Ontario Securities Commission Bulletin
Issue 49/17 - April 30, 2026
Ont. Sec. Bull. Issue 49/17
• Ontario Securities Commission et al.
• Ontario Securities Commission et al. -- ss. 127(1), 127(8)
• Waratah Capital Advisors Ltd. and The Funds
• True Exposure Investments, Inc.
• Macdonald Shymko & Company Ltd. and PWL Capital Inc.
• Oak Hill Asset Management Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• Amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators
• Changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
April 24, 2026
TORONTO - The Tribunal issued an Order in the above-named matter.
A copy of the Order dated April 24, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
April 27, 2026
TORONTO - The Tribunal issued an Order in the above-named matter.
A copy of the Order dated April 27, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
BETWEEN:
File No. 2025-18
Adjudicators: |
Timothy Moseley (chair of the panel) |
Cathy Singer |
|
Judith Robertson |
April 24, 2026
WHEREAS on April 24, 2026, the Capital Markets Tribunal held a case management hearing by videoconference;
ON HEARING the submissions of the representatives for each of the Ontario Securities Commission, Purpose Investments Inc. and Som Seif;
IT IS ORDERED THAT:
1. by 4:30 p.m. on April 29, 2026, the parties shall:
a. advise the Registrar about any agreement among them about the admissibility of the testimony of the proposed experts; or
b. if there is no such agreement, then advise about any agreed-upon timetable for resolving the issue(s); or
c. if there is no agreement on a timetable, then serve and file brief written submissions;
2. by 4:30 p.m. on May 1, 2026, Purpose Investments Inc. shall serve and file an affidavit of the witness from Fasken Martineau DuMoulin LLP regarding document management;
3. the timetable for written closing submissions on the merits is as follows:
a. by 4:30 p.m., four weeks after the last day of evidence in the merits hearing, the Commission shall serve and file its written closing submissions;
b. by 4:30 p.m., four weeks after the Commission serves and files its written closing submissions, each respondent shall serve and file its responding written closing submissions; and
c. by 4:30 p.m., one week after the respondents serve and file their responding written closing submissions, the Commission shall serve and file its reply written closing submissions; and
4. oral closing submissions shall be heard on September 24 and 25, 2026, at the Capital Markets Tribunal, located at 20 Queen Street West, 17th Floor, Toronto, Ontario, commencing at 10:00 a.m. on each day, or as may be agreed to by the parties and set by the Registrar.
Ontario Securities Commission et al. -- ss. 127(1), 127(8)
BETWEEN:
File No. 2025-28
Adjudicator: |
Andrea Burke |
April 27, 2026
(Subsections 127(1) and 127(8) of the Securities Act, RSO 1990, c S.5)
WHEREAS on April 27, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider a request from Adam Joseph Arquette and Arquette Insurance and Wealth Management for an adjournment of the hearing to consider the Ontario Securities Commission's motion to extend a temporary order of the Commission dated October 27, 2025, and extended on November 10, 2025 (the Motion);
ON READING the correspondence from the parties, and on hearing the submissions of the representative for the Commission and Arquette, appearing on his own behalf and on behalf of Arquette Insurance and Wealth Management;
IT IS ORDERED THAT:
1. pursuant to ss. 127(8) and paragraph 2 of ss. 127(1) of the Securities Act (the Act), trading in any securities by Arquette, Arquette Insurance and Wealth Management, or by any person on their behalf, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade, shall cease until 4:30 p.m. on May 20, 2026;
2. pursuant to ss. 127(8) and paragraph 3 of ss. 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Arquette or Arquette Insurance and Wealth Management until 4:30 p.m. on May 20, 2026;
3. by 4:30 p.m. on May 12, 2026, Arquette shall notify the Commission and the Registrar as to his and Arquette Insurance and Wealth Management's position on the Motion;
4. if necessary, by 4:30 p.m. on May 13, 2026, the parties shall notify the Registrar regarding a mutually agreed upon timeline for the exchange and filing of additional materials for the Motion; and
5. the hearing of the Motion is scheduled for May 20, 2026, at 10:00 a.m., by videoconference, or on such other date and time as may be agreed to by the parties and set by the Registrar.
