Proposed Amendments: OSC Rule 13-502 Fees

The Commission is publishing for a 90-day comment period proposed amendments (the Proposed Amendments) to OSC Rule 13-502 Fees (the Current Rule). In this Notice, the proposed amended version of the Current Rule is referred to as the Proposed Rule.

In addition to being published in this Bulletin, the Proposed Amendments are available on the Commission's website (www.osc.gov.on.ca). Further fee amendments under the Commodity Futures Act are being published for comment in this Bulletin.

We request comments on the Proposed Amendments by December 31, 2009.

SUBSTANCE AND PURPOSE OF THE PROPOSED AMENDMENTS

The Proposed Amendments are consistent with the Current Rule. That is, under the Proposed Rule, market participants would continue to be required to pay fees reflecting the Commission's costs of regulating Ontario capital markets.

Fees referenced in the Proposed Amendments fall within two categories: participation fees and activity fees. Participation fees for reporting issuers are referred to as corporate finance participation fees and those for registrants and unregistered capital market participants are referred to as capital markets participation fees.

Participation fees are designed to cover the Commission's costs not easily attributable to specific regulatory activities. The participation fee required of a market participant is a measure of the market participant's size, which is used as proxy for its proportionate participation in the Ontario capital markets. As set out below, it is proposed to phase-in increases in participation fees over three years. Further financial information with regard to participation fees is provided below under the heading "Financial Summary".

Activity fees are generally charged where a document of a designated class is filed. Estimates of the direct cost of Commission resources expended in undertaking the activities listed in Appendix C of the Current Rule and the Proposed Rule are considered in determining these fees (e.g., reviewing prospectuses, registration applications and applications for discretionary relief). Generally, the activity fee charged for filing a document of a particular class is based on the average cost to the Commission of reviewing documents of the class.

The Proposed Amendments are summarized below under the heading "Summary of Proposed Amendments".

ANTICIPATED COSTS AND BENEFITS AND SUPPLEMENTARY INFORMATION

Background

The current fee structure under the Securities Act and the Commodity Futures Act was established in 2003 and the fee structure is intended to recover the OSC's costs of operation. The OSC has committed to re-evaluate its fee levels every three years. Participation fees are set based on estimates of OSC operating costs and capital markets conditions for upcoming periods but then paid after the fact based on actual market capitalization in the case of issuers and actual revenues in the case of registrants. When actual results differ from estimates, surpluses or deficits are generated and need to be addressed in future fees. From 2003 to 2008, accumulated surpluses were generated, which led to a rebate to market participants of $15 million in March 2005 and significant fee cuts in April 2006, which remain in effect. On March 13, 2009, the OSC announced that, in light of the economic climate, participation and activity fees would not be increased in fiscal 2010 from the levels then charged to market participants. As a result, the OSC forecast a revenue shortfall for fiscal 2010 of approximately $22 million (equal to 26% of our expenses for the year).

The OSC, as a self-funded agency, is dependent on fees from market participants, and strives to operate on a cost-recovery basis. The fees proposed are designed to allow the OSC to reach cost recovery by the end of fiscal 2013, in order to remain financially stable and achieve its mandate.

While there are participation fee increases proposed from the 2006 levels, the participation fees for issuers would be less in each of the years covered by the proposed amendments (2011 to 2013) than in 2003, when these fees were first set. Using a weighted average, issuers' participation fees would be less in 2013 than in 2003 by 10.6%. For example, the fee for an issuer with a market capitalization less than $25 million would be $960 in 2013 compared to $1,000 in 2003. On the same basis, participation fees payable by registrants in 2013 relative to 2003 would be 4.0% higher. However, many smaller registrants' fees will be lower in 2013. For example, a registrant with revenues greater than $500,000 but less than $1 million would pay $3,300 in 2013 compared to $5,000 in 2003.

Proposed Approach

The OSC remains sensitive to current economic conditions and has taken steps to minimize the proposed fee increases. The proposed fees assume full use of the OSC's remaining surplus to minimize fee increases. For the three years ending March 2013, we project operating costs will still exceed revenues by $25.4 million. This deficit will be offset by applying the expected March 2010 surplus of $24.8 million. We also project that we will need to use $0.6 million of our $20 million operating reserve.

There is a differential between the fee increases proposed for issuers and registrants in order to better align revenues generated from market participant groups with their level of participation in the Ontario capital markets.

Financial Summary

OSC costs are projected to increase by 3%, 4% and 5% in 2011, 2012 and 2013 respectively, which allows for some increase in general inflation and some room to address emerging market challenges/issues. The revenue forecast reflects 10% market growth each year. This growth estimate is consistent with historical analysis of market growth after previous market corrections.

The table below provides a financial forecast based on forecast OSC costs and the proposed fee changes. Under the proposal, the total participation fees paid by market participants will rise by an average of 12.2% per year. This will result in increases of approximately 9% per year for registrants and 17% per year for issuers from the participation fees set in 2006. Even with these fee increases the OSC projects to operate at a deficit for each of the next three years.

From 2003 to 2008, fees collected exceeded budget projections due to stronger than anticipated market growth, generating a surplus. Since 2003, the resulting surpluses have been either used to reduce fee rates or refunded to market participants. The OSC projects that the remaining surplus will be fully used to offset expected operating deficits in 2010, 2011 and 2012. The proposed fee increases have been set to allow the OSC to largely maintain its operating reserve of $20 million as an operating contingency for revenue shortfalls or unexpected expenses. However, the OSC projects the need to use part of its $20 million operating reserve to manage the portion of the projected operating deficit not offset by the accumulated surplus.

Revenues from participation fees are volatile and sensitive to market growth. The OSC undertakes to monitor carefully the participation fees collected and consider on an on-going basis any adjustments to participation fees that are warranted in order to better align the Commission's costs and revenues.

Forecast OSC operating results for fiscal 2010 and the next three years are set out below (actual fiscal 2009 results are shown as well).

	Actual
	2008/2009	2009/2010	2010/2011	2011/2012	2012/2013
	__________	__________	__________	__________	__________
Revenues			$ Thousands
Total Revenues	68,600	61,900	70,200	81,300	93,800
Less Expenses	78,200	83,900	86,400	89,900	94,400
	__________	__________	__________	__________	__________
Net Shortfall	(9,600)	(22,000)	(16,200)	(8,600)	(600)
OSC Surplus Opening	56,400	46,800	24,800	8,600	-
	__________	__________	__________	__________	__________
OSC Surplus Closing	46,800	24,800	8,600	-	(600)
	__________	__________	__________	__________
OSC Reserve Opening	20,000	20,000	20,000	20,000	20,000
	__________	__________	__________	__________	__________
OSC Reserve Closing	20,000	20,000	20,000	20,000	19,400
	__________	__________	__________	__________	__________

SUMMARY OF PROPOSED AMENDMENTS

Corporate finance participation fees

There are no changes to the tiers of capitalization used in determining corporate finance participation fees. However, it is proposed that participation fees for reporting issuers be increased by 17% annually over three years at each tier of capitalization.

