in item 1 or 2 of Appendix B, the person or company is not required to pay a fee with respect to any other filing referred to in that item made during the calendar year in which the payment was made.

(3) Despite subsection (1), in the calendar year that a person or company files its initial filer profile, the fee referred to in item 1 or 2 of Appendix B is prorated in accordance with the following formula:

A × B /12, where

A = the amount referred to in item 1 or 2 of Appendix B, as applicable, and

B = the number of months remaining in the calendar year following the month in which the initial filer profile was filed.

PART 3

NRD SYSTEM FEES

Enrolment Fee

5. If the local jurisdiction is a firm filer's principal jurisdiction, the firm filer must pay to the securities regulatory authority an enrolment fee of $500 upon enrolment in NRD.

NRD submission fee

6. (1) A firm filer must pay an NRD system fee in respect of an individual filer to the securities regulatory authority in the local jurisdiction if

(a) the firm filer is the sponsoring firm for the individual filer, and

(b) through the filing of a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals, the individual filer registers or reactivates their registration in the local jurisdiction.

(2) The NRD system fee payable to the securities regulatory authority under subsection (1) by a sponsoring firm in respect of an individual filer is,

(a) if the securities regulatory authority is the principal regulator of the individual filer, $75.00, and

(b) in any other case, $20.50.

Annual NRD system fee

7. On December 31 of each year, a firm filer must pay an annual NRD system fee to the securities regulatory authority in the local jurisdiction equal to the total of the following:

(a) if the securities regulatory authority in the local jurisdiction is the principal regulator of one or more individuals who are individual filers on that date, and for which the firm filer is the sponsoring firm in that jurisdiction,

$75.00 × the number of those individuals, and

(b) if there are individual filers on that date for which the securities regulatory authority in the local jurisdiction is not the principal regulator, and for which the firm filer is the sponsoring firm in that jurisdiction,

$20.50 × the number of those individuals.

PART 4

PAYMENT OF FEES

Means of payment

8. A fee under section 3, 4, 6 or 7 must be paid through SEDAR or NRD, as the case may be.

PART 5

EXEMPTION

Exemption

9. (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, 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 Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions, opposite the name of the local jurisdiction.

PART 6

EFFECTIVE DATE

Effective Date

10. This Instrument comes into force on October 12, 2013.

 

Appendix A -- Local SEDAR System Fees

(Section 3)

Column A	Column B	Column C	Column D
Local Jurisdiction	Category of Filing	Type of Filing	System Fee
Québec	Securities Offerings	Prospectus distribution to person outside Québec, if made from within Québec (section 12 of Securities Act (Québec))	$130.00

 

Appendix B -- Other SEDAR System Fees

(Section 4)

Item	Column A	Column B	Column C	Column D
	Category of Filing	Type of Filing	System Fee Payable to Principal Regulator	System Fee Payable to Each Other Securities Regulatory Authority
1	Annual filing fee for continuous disclosure -- investment funds	Initial filer profile or annual financial statements (for investment funds)	$495.00	N/A
	Note: Excludes the annual information form and all other filings listed separately in items 3 to 21.
2	Annual filing fee for continuous disclosure	Initial filer profile or annual financial statements ( for reporting issuers other than investment funds)	$705.00	$74.00
	Note: Excludes the annual information form and all other filings listed separately in items 3 to 21.
3	Investment fund issuers / securities offerings	Simplified prospectus, annual information form and fund facts (National Instrument 81-101 Mutual Fund Prospectus Disclosure)	$585.00, 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	$162.50, 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
4		Long form prospectus	$715.00	$212.50
5	Investment fund issuers / continuous disclosure	Annual information form (National Instrument 81-106 Investment Fund Continuous Disclosure) for investment fund if not a short form prospectus issuer	$455.00	N/A
6	Investment fund issuers / continuous disclosure	Annual information form (National Instrument 81-106 Investment Fund Continuous Disclosure) for investment fund if short form prospectus issuer	$2,655.00	N/A
7	Investment fund issuers / exemptions and other applications	Exemptions and other applications (National Instrument 81-102 Mutual Funds)	$195.00	$40.00
8		Exemptions and other applications in connection with a prospectus filing	$195.00	$82.50
9	Other issuers / securities offerings	Short form prospectus (National Instrument 44-101 Short Form Prospectus Distributions)	$390.00	$115.00
10		Shelf prospectus	$390.00	$115.00
11		MJDS Prospectus (National Instrument 71-101 The Multijurisdictional Disclosure System)	$390.00	$115.00
12		Long form prospectus	$715.00	$212.50
13		Rights offering material	$325.00	$115.00
14		Prospectus governed by CPC instrument (TSX Venture Exchange)	$715.00	$212.50
15	Other issuers / continuous disclosure	Annual information form, if neither an investment fund nor a short form prospectus issuer	$455.00	N/A
16		Annual information form, if a short form prospectus issuer (other than an investment fund)	$2,655.00	N/A
17	Exemptions and other applications (if not an investment fund)	Exemptions and other applications in connection with prospectus filing	$195.00	$82.50
18	Other issuers / going private / related party transactions	Going private transaction filings	$325.00	$115.00
19		Related party transaction filings	$325.00	$115.00
20	Other issuers/securities acquisitions	Issuer bid filings	$195.00	$82.50
21	Third party filers/third party filings	Take-over bid filings	$195.00	$82.50

 

AMENDMENTS TO NATIONAL INSTRUMENT 13-101

SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)

1. National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) is amended by this Instrument.

2. Section 1.1 is amended by, in the definition of "SEDAR filing service contractor", replacing "CDS INC." with "the Alberta Securities Commission".