Notice of Coming into Force of Amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators and OSC Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators related to Assurance Reports
April 30, 2026
On May 5, 2026, pursuant to section 143.4 of the Securities Act (Ontario) and section 69 of the Commodity Futures Act (Ontario), amendments to the following rules will come into force:
• Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, and
• Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators (collectively, the Amendments).
The Amendments relate to assurance reports for designated benchmarks.
The Amendments, as well as related changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators and Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators (collectively, the CP Changes), were published in the Bulletin on February 19, 2026. The same material is being published today in Chapter B.5 of this Bulletin.
The CP Changes will also become effective on May 5, 2026.
Please refer your questions to either of the following:
Michael Bennett |
Darren Sutherland |
Senior Legal Counsel, Corporate Finance |
Senior Accountant, Corporate Finance |
mbennett@osc.ca |
dsutherland@osc.ca |
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
March 31, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories, and Nunavut.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-126
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2026 BCSECCOM 130
April 24, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is a reporting issuer under the laws of British Columbia, Alberta and Ontario;
2. the Filer was incorporated under the Business Corporations Act (British Columbia) (the BCBCA);
3. the Filer's registered and records office is located in Vancouver, British Columbia;
4. pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the BCBCA, effective March 9, 2026, Nascent Exploration Pty Ltd (the Purchaser) beneficially acquired all of the issued and outstanding common shares of the Filer not already owned by the Purchaser (the Filer Shares) all upon the terms and conditions of the arrangement agreement dated December 13, 2025 between the Filer, the Purchaser and Fortescue Ltd (the Arrangement);
5. immediately upon the completion of the Arrangement on March 9, 2026, the Filer became a wholly-owned subsidiary of the Purchaser;
6. the Filer Shares were delisted from the TSX effective at the close of business on March 10, 2026 and withdrawn from the OTCQX in the United States and from the Bolsa de Valores de Lima exchange in Peru effective at the close of business on March 10, 2026 and March 12, 2026, respectively;
7. the Filer has no intention to seek public financing by way of an offering of securities;
8. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
9. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
10. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
11. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
12. the Filer is not in default of securities legislation in any jurisdiction other than its obligation to file on or before March 31, 2026 its audited annual financial statements and related management's discussion and analysis and its annual information form for the year ended December 31, 2025, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings);
13. the deadline to file the Filings did not arise until after the completion of the Arrangement;
14. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) because it is in default for failure to file the Filings; and
15. except for the fact that the Filer failed to file the Filings, the Filer would be eligible for the simplified procedure under NP 11-206.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-113
Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements, associated management's discussion and analysis and certifications of the foregoing filings -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement -- issuer will use proceeds from the private placement to bring itself into compliance with its continuous disclosure obligations, pay outstanding filing fees and for working capital purposes -- partial revocation granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.
1. LNG Energy Group Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 7, 2025.
2. The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO pursuant to section 144 of the Securities Act (Ontario) (the Act).
Terms defined in National Instrument 14-101 Definitions or National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
3. This decision is based on the following facts represented by the Issuer:
a. The Issuer was incorporated on March 6, 2020 pursuant to the Business Corporations Act (British Columbia) under the name "Mind Cure Health Inc." On August 15, 2023, the Issuer was continued under the Business Corporations Act (Ontario). On September 12, 2023, the Issuer changed its name to "LNG Energy Group Corp."
b. The address of the Issuer's head, principal, and registered office is located at Bay Adelaide Centre -- North Tower, 40 Temperance St Suite 3200, Toronto, Ontario, M5H 0B4.
c. The authorized capital of the Issuer consists of an unlimited number of common shares (Common Shares) and an unlimited number of preferred shares (Preferred Shares). As of the date hereof, the Issuer has 155,751,837 Common Shares and no Preferred Shares issued and outstanding. In addition, the Issuer has 84,033,735 warrants (Warrants), 15,510,807 deferred share units and 15,080,807 options to acquire Common Shares outstanding.
d. The Issuer is a reporting issuer under the securities legislation of each of the provinces of Canada, excluding Quebec (collectively, the Regulators).
e. The Issuer's Common Shares are listed and posted for trading on: (i) the TSX Venture Exchange (the TSXV) under the ticker symbol "LNGE", (ii) the Frankfurt Stock Exchange under the ticker symbol "E26" and (iii) the OTCQB under the ticker symbol "LNGNF". In addition, the Issuer's Warrants are listed on the TSXV under the ticker symbol "LNGE.WT". In connection with the issuance of the FFCTO, the TSXV suspended trading of the Issuer's Common Shares and Warrants. The securities of the Issuer are not listed or quoted on any other exchange or marketplace in Canada or elsewhere.
f. The FFCTO was issued by the Principal Regulator under section 127(1) of the Act as a result of the Issuer's failure to file the following continuous disclosure materials as required by applicable securities law:
(i) audited annual financial statements for the year ended December 31, 2024;
(ii) management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2024; and
(iii) certification of the foregoing filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109) (collectively, the Unfiled Documents).
g. The Unfiled Documents were not filed in a timely manner as a result of financial difficulties.
h. Subsequent to the issuance of the FFCTO, the Issuer also failed to file the following documents:
(i) unaudited interim financial statements for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025;
(ii) management's discussion & analysis relating to the unaudited interim financial statements for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025;
(iii) certification of the foregoing filings as required by NI 52-109;
(iv) the disclosure required by Form 51-102F6V Statement of Executive Compensation -- Venture Issuers for the year ended December 31, 2024; and
(v) Form 51-101F1, Form 51-101F2 and Form 51-101F3, as required by National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities, for the year ended December 31, 2024 (together with the Unfiled Documents, the Unfiled Continuous Disclosure).
i. The Issuer notes that, notwithstanding its status as a "venture issuer" under National Instrument 51-102 -- Continuous Disclosure Obligations and the absence of any requirement to file an annual information form, it has voluntarily filed annual information forms in the past. The Issuer does not presently intend to file additional annual information forms in connection with the partial revocation order being sought.
j. Other than its failure to file the Unfiled Continuous Disclosure, the Issuer advises that it is not in default of any of the requirements of applicable securities legislation or the rules and regulations made pursuant thereto, that the Issuer is not in default of the FFCTO, and that the Issuer's SEDAR+ and SEDI profiles are up to date.
k. The Issuer is seeking a partial revocation of the FFCTO to permit the Issuer to conduct a private placement offering of units (the Units) of the Issuer for aggregate gross proceeds of up to $2,000,000 (the Private Placement). Subject to market conditions at the time of the Private Placement, each Unit is expected to be priced at $0.05 and will comprise one Common Share and one Common Share purchase warrant (a 2026 Warrant) with each 2026 Warrant being exercisable to acquire one Common Share at an expected price of $0.10 per share (subject to market conditions at the time of the Private Placement) for a period of 36 months following the closing date of the Private Placement. The Private Placement will be conducted on a prospectus exempt basis with investors: (i) resident in Canada in reliance on, and in accordance with, the accredited investor exemption in section 73.3 of the Act or section 2.3 of National Instrument 45-106 -- Prospectus Exemptions, as applicable; (ii) in the United States pursuant to available exemptions from United States registration requirements and in accordance with OSC Rule 72-503 Distributions Outside Canada (OSC Rule 72-503); and (iii) in such offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with OSC Rule 72-503 and applicable laws.
l. Completion of the Private Placement is intended to enable the Issuer to raise the funds necessary to resolve outstanding fees and to prepare and file the Unfiled Continuous Disclosure within a reasonable period thereafter. The Issuer also intends to apply to the Principal Regulator for a full revocation of the FFCTO within the same time period.
m. In addition, the Issuer intends to use the proceeds of the Private Placement to ensure that it is able to meet its upcoming continuous disclosure obligations for the year ended December 31, 2025 and thereafter. The remaining proceeds of the Private Placement will be used for general working capital purposes.
n. The Private Placement will be subject to the approval of the TSXV and will be completed in accordance with all applicable laws.
o. The Issuer intends to allocate the proceeds from the Private Placement as follows:
Description
Cost (thousands)
Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents;
$1,000
Costs and fees associated with the Private Placement;
$100
Legacy accounts payable, including accounting and legal fees, consulting fees and outstanding transfer agent fees;
$300
Working capital and general and administrative expenses;
- Salaries;
$315
- Travel, IT, telecommunication and administrative expenses;
$172
- Rent; and
$42
- Insurance; and
$31
Filing fees associated with filing the Unfiled Documents and the application for full revocation of the FFCTO, including fees payable to the Regulators, including (i) all amounts owing to the Regulators for unpaid participation fees, filing fees and late fees, and (ii) all amounts payable to the Regulators for participation fees, filing fees and late fees when the Issuer files its late annual filings for the years ended December 31, 2024 and December 31, 2025, and any other continuous disclosure documents, fees payable to TSXV with respect to the reinstatement of trading on TSXV and the Private Placement.
$40
Total:
$2,000
p. The Issuer reasonably believes that, although there can be no assurance that the Private Placement will be completed in full, completion of the Private Placement as proposed herein would generate sufficient proceeds to permit the Issuer to bring its continuous disclosure obligations, including the Unfiled Continuous Disclosure, up to date, to satisfy all related outstanding fees (including those associated with an application for a full revocation of the FFCTO), to apply for a full revocation of the FFCTO, and to provide sufficient working capital to continue its business until the FFCTO has been fully revoked.
q. As the Private Placement would involve a trade of securities and acts in furtherance of a trade, the Private Placement cannot be completed without a partial revocation of the FFCTO.
r. The Private Placement will be completed in accordance with all applicable laws. Prior to completion of the Private Placement, the Issuer agrees to:
(i) provide any investor to the Private Placement with a copy of the FFCTO and a copy of the partial revocation order; and
(ii) obtain from each investor in connection with the Private Placement a signed and dated acknowledgment, which will be provided upon request to the Principal Regulator, which clearly states that all of the Issuer's securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
s. Upon issuance of this partial revocation order, the Issuer agrees to issue a press release announcing this partial revocation order and the intention to complete the Private Placement. Upon completion of the Private Placement, the Issuer will issue a press release and file a material change report, in accordance with applicable securities laws. As other material events transpire, the Issuer will issue appropriate press releases and file material change reports, as applicable.
t. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public. Notwithstanding the foregoing, and for greater certainty, the Issuer notes that in March 2025, prior to the issuance of the FFCTO, the Issuer replaced Computershare Investor Services Inc. with Odyssey Trust Company as the registrar and transfer agent of the Company.
4. The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Private Placement, provided that:
a. prior to the completion of the Private Placement, the Issuer will:
(i) provide to each investor participating in the Private Placement with a copy of the FFCTO;
(ii) provide to each investor participating in the Private Placement with a copy of this partial revocation order; and
(iii) obtain a signed and dated acknowledgement from each investor participating in the Private Placement that clearly states that the securities of the Issuer acquired by the investors participating in the Private Placement will remain subject to the FFCTO until a full revocation order is granted, and that a partial revocation of the FFCTO does not guarantee the issuance of a full revocation order in the future;
b. the Issuer will make available a copy of the written acknowledgements referred to in paragraph 5(a)(iii) above to staff of the Principal Regulator on request; and
c. this partial revocation order only varies the FFCTO and does not provide an exemption from the prospectus requirement.
6. This order will terminate on the earlier of:
(i) the completion of the Private Placement; and
(ii) 90 days from the date hereof.
DATED at Toronto Ontario on this 23rd day of April, 2026.
OSC File #: 2026-110
Waratah Capital Advisors Ltd. and The Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from subparagraphs 2.6.1(1)(c)(iv), 2.6.1(1)(c)(v), and section 2.6.2 to permit certain alternative mutual funds to short sell beyond a "government security" as defined in NI 81-102 to also include an evidence of indebtedness issued, or fully and unconditionally guaranteed as to principal and interest, by any of the federal government of the United Kingdom or the federal government of Germany, up to a maximum of 300% of its NAV, subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(iv), 2.6.1(1)(c)(v), 2.6.2, and 19.1.
April 21, 2026
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of the funds listed in Schedule "A" hereto (the Existing Funds) and any additional alternative mutual funds (the Future Funds, and together with the Existing Funds, the Funds) of which the Filer or an affiliate of the Filer may be the manager, portfolio advisor and/or trustee for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants relief to each of the Funds from the following restrictions in of National Instrument 81-102 -- Investment Funds (NI 81-102):
(a) subparagraph 2.6.1(1)(c)(iv) of NI 81-102, which restricts a Fund from short selling the securities of single issuer, other than government securities (as such term is defined in NI 81-102), to not more than 10% of the NAV of the Fund;
(b) subparagraph 2.6.1(1)(c)(v) of NI 8-102, which restricts a Fund from