Capital markets participation fees

There are no changes to the tiers of specified Ontario revenues used in determining capital markets participation fees. However, it is proposed that capital markets participation fees be increased by 9% annually over three years at each tier of specified Ontario revenues.

Activity fees

Where no change in an activity fee is proposed, higher costs for resources have been offset by savings from process improvements and improved quality of material submitted for review.

(i) Prospectuses

Amendments to items 1 and 3 of section A of Appendix C of the Proposed Rule would increase the fee for certain prospectus reviews from $3,000 to $3,250, reflecting the increased complexity of issues arising in these reviews and the higher costs of resources involved in their review. The same fee is also proposed under new item 5 of section A of Appendix C of the Proposed Rule with regard to the review of linked note supplements. In the case of preliminary or pro forma prospectus filings in Form 41-101F2 by or on behalf of certain investment funds, the new filing fee under item 4 of section A of Appendix C of the Proposed Rule would be the greater of $3,250 (up from $3,000) and $650 (up from $600) per investment fund in a prospectus.

(ii) Engineering Reports

Under the Current Rule, a $2,000 additional fee is charged in connection with a long-form prospectus of a resource issuer accompanied by engineering reports. Under the Proposed Rule, this additional fee would also apply in connection with the other forms of prospectus.

(iii) Applications

Under amended item 1 of section E of Appendix C of the Proposed Rule, the fee for various application reviews would increase from $3,000 to $3,250. This primarily reflects the higher costs of resources involved in their review and the increased complexity of issues arising in these reviews.

(iv) Take-over bids and issuer bids

Under amended item 1 of section G of Appendix C of the Proposed Rule, the fee for filing of a take-over bid or issuer bid circular would increase from $3,000 to $4,000, primarily reflecting the increased complexity of issues arising in these reviews and the higher costs of resources involved in their review.

(v) Pre-Filing Fees

Under section F of Appendix C of the Current Rule, a pre-filing fee is charged in connection with pre-filings for which fees are charged in Appendix B. This pre-filing fee, which is creditable against the corresponding filing fee, is currently equal to the lesser of $3,000 and the corresponding filing fee. The pre-filing fee is proposed to be amended so that it is simply equal to the corresponding filing fee. In the normal course of events, this pre-filing fee would be fully creditable against the corresponding filing fee.

(vi) Proficiency requirements for registration

Under the Proposed Rule, an $800 fee would be newly imposed to apply for relief from the proficiency requirements in National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) for chief compliance officers of scholarship plan dealers and exempt market dealers and for dealing representatives of exempt market dealers. This charge reflects that these applications entail a significant use of staff resources. The new $800 fee is equal to the fee in the Current Rule charged for similar applications for relief from proficiency applications described in item 3 of section E of Appendix C.

Under the Proposed Rule, a $1,500 fee would be newly imposed to apply for relief from the proficiency requirements in NI 31-103 for chief compliance officers of investment fund managers. This charge reflects that these applications entail a significant use of staff resources. The new $1,500 fee is equal to the fee in the Current Rule charged for similar applications for relief from proficiency applications described in item 2 of section E of Appendix C.

(vii) Registrations of chief compliance officers and ultimate designated persons

Under amended item 4.1 of section H of the Proposed Rule, a $200 fee per individual would be newly imposed for registration as a chief compliance officer or ultimate designated person of a registrant firm, if the individual is not already registered as a representative on behalf of the registrant firm. This reflects a modest use of staff resources for such registrations.

(viii) Notice requirements under section 11.10 of NI 31-103

Section 11.9 of NI 31-103 provides for a notice to be provided by a registrant, generally in connection with certain acquisitions by it of control or assets of a registered firm. Section 11.10 of NI 31-103 requires a notice by a registered firm, generally in connection with the acquisition of control of that firm. No notice is required under section 11.10 in the event that section 11.9 is complied with in respect of the same transaction. The review processes contemplated by sections 11.9 and 11.10 are substantially similar.

Under the Current Rule, a fee is charged under section I of the Current Rule in connection with a notice under section 11.9 of NI 31-103. Under the Proposed Rule, this fee would be extended to notices required under section 11.10 of NI 31-103, in order to reflect resources used in connection with the review process contemplated by section 11.10.

(ix) Late fees

Under new paragraphs (f.1) to (f.4) of section A of Appendix D of the Proposed Rule, late fees would be imposed for the late filings of Forms 13-502FI, 13-502F2, 13-502F2A and 13-502F3B. Under the Current Rule and the Proposed Rule, these forms must be filed at the time that the payment of the participation fee is paid.

The Proposed Amendments do not include amendments consequential to the adoption of International Financial Reporting Standards for financial years beginning on or after January 1, 2011. The amendments required to the Current Rule that relate to International Financial Reporting Standards will be dealt with separately in the coming months.

AUTHORITY FOR THE PROPOSED AMENDMENTS

Paragraph 43 of subsection 143(1) of the Securities Act authorizes the Commission to make rules "Prescribing the fees payable to the Commission, including those for filing, for applications for registration or exemptions, for trades in securities, in respect of audits made by the Commission, and in connection with the administration of Ontario securities law."

ALTERNATIVES CONSIDERED

The Commission did not consider any alternatives to the Proposed Rule.

UNPUBLISHED MATERIALS

The Commission has not relied on any significant unpublished study, report, decision or other written materials in proposing the Proposed Amendments.

HOW TO PROVIDE YOUR COMMENTS

You must provide your comments in writing by December 31, 2009. If you are not sending your comments by email, you should also send an electronic file containing the submissions (in Windows format, Microsoft Word).

Please send your comments to the following address:

The Commission will publish written comments received unless the Commission approves a commenter's request for confidentiality or the commenter withdraws its comment before the comment's publication.

QUESTIONS

TEXT OF THE PROPOSED MATERIALS

The text of the Proposed Amendments is included in Annex A. Annex B provides a blackline showing the impact of the Proposed Amendments on the Current Rule.

October 2, 2009

Annex A

Proposed Amendments to Ontario Securities Commission Rule 13-502 Fees

1. Ontario Securities Commission Rule 13-502 Fees is amended by this Instrument.

2. Section 2.2 is amended by striking out "$600" and substituting "$700" in subsection (2) and paragraph (3)(a).

3. Section 2.2, as amended by section 2, is amended by striking out "$700" and substituting "$820" in subsection (2) and paragraph (3)(a).

4. Section 2.2, as amended by section 3, is amended by striking out "$820" and substituting "$960" in subsection (2) and paragraph (3)(a).

5. Appendix A is repealed and substituted by the following:

APPENDIX A -- CORPORATE FINANCE PARTICIPATION FEES

Capitalization for the Previous Fiscal Year	Participation Fee
under $25 million	$700
$25 million to under $50 million	$1,520
$50 million to under $100 million	$3,740
$100 million to under $250 million	$7,850
$250 million to under $500 million	$17,200
$500 million to under $1 billion	$24,000
$1 billion to under $5 billion	$34,750
$5 billion to under $10 billion	$44,800
$10 billion to under $25 billion	$52,300
$25 billion and over	$58,850

6. Appendix A, as enacted by section 5, is repealed and substituted by the following:

APPENDIX A -- CORPORATE FINANCE PARTICIPATION FEES

Capitalization for the Previous Fiscal Year	Participation Fee
under $25 million	$820
$25 million to under $50 million	$1,780
$50 million to under $100 million	$4,380
$100 million to under $250 million	$9,200
$250 million to under $500 million	$20,100
$500 million to under $1 billion	$28,100
$1 billion to under $5 billion	$40,700
$5 billion to under $10 billion	$52,400
$10 billion to under $25 billion	$61,200
$25 billion and over	$68,900

7. Appendix A, as enacted by section 6, is repealed and substituted by the following:

APPENDIX A -- CORPORATE FINANCE PARTICIPATION FEES

Capitalization for the Previous Fiscal Year	Participation Fee
under $25 million	$ 960
$25 million to under $50 million	$2,080
$50 million to under $100 million	$5,125
$100 million to under $250 million	$10,700
$250 million to under $500 million	$23,540
$500 million to under $1 billion	$32,850
$1 billion to under $5 billion	$47,600
$5 billion to under $10 billion	$61,300
$10 billion to under $25 billion	$71,600
$25 billion and over	$80,600

8. Appendix B is repealed and substituted by the following:

APPENDIX B -- CAPITAL MARKETS PARTICIPATION FEES

Specified Ontario Revenues for the Previous Fiscal Year	Participation Fee
under $500,000	$870
$500,000 to under $1 million	$2,725
$1 million to under $3 million	$6,100
$3 million to under $5 million	$13,725
$5 million to under $10 million	$27,800
$10 million to under $25 million	$56,700
$25 million to under $50 million	$85,000
$50 million to under $100 million	$170,000
$100 million to under $200 million	$282,300
$200 million to under $500 million	$572,250
$500 million to under $1 billion	$739,000
$1 billion to under $2 billion	$932,000
$2 billion and over	$1,564,000

9. Appendix B, as enacted by section 8, is repealed and substituted by the following:

APPENDIX B -- CAPITAL MARKETS PARTICIPATION FEES

Specified Ontario Revenues for the Previous Fiscal Year	Participation Fee
under $500,000	$945
$500,000 to under $1 million	$2,970
$1 million to under $3 million	$6,650
$3 million to under $5 million	$14,975
$5 million to under $10 million	$30,300
$10 million to under $25 million	$61,800
$25 million to under $50 million	$92,650
$50 million to under $100 million	$185,300
$100 million to under $200 million	$307,700
$200 million to under $500 million	$623,750
$500 million to under $1 billion	$805,500
$1 billion to under $2 billion	$1,015,900
$2 billion and over	$1,704,800

10. Appendix B, as enacted by section 9, is repealed and substituted by the following:

APPENDIX B -- CAPITAL MARKETS PARTICIPATION FEES

Specified Ontario Revenues for the Previous Fiscal Year	Participation Fee
under $500,000	$1,035
$500,000 to under $1 million	$3,240
$1 million to under $3 million	$7,250
$3 million to under $5 million	$16,325
$5 million to under $10 million	$33,000
$10 million to under $25 million	$67,400
$25 million to under $50 million	$101,000
$50 million to under $100 million	$202,000
$100 million to under $200 million	$335,400
$200 million to under $500 million	$679,900
$500 million to under $1 billion	$878,000
$1 billion to under $2 billion	$1,107,300
$2 billion and over	$1,858,200

11. Appendix C is amended by

a. striking out "$3,000" in item 1 of section A and substituting "$3,250",

b. striking out the words "in Form 41-101F1" in item 2 of section A,

c. striking out "$3,000" in items 3 and 4 of section A, wherever it occurs, and substituting "$3,250",

d. striking out "$600" item 4 of section A and substituting "$650",

e. adding the following immediately after item 4 of section A:

5.

Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions) for which the amount payable is determined with reference to the price, value or level of an underlying interest that is unrelated to the operations or securities of the issuer.

$3,250

f. striking out "$3,000" in item 1 of section E and substituting "$3,250",

g. adding the following immediately after paragraph (f) in item 2 of section E:

(f.1) section 3.14 [Investment fund manager -- chief compliance officer] of NI 31-103;

h. adding the following immediately after paragraph (d) in item 3 of section E:

(e) section 3.8 [Scholarship plan dealer -- chief compliance officer] of NI 31-103,

(f) section 3.9 [Exempt market dealer -- dealing representative] of NI 31-103,

(g) section 3.10 [Exempt market dealer -- chief compliance officer] of NI 31-103.

i. adding "and" after paragraph (b) in item 4 of section E and striking out "and" at the end of paragraph (c) of section E;

j. striking out paragraph (d) in item 4 of section E;

k. striking out the words in second column of section F and substituting:

The fee for each pre-filing is equal to the applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing.

l. striking out "$3,000" in item 1 of section G and substituting "$4,000",

m. striking out "Nil" in item 4.1 of section H and substituting "$200 per individual", and

n. striking out the words in the first column of section I and substituting the following:

I. Notice required under section 11.9 [Registrant acquiring a registered firm's securities or assets] or 11.10 [Registered firm whose securities are acquired] of NI 31-103.

12. Appendix D is amended by adding the following after paragraph (f) of section A:

(f.1) Form 13-502F1;

(f.2) Form 13-502F2;

(f.3) Form 13-502F3A;

(f.4) Form 13-502F3B;

(f.5) Form 13-502F3C;

13. Form 13-502F3A is amended by striking out "$600" and substituting "$700".

14. Form 13-502F3A, as amended by section 13, is amended by striking out "$700" and substituting "$820".

15. Form 13-502F3A, as amended by section 14, is amended by striking out "$820" and substituting "$960".

16. Form 13-502F3B is amended by striking out "$600" and substituting "$700".

17. Form 13-502F3B, as amended by section 16, is amended by striking out "$700" and substituting "$820".

18. Form 13-502F3B, as amended by section 17, is amended by striking out "$820" and substituting "$960".

19.

(1) Subject to subsections (2) and (3), this Instrument comes into force on April 5, 2010.

(2) Sections 3, 6, 9, 14 and 17 come into force on April 4, 2011.

(3) Sections 4, 7, 10, 15 and 18 come into force on April 2, 2012.

Annex B

Blackline Version of the Proposed Amendments

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This is an unofficial consolidation of Ontario Securities Commission Rule 13-502 Fees, with the proposed amendments in Annex A of this Notice shown by blackline and shaded grey. No part of this document represents an official statement of law. Text boxes in this Annex are provided for convenience and do not form part of the Proposed Rule. In cases where annual adjustments are proposed in Annex A to the same provision, the blackline shows the earliest annual adjustment and commentary in the text boxes indicates that further adjustments are proposed.

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ONTARIO SECURITIES COMMISSION

RULE 13-502 FEES

PART 1 -- INTERPRETATION

1.1 Definitions -- In this Rule

"capitalization" means the amount determined in accordance with section 2.7, 2.8, 2.9 or 2.10;

"capital markets activities" means

(a) activities for which registration under the Act or an exemption from registration is required,

(b) acting as an investment fund manager, or

(c) activities for which registration under the Commodity Futures Act, or an exemption from registration under the Commodity Futures Act, is required;

"Class 1 reporting issuer" means a reporting issuer that is incorporated or organized under the laws of Canada or a jurisdiction in Canada and that, at the end of its previous fiscal year, has securities listed or quoted on a marketplace in Canada or the United States of America;

"Class 2 reporting issuer" means a reporting issuer that is incorporated or organized under the laws of Canada or a jurisdiction in Canada other than a Class 1 reporting issuer;

"Class 3A reporting issuer" means

(a) a reporting issuer that is not incorporated or organized under the laws of Canada or a jurisdiction in Canada and that, at the end of its previous fiscal year, has no securities listed or quoted on a marketplace located anywhere in the world, or

(b) a reporting issuer that is not incorporated or organized under the laws of Canada or a jurisdiction in Canada and that, at the end of its previous fiscal year,

(i) has securities listed or quoted on a marketplace anywhere in the world,

(ii) has securities registered in the names of persons or companies resident in Ontario representing less than 1% of the market value of all outstanding securities of the reporting issuer for which the reporting issuer or its transfer agent or registrar maintains a list of registered owners,

(iii) reasonably believes that persons or companies who are resident in Ontario beneficially own less than 1% of the market value of all its outstanding securities,

(iv) reasonably believes that none of its securities traded on a marketplace in Canada during its previous fiscal year, and

(v) has not issued any of its securities in Ontario in the last 5 years, other than

(A) to its employees or to employees of one or more of its subsidiary entities, or

(B) pursuant to the exercise of a right previously granted by it or its affiliate to convert or exchange its previously issued securities without payment of any additional consideration;

"Class 3B reporting issuer" means a reporting issuer

(a) that is not incorporated or organized under the laws of Canada or a jurisdiction in Canada,

(b) that is not a Class 3A reporting issuer, and

(c) whose trading volume in its previous fiscal year of securities listed or quoted on marketplaces in Canada was less than the trading volume in its previous fiscal year of its securities listed or quoted on marketplaces outside Canada;

"Class 3C reporting issuer" means a reporting issuer

(a) that is not incorporated or organized under the laws of Canada or a jurisdiction in Canada, and

(b) whose trading volume in its previous fiscal year of securities listed or quoted on marketplaces in Canada was greater than the trading volume in its previous fiscal year of its securities listed or quoted on marketplaces outside Canada;

"IIROC" means the Investment Industry Regulatory Organization of Canada;

"marketplace" has the meaning ascribed to that term in National Instrument 21-101 Marketplace Operation;

"MFDA" means the Mutual Fund Dealers Association of Canada;

"NI 31-103" means National Instrument 31-103 Registration Requirements and Exemptions;

"Ontario allocation factor" has the meaning that would be assigned by the first definition of that expression in subsection 1(1) of the Taxation Act, 2007 if that definition were read without reference to the words "ending after December 31, 2008";

"Ontario percentage" means, for a fiscal year of a participant

(a) if the participant is a company that has a permanent establishment in Ontario in the fiscal year, the participant's Ontario allocation factor for the fiscal year expressed as a percentage and determined on the assumption that the participant had a taxation year that coincided with the fiscal year and is resident in Canada for the purposes of the ITA,

(b) if paragraph (a) does not apply and the participant would have a permanent establishment in Ontario in the fiscal year if the participant were a company, the participant's Ontario allocation factor for the fiscal year expressed as a percentage and determined on the assumption that the participant is a company, had a taxation year that coincided with the fiscal year and is resident in Canada for the purposes of the ITA, and

(c) in any other case, the percentage of the participant's total revenues for the fiscal year attributable to capital markets activities in Ontario;

"parent" means a person or company of which another person or company is a subsidiary entity;

"participant" means a person or company;

"permanent establishment" has the meaning provided in Part IV of the regulations under the ITA;

"previous fiscal year" of a participant in respect of a participation fee means,

(a) where the participation fee is payable by a reporting issuer under section 2.2 and the required date of payment is determined with reference to the required date or actual date of filing of financial statements for a fiscal year under Ontario securities law, that fiscal year,

(b) where the participation fee becomes payable by a firm under subsection 3.1(1) on December 31 of a calendar year, the last fiscal year of the participant ending in the calendar year, and

(c) where the participation fee is payable by an unregistered investment fund manager under subsection 3.1(2) no more than 90 days after the end of a fiscal year, that fiscal year;

"registrant firm" means a person or company registered under the Act as a dealer, adviser or investment fund manager;

"specified Ontario revenues" means, for a registrant firm or an unregistered capital markets participant, the revenues determined under section 3.3, 3.4 or 3.5;

"subsidiary entity" has the meaning ascribed to "subsidiary" or "variable interest entity" under the accounting standards pursuant to which the entity's financial statements are prepared under Ontario securities law;

"unregistered capital markets participant" means,

(a) an unregistered investment fund manager; or

(b) an unregistered exempt international firm;

"unregistered exempt international firm" means a dealer or adviser that is not registered under the Act and is

(a) exempt from the dealer registration requirement and the underwriter registration requirement only because of section 8.18 [International dealer] of NI 31-103;

(b) exempt from the adviser registration requirement only because of section 8.26 [International adviser] of NI 31-103; or

(c) exempt from each of the dealer registration requirement, the underwriter registration requirement and the adviser registration requirement only because of sections 8.18 [International dealer] and 8.26 [International adviser] of NI 31-103; and

"unregistered investment fund manager" means a person or company that acts as an investment fund manager and is not registered under the Act.

1.2 Interpretation of "listed or quoted" -- In this Rule, a reporting issuer is deemed not to have securities listed or quoted on a marketplace that lists or quotes the reporting issuer's securities unless the reporting issuer or an affiliate of the reporting issuer applied for, or consented to, the listing or quotation.

PART 2 -- CORPORATE FINANCE PARTICIPATION FEES

Division 1: General

2.1 Application -- This Part does not apply to an investment fund if the investment fund has an investment fund manager.

2.2 Participation Fee

(1) A reporting issuer must pay the participation fee shown in Appendix A opposite the capitalization of the reporting issuer for its previous fiscal year, as its capitalization is determined under section 2.7, 2.8 or 2.10.

(2) Despite subsection (1), a Class 3A reporting issuer must pay a participation fee of $700600.

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Note: From April 4, 2011 to April 1, 2012, "$700" is proposed to be read as "$820". After April 1, 2012, "$700" is proposed to be read as "$960".

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(3) Despite subsection (1), a Class 3B reporting issuer must pay a participation fee equal to the greater of

(a) $700 600, and

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Note: From April 4, 2011 to April 1, 2012, "$700" is proposed to be read as "$820". After April 1, 2012, "$700" is proposed to be read as "$960".

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(b) 1/3 of the participation fee shown in Appendix A opposite the capitalization of the reporting issuer for its previous fiscal year, as its capitalization is determined under section 2.9.

(4) Despite subsections (1) to (3), a participation fee is not payable by a participant under this section if the participant became a reporting issuer in period that begins immediately after the time that would otherwise be the end of the previous fiscal year in respect of the participation fee and ends at the time the participation fee would otherwise required to be paid under section 2.3.

2.3 Time of Payment -- A reporting issuer must pay the participation fee required under section 2.2 by the earlier of

(a) the date on which its annual financial statements are required to be filed under Ontario securities law, and

(b) the date on which its annual financial statements are filed.

2.4 Disclosure of Fee Calculation -- At the time that it pays the participation fee required by this Part,

(a) a Class 1 reporting issuer must file a completed Form 13-502F1,

(b) a Class 2 reporting issuer must file a completed Form 13-502F2,

(c) a Class 3A reporting issuer must file a completed Form 13-502F3A,

(d) a Class 3B reporting issuer must file a completed Form 13-502F3B, and

(e) a Class 3C reporting issuer must file a completed Form 13-502F3C.

2.5 Late Fee

(1) A reporting issuer that is late in paying a participation fee under this Part must pay an additional fee of one-tenth of one percent of the unpaid portion of the participation fee for each business day on which any portion of the participation fee remains due and unpaid.

(2) The amount determined under subsection (1) in respect of the late payment of a participation fee by a reporting issuer is deemed to be nil if the amount otherwise determined under subsection (1) in respect of the late payment of participation fee is less than $10.

2.6 Participation Fee Exemption for Subsidiary Entities

(1) Section 2.2 does not apply to a reporting issuer that is a subsidiary entity in respect of a participation fee determined with reference to the subsidiary entity's capitalization for the subsidiary entity's previous fiscal year if

(a) at the end of that previous fiscal year, a parent of the subsidiary entity was a reporting issuer,

(b) the accounting standards pursuant to which the parent's financial statements are prepared under Ontario securities law require the consolidation of the parent and the subsidiary entity,

(c) the parent has paid a participation fee applicable to the parent under section 2.2 determined with reference to the parent's capitalization for the parent's previous fiscal year,

(d) the capitalization of the subsidiary entity for its previous fiscal year was included in the capitalization of the parent for the parent's previous fiscal year, and

(e) the net assets and gross revenues of the subsidiary entity for its previous fiscal year represented more than 90 percent of the consolidated net assets and gross revenues of the parent for the parent's previous fiscal year.

(2) Section 2.2 does not apply to a reporting issuer that is a subsidiary entity in respect of a participation fee determined with reference to the subsidiary entity's capitalization for the subsidiary entity's previous fiscal year if

(a) at the end of that previous fiscal year, a parent of the subsidiary entity was a reporting issuer,

(b) the accounting standards pursuant to which the parent's financial statements are prepared under Ontario securities law require the consolidation of the parent and the subsidiary entity,

(c) the parent has paid a participation fee applicable to the parent under section 2.2 determined with reference to the parent's capitalization for the parent's previous fiscal year,

(d) the capitalization of the subsidiary entity for its previous fiscal year was included in the capitalization of the parent for the parent's previous fiscal year, and

(e) throughout the previous fiscal year of the subsidiary entity, the subsidiary entity was entitled to rely on an exemption, waiver or approval from the requirements in subsections 4.1(1), 4.3(1) and 5.1(1) and sections 5.2 and 6.1 of National Instrument 51-102 Continuous Disclosure Obligations.

(3) If, under subsection (1) or (2), a reporting issuer has not paid a participation fee, the reporting issuer must file a completed Form 13-502F6 at the time it is otherwise required to pay the participation fee under section 2.3.

2.6.1 Participation Fee Estimate for Class 2 Reporting Issuers

(1) If the annual financial statements of a Class 2 reporting issuer are not available by the date referred to in section 2.3, the Class 2 reporting issuer must, on that date,

(a) file a completed Form 13-502F2 showing a good faith estimate of the information required to calculate its capitalization as at the end of the previous fiscal year, and

(b) pay the participation fee shown in Appendix A opposite the capitalization estimated under paragraph (a).

(2) A Class 2 reporting issuer that estimated its capitalization under subsection (1) must, when it files its annual financial statements for the previous fiscal year,

(a) calculate its capitalization under section 2.8,

(b) pay the participation fee shown in Appendix A opposite the capitalization calculated under section 2.8, less the participation fee paid under subsection (1), and

(c) file a completed Form 13-502F2A.

(3) If a reporting issuer paid an amount under subsection (1) that exceeds the participation fee calculated under section (2), the issuer is entitled to a refund from the Commission of the amount overpaid.

Division 2: Calculating Capitalization

2.7 Class 1 reporting issuers -- The capitalization of a Class 1 reporting issuer for its previous fiscal year is the total of

(a) the average market value over the previous fiscal year of each class or series of the reporting issuer's securities listed or quoted on a marketplace, calculated by multiplying

(i) the total number of securities of the class or series outstanding at the end of the previous fiscal year, by

(ii) the simple average of the closing prices of the class or series on the last trading day of each month of the previous fiscal year in which the class or series were listed or quoted on the marketplace

(A) on which the highest volume in Canada of the class or series was traded in the previous fiscal year, or

(B) if the class or series was not traded in the previous fiscal year on a marketplace in Canada, on which the highest volume in the United States of America of the class or series was traded in the previous fiscal year, and

(b) the market value at the end of the previous fiscal year, as determined by the reporting issuer in good faith, of each class or series of securities of the reporting issuer not valued under paragraph (a), if any securities of the class or series

(i) were initially issued to a person or company resident in Canada, and

(ii) trade over the counter or, after their initial issuance, are otherwise generally available for purchase or sale by way of transactions carried out through, or with, dealers.

2.8 Class 2 reporting issuers

(1) The capitalization of a Class 2 reporting issuer for its previous fiscal year is the total of all of the following items, as shown in its audited balance sheet as at the end of the previous fiscal year:

(a) retained earnings or deficit;

(b) contributed surplus;

(c) share capital or owners' equity, options, warrants and preferred shares;

(d) long term debt, including the current portion;

(e) capital leases, including the current portion;

(f) minority or non-controlling interest;

(g) items classified on the balance sheet between current liabilities and shareholders' equity, and not otherwise referred to in this subsection;

(h) any other item forming part of shareholders' equity not otherwise referred to in this subsection.

(2) Despite subsection (1), a reporting issuer may calculate its capitalization using unaudited annual financial statements if it is not required to prepare, and does not ordinarily prepare, audited annual financial statements.

(3) Despite subsection (1), a reporting issuer that is a trust that issues only asset-backed securities through pass-through certificates may calculate its capitalization using the monthly filed distribution report for the last month of its previous fiscal year, if the reporting issuer is not required to prepare, and does not ordinarily prepare, audited annual financial statements.

2.9 Class 3B reporting issuers -- The capitalization of a Class 3B reporting issuer for its previous fiscal year is the total of each value of each class or series of securities of the reporting issuer listed or quoted on a marketplace, calculated by multiplying

(a) the number of securities of the class or series outstanding at the end of the previous fiscal year, by

(b) the simple average of the closing prices of the class or series on the last trading day of each month of the previous fiscal year in which the class or series were quoted on the marketplace on which the highest volume of the class or series was traded in the previous fiscal year.

2.10 Class 3C reporting issuers -- The capitalization of a Class 3C reporting issuer is determined under section 2.7, as if it were a Class 1 reporting issuer.

2.11 Reliance on Published Information

(1) Subject to subsection (2), in determining its capitalization for purposes of this Part, a reporting issuer may rely on information made available by a marketplace on which securities of the reporting issuer trade.

(2) If a reporting issuer reasonably believes that the information made available by a marketplace is incorrect, subsection (1) does not apply and the issuer must make a good faith estimate of the information required.

PART 3 -- CAPITAL MARKETS PARTICIPATION FEES

3.1 Participation Fee

(1) On December 31, registrant firms and unregistered exempt international firms must pay the participation fee shown in Appendix B opposite the firm's specified Ontario revenues for its previous fiscal year, as those revenues are calculated under section 3.3, 3.4 or 3.5.

(2) Not later than 90 days after the end of its fiscal year, if at any time in the fiscal year a person or company was an unregistered investment fund manager, the fund manager must pay the participation fee shown in Appendix B opposite the fund manager's specified Ontario revenues for the fiscal year, as those revenues are calculated under section 3.4.

(3) Subsection (2) does not apply to require the payment of a participation fee by a person or company 90 days after the end of its fiscal year if the person or company

(a) ceased at any time in the fiscal year to be an unregistered investment fund manager, and

(b) the person or company did not become a registrant firm at that time.

(4) Despite subsection (2), where a person or company ceases at any time in a calendar year to be an unregistered investment fund manager and at that time becomes a registrant firm, the participation fee payable under subsection (2) not later than 90 days after the end of its last fiscal year ending in the calendar year is deemed to be the amount determined by the formula

A × B/365

in which,

"A" is equal to the amount, if any, that would be the participation fee payable under subsection (2) not later than 90 days after the end of that fiscal year if this section were read without reference to this subsection, and

"B" is equal to the number of days in that calendar year ending after the end of that fiscal year.

3.2 Disclosure of Fee Calculation

(1) By December 1, registrant firms and unregistered exempt international firms must file a completed Form 13-502F4 showing the information required to determine the participation fee due on December 31.

(2) At the time that it pays any participation fee required under subsection 3.1(2), an unregistered investment fund manager must file a completed Form 13-502F4 showing the information required to determine the participation fee.

3.3 Specified Ontario Revenues for IIROC and MFDA Members

(1) The specified Ontario revenues for its previous fiscal year of a registrant firm that was an IIROC or MFDA member at the end of the previous fiscal year is calculated by multiplying

(a) the registrant firm's total revenue for its previous fiscal year, less the portion of that total revenue not attributable to capital markets activities, by

(b) the registrant firm's Ontario percentage for its previous fiscal year.

(2) For the purpose of paragraph (1)(a), "total revenue" for a previous fiscal year means,

(a) for a registrant firm that was an IIROC member at the end of the previous fiscal year, the amount shown as total revenue for the previous fiscal year on Statement E of the Joint Regulatory Financial Questionnaire and Report filed with IIROC by the registrant firm, and

(b) for a registrant firm that was an MFDA member at the end of the previous fiscal year, the amount shown as total revenue for the previous fiscal year on Statement D of the MFDA Financial Questionnaire and Report filed with the MFDA by the registrant firm.

3.4 Specified Ontario Revenues for Others

(1) The specified Ontario revenues of a registrant firm for its previous fiscal year that was not a member of IIROC or the MFDA at the end of the previous fiscal year or of an unregistered exempt international firm for its previous fiscal year is calculated by multiplying

(a) the firm's gross revenues, as shown in the audited financial statements prepared for the previous fiscal year, less deductions permitted under subsection (3), by

(b) the firm's Ontario percentage for the previous fiscal year.

(2) The specified Ontario revenues of an unregistered investment fund manager for its previous fiscal year is calculated by multiplying

(a) the fund manager's gross revenues, as shown in the audited financial statements for the previous fiscal year, less deductions permitted under subsection (3), by

(b) the fund manager's Ontario percentage for the previous fiscal year.

(3) For the purpose of paragraphs (1)(a) and (2)(a), a person or company may deduct the following items otherwise included in gross revenues for the previous fiscal year:

(a) revenue not attributable to capital markets activities;

(b) redemption fees earned on the redemption of investment fund securities sold on a deferred sales charge basis;

(c) administration fees earned relating to the recovery of costs from investment funds managed by the person or company for operating expenses paid on behalf of the investment fund by the person or company;

(d) advisory or sub-advisory fees paid during the previous fiscal year by the person or company to a registrant firm, as "registrant firm" is defined in this Rule or in Rule 13-503(Commodity Futures Act) Fees;

(e) trailing commissions paid during the previous fiscal year by the person or company to a registrant firm described in paragraph (d).

(4) Despite subsection (1), a registrant firm or an unregistered exempt international firm may calculate its gross revenues using unaudited financial statements, if it is not required to prepare, and does not ordinarily prepare, audited financial statements.

(5) Despite subsection (2), an unregistered investment fund manager may calculate its gross revenues using unaudited financial statements if it is not required to prepare, and does not ordinarily prepare, audited financial statements.

3.5 Estimating Specified Ontario Revenues for Late Fiscal Year End

(1) If the annual financial statements of a registrant firm or unregistered exempt international firm for the previous fiscal year have not been completed by December 1 in the calendar year in which the previous fiscal year ends, the firm must,

(a) on December 1 in that calendar year, file a completed Form 13-502F4 showing a good faith estimate of the information required to calculate its specified Ontario revenues as at the end of the previous fiscal year, and

(b) on December 31 in that calendar year, pay the participation fee shown in Appendix B opposite the specified Ontario revenues estimated under paragraph (a).

(2) A registrant firm or unregistered exempt international firm that estimated its specified Ontario revenues under subsection (1) must, when its annual financial statements for the previous fiscal year have been completed,

(a) calculate its specified Ontario revenues under section 3.3 or 3.4, as applicable,

(b) determine the participation fee shown in Appendix B opposite the specified Ontario revenues calculated under paragraph (a),

(c) complete a Form 13-502F4 reflecting the annual financial statements, and

(d) if the participation fee determined under paragraph (b) differs from the corresponding participation fee paid under subsection (1), the firm must, not later than 90 days after the end of the previous fiscal year,

(i) pay the amount, if any, by which

(A) the participation fee determined without reference to this section,

exceeds

(B) the corresponding participation fee paid under subsection (1),

(ii) file the Form 13-502F4 completed under paragraph (c), and

(iii) file a completed Form 13-502F5.

(3) If a registrant firm or unregistered exempt international firm paid an amount under subsection (1) that exceeds the corresponding participation fee determined without reference to this section, the firm is entitled to a refund from the Commission of the excess.

3.6 Late Fee

(1) A participant that is late in paying a participation fee under this Part must pay an additional fee of one-tenth of one percent of the unpaid portion of the participation fee for each business day on which any portion of the participation fee remains due and unpaid.

(2) The amount determined under subsection (1) in respect of the late payment of a participation fee by a participant is deemed to be nil if

(a) the participant pays an estimate of the participation fee in accordance with subsection 3.5(1), or

(b) the amount otherwise determined under subsection (1) in respect of the late payment of participation fee is less than $10.

PART 4 -- ACTIVITY FEES

4.1 Activity Fees -- A person or company that files a document or takes an action listed in Appendix C must, concurrently with filing the document or taking the action, pay the activity fee shown in Appendix C opposite the description of the document or action.

4.2 Investment Fund Families -- Despite section 4.1, only one activity fee must be paid for an application made by or on behalf of two or more investment funds that have

(a) the same investment fund manager, or

(b) investment fund managers that are affiliates of each other.

4.3 Late Fee

(1) A person or company that files a document listed in item A of Appendix D after the document was required to be filed must, concurrently with filing the document, pay the late fee shown in Appendix D opposite the description of the document.

(2) Subsection (1) does not apply to the late filing of Form 13-502F4 by an unregistered investment fund manager.

(3) A person or company that files a Form 55-102F2 Insider Report after it was required to be filed must pay the late fee shown in item B of Appendix D upon receiving an invoice from the Commission.

PART 5 -- CURRENCY CONVERSION

5.1 Canadian Dollars -- If a calculation under this Rule requires the price of a security, or any other amount, as it was on a particular date and that price or amount is not in Canadian dollars, it must be converted into Canadian dollars using the daily noon exchange rate for that date as posted on the Bank of Canada website.

PART 6 -- EXEMPTION

6.1 Exemption -- The Director may grant an exemption from the provisions of this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

PART 7 -- REVOCATION AND EFFECTIVE DATE

- - - - - - - - - - - - - - - - - - - -

Note: PART 7, which contains the original historical coming-into-force provision, is not included in this Notice.

- - - - - - - - - - - - - - - - - - - -

APPENDIX A -- CORPORATE FINANCE PARTICIPATION FEES

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Note: The participation fees shown are proposed to increase on April 4, 2011 and April 2, 2012.

- - - - - - - - - - - - - - - - - - - -

APPENDIX B -- CAPITAL MARKETS PARTICIPATION FEES

- - - - - - - - - - - - - - - - - - - -

Note: The participation fees shown are proposed to increase on April 4, 2011 and April 2, 2012.

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APPENDIX C -- ACTIVITY FEES

APPENDIX D -- ADDITIONAL FEES FOR LATE DOCUMENT FILINGS

FORM 13-502F1

CLASS 1 REPORTING ISSUERS -- PARTICIPATION FEE

FORM 13-502F2

CLASS 2 REPORTING ISSUERS -- PARTICIPATION FEE

Reporting Issuer Name: ____________________

End date of last completed fiscal year:_________________

FORM 13-502F2A

ADJUSTMENT OF FEE PAYMENT

FOR CLASS 2 REPORTING ISSUERS

Show calculation of actual capitalization based on audited financial statements:

FORM 13-502F3A

CLASS 3A REPORTING ISSUERS -- PARTICIPATION FEE

- - - - - - - - - - - - - - - - - - - -

Note on Form 13-502F3A: The reference to "$700" is proposed to be read as "$820" from April 4, 2011 to April 1, 2012 and, after April 1, 2012, as "$960".

- - - - - - - - - - - - - - - - - - - -

FORM 13-502F3B

CLASS 3B REPORTING ISSUERS -- PARTICIPATION FEE

Reporting Issuer Name: ____________________

End date of last completed fiscal year: _________________

- - - - - - - - - - - - - - - - - - - -

Note on Form 13-502F3B: The reference to "$700" is proposed to be read as "$820" from April 4, 2011 to April 1, 2012 and, after April 1, 2012, as "$960".

- - - - - - - - - - - - - - - - - - - -

FORM 13-502F3C

CLASS 3C REPORTING ISSUERS -- PARTICIPATION FEE

Reporting Issuer Name: ____________________

End date of last completed fiscal year: _________________

Section 2.10 of the Rule requires Class 3C reporting issuers to calculate their market capitalization in accordance with section 2.7 of the Rule.

FORM 13-502F4

CAPITAL MARKETS PARTICIPATION FEE CALCULATION

General Instructions

1. IIROC members must complete Part I of this Form and MFDA members must complete Part II. Unregistered capital markets participants and registrant firms that are not IIROC or MFDA members must complete Part III.

2. The components of revenue reported in each Part should be based on accounting standards pursuant to which an entity's financial statements are prepared under Ontario securities law ("Accepted Accounting Standards"), except that revenues should be reported on an unconsolidated basis.

3. IIROC Members may refer to Statement E of the Joint Regulatory Financial Questionnaire and Report for guidance.

4. MFDA members may refer to Statement D of the MFDA Financial Questionnaire and Report for guidance.

5. Participation fee revenue will be based on the portion of total revenue that can be attributed to Ontario for the firm's most recently completed fiscal year, which is generally referred to the Rule as its "previous fiscal year".

6. If a firm's permanent establishments are situated only in Ontario, all of the firm's total revenue for a fiscal year is attributed to Ontario. If permanent establishments are situated in Ontario and elsewhere, the percentage attributed to Ontario for a fiscal year will ordinarily be the percentage of the firm's taxable income that is allocated to Ontario for Canadian income tax purposes for the same fiscal year. For firms that do not have a permanent establishment in Ontario, the percentage attributable to Ontario will be based on the proportion of total revenues generated from capital markets activities in Ontario.

7. All figures must be expressed in Canadian dollars and rounded to the nearest thousand.

8. Information reported on this questionnaire must be certified by two members of senior management in Part IV to attest to its completeness and accuracy.

Notes for Part III

1. Gross revenue is defined as the sum of all revenues reported on a gross basis as per the audited financial statements, except where unaudited financial statements are permitted in accordance with subsection 3.4(4) or (5) of the Rule. Audited financial statements should be prepared in accordance with Accepted Accounting Standards, except that revenues should be reported on an unconsolidated basis. Items reported on a net basis must be adjusted for purposes of the fee calculation.

2. Redemption fees earned upon the redemption of investment fund units sold on a deferred sales charge basis are permitted as a deduction from total revenue on this line.

3. Administration fees permitted as a deduction are limited solely to those that are otherwise included in gross revenue and represent the reasonable recovery of costs from the investment funds for operating expenses paid on their behalf by the registrant firm or unregistered capital markets participant.

4. Where the advisory services of another registrant firm, within the meaning of this Rule or OSC Rule 13-503 (Commodity Futures Act) Fees, are used by the person or company to advise on a portion of its assets under management, such sub-advisory costs are permitted as a deduction on this line to the extent that they are otherwise included in gross revenues.

5. Trailer fees paid to other registrant firms described in note 4 are permitted as a deduction on this line to the extent they are otherwise included in gross revenues.

Participation Fee Calculation

End date of last completed fiscal year: __________

Part I -- IIROC Members

1.	Total revenue for last completed fiscal year from Statement E of the Joint Regulatory Financial
	Questionnaire and Report	__________
2.	Less revenue not attributable to capital markets activities	__________
3.	Revenue subject to participation fee (line 1 less line 2)	__________
4.	Ontario percentage for last completed fiscal year	%
	(See definition of "Ontario percentage" in the Rule)	__________
5.	Specified Ontario revenues (line 3 multiplied by line 4)	__________
6.	Participation fee
	(From Appendix B of the Rule, select the participation fee
	opposite the specified Ontario revenues calculated above)	__________

Part II -- MFDA Members

1.	Total revenue for last completed fiscal year from Statement D of the MFDA Financial Questionnaire
	and Report	__________
2.	Less revenue not attributable to capital markets activities	__________
3.	Revenue subject to participation fee (line 1 less line 2)	__________
4.	Ontario percentage for last completed fiscal year	%
	(See definition of "Ontario percentage" in the Rule)	__________
5.	Specified Ontario revenues (line 3 multiplied by line 4)	__________
6.	Participation fee
	(From Appendix B of the Rule, select the participation fee
	opposite the specified Ontario revenues calculated above)	__________

Part III -- Advisers, Other Dealers, and Unregistered Capital Markets Participants

1. Gross revenue for last completed fiscal year (note 1)

__________

Less the following items:

2.	Revenue not attributable to capital markets activities	__________
3.	Redemption fee revenue (note 2)	__________
4.	Administration fee revenue (note 3)	__________
5.	Advisory or sub-advisory fees paid to registrant firms (note 4)	__________
6.	Trailer fees paid to other registrant firms (note 5)	__________
7.	Total deductions (sum of lines 2 to 6)	__________
8.	Revenue subject to participation fee (line 1 less line 7)	__________
9.	Ontario percentage for last completed fiscal year	%
	(See definition of "Ontario percentage" in the Rule)	__________
10.	Specified Ontario revenues (line 8 multiplied by line 9)	__________
11.	Participation fee
	(From Appendix B of the Rule, select the participation fee
	beside the specified Ontario revenues calculated above)	__________

Part IV -- Management Certification

We have examined the attached statements and certify that, to the best of our knowledge, they present fairly the revenues of the firm for the period ended _________________________ and are prepared in agreement with the books of the firm.

We certify that the reported revenues of the firm are complete and accurate and in accordance with generally accepted accounting principles.

	Name and Title	Signature	Date
1.	_________________________	_________________________	_________________________
2.	_________________________	_________________________	_________________________

FORM 13-502F5

ADJUSTMENT OF FEE FOR REGISTRANT FIRMS AND UNREGISTERED EXEMPT INTERNATIONAL FIRMS

End date of last completed fiscal year: ____________________

Note: Subsection 3.5(2) of the Rule requires that this Form must be filed concurrent with a completed Form 13-502F4 that shows the firm's actual participation fee calculation.

FORM 13-502F6

SUBSIDIARY ENTITY EXEMPTION NOTICE

Name of Subsidiary Entity: ____________________

Name of Parent: _________________________

End Date of Subsidiary Entity's Last Completed Fiscal Year: ____________________

Indicate below which exemption the subsidiary entity intends to rely on by checking the appropriate box:

The reporting issuer (subsidiary entity) meets the following criteria set out under subsection 2.6(1) of the Rule:

a) at the end of the subsidiary entity's last completed fiscal year, the parent of the subsidiary entity was a reporting issuer;

b) the accounting standards pursuant to which the parent's financial statements are prepared under Ontario securities law require the consolidation of the parent and the subsidiary entity;

c) the parent has paid a participation fee required with reference to the parent's market capitalization for the parent's last completed fiscal year;

d) the market capitalization of the subsidiary entity for the last completed fiscal year was included in the market capitalization of the parent for the last completed fiscal year; and

e) the net assets and gross revenues of the subsidiary entity for its last completed fiscal year represented more than 90 percent of the consolidated net assets and gross revenues of the parent for the parent's last completed fiscal year.

	Net Assets for last	Gross Revenues for last
	completed fiscal year	completed fiscal year
Reporting Issuer (Subsidiary Entity)	____________________	____________________	(A)
Reporting Issuer (Parent)	____________________	____________________	(B)
Percentage (A/B)	____________________%	____________________%

The reporting issuer (subsidiary entity) meets the following criteria set out under subsection 2.6(2) of the Rule:

a) at the end of the subsidiary entity's last completed fiscal year, the parent of the subsidiary entity was a reporting issuer;

b) the accounting standards pursuant to which the parent's financial statements are prepared under Ontario securities law require the consolidation of the parent and the subsidiary entity;

c) the parent has paid a participation fee required with reference to the parent's market capitalization for the parent's last completed fiscal year;

d) the market capitalization of the subsidiary entity for the last completed fiscal year was included in the market capitalization of the parent for the last completed fiscal year; and

e) throughout the last completed fiscal year of the subsidiary entity, the subsidiary entity was entitled to rely on an exemption, waiver or approval from the requirements in subsections 4.1(1), 4.3(1) and 5.1(1) and sections 5.2 and 6.1 of NI 51-102 Continuous Disclosure Obligations.