3. This Instrument comes into force on October 12, 2013.

 

AMENDMENTS TO NATIONAL INSTRUMENT 31-102

NATIONAL REGISTRATION DATABASE

1. National Instrument 31-102 National Registration Database is amended by this Instrument.

2. Section 1.1 is amended by, in the definition of "NRD administrator", replacing "CDS INC." with "the Alberta Securities Commission".

3. Paragraph 4.5(e) is amended by replacing "pays the following fees by submitting a cheque, payable to CDS INC. in Canadian funds, to the firm's principal regulator within 14 days of the date the payment is due" with "pays the following fees within 14 days of the date the payment is due by submitting a cheque, payable to the Ontario Securities Commission in Canadian currency, to CSA Service Desk, Attn: NRD Administrator, 12 Millennium Blvd, Suite 210, Moncton, NB E1C 0M3"."

4. This Instrument comes into force on October 12, 2013.

 

AMENDMENTS TO NATIONAL INSTRUMENT 55-102

SYSTEM FOR ELECTRONIC DISCLOSURE BY INSIDERS (SEDI)

1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) is amended by this Instrument.

2. Section 1.1 is amended by, in the definition of "SEDI operator", replacing "CDS INC." with "the Alberta Securities Commission".

3. Form 55-102F5 -- SEDI User Registration Form is amended by

(a) replacing the section titled "Delivery of Signed Copy to SEDI Operator" with the following:

Delivery of Signed Copy to SEDI Operator

Before you may make a valid SEDI filing, you must deliver a manually signed paper copy of the completed user registration form to the SEDI operator for verification purposes. To satisfy this requirement, you may print a copy of the online user registration form once you have certified and submitted it. You must deliver a manually signed and dated copy of the completed user registration form via prepaid mail, personal delivery or facsimile to the SEDI operator at the following address or fax number, as applicable:

CSA Service Desk

Attn: SEDI Operator

12 Millennium Blvd, Suite 210

Moncton, NB E1C 0M3

or at such other address(es) or fax number(s) as may be provided on the SEDI web site (www.sedi.ca).

(b) replacing the section titled "Questions" with the following:

Questions

Questions may be directed to the CSA Service Desk at 1-800-219-5381 or such other number as may be provided on the SEDI web site.

(c) in the section titled "Notice -- Collection and Use of Personal Information",

(i) replacing "CDS INC. (the SEDI operator) is retained by CDS INC." with "the SEDI operator is retained by the SEDI operator"; and

(ii) replacing "the CDS SEDI Administrator" with "the SEDI operator";

(d) replacing the first paragraph in the section titled "SEDI User Registration Form" with the following:

Note: Before an individual registering as a SEDI user may make a valid SEDI filing, the registering individual must deliver a manually signed paper copy of the completed user registration form to the SEDI operator for verification purposes. The registering individual may print a copy of the online version using the "Print" function provided for this purpose in SEDI. The signed paper copy must be delivered by prepaid mail, personal delivery or facsimile to:

CSA Service Desk

Attn: SEDI Operator

12 Millennium Blvd, Suite 210

Moncton, NB E1C 0M3

(e) replacing, in the section titled " SEDI User Registration Form", the portion titled "Section 3 -- Certification of SEDI User" with the following:

Section 3 Certification of SEDI User

I certify that the foregoing information is true in all material respects. I agree to update the information submitted on this form in SEDI as soon as practicable following any material change in the information. I agree that an executed copy of Form 55-102F5, if delivered to the SEDI operator by facsimile, shall have the same effect as an originally executed copy delivered to the SEDI operator.

4. This Instrument comes into force on October 12, 2013.

 

AMENDMENTS TO ONTARIO SECURITIES COMMISSION RULE 31-509

NATIONAL REGISTRATION DATABASE (COMMODITY FUTURES ACT)

1. Ontario Securities Commission Rule 31-509 National Registration Database (Commodity Futures Act) is amended by this Instrument.

2. Section 1.1 is amended by, in the definition of "NRD administrator", replacing "CDS INC." with "the Alberta Securities Commission".

3. Paragraph 4.5(e) is amended by replacing "pays the following fees by submitting a cheque, payable to CDS INC. in Canadian funds, to the firm's principal regulator within 14 days of the date the payment is due" with "pays the following fees within 14 days of the date the payment is due by submitting a cheque, payable to the Ontario Securities Commission in Canadian currency, to CSA Service Desk, Attn: NRD Administrator, 12 Millennium Blvd, Suite 210, Moncton, NB E1C 0M3"."

4. This Instrument comes into force on October 12, 2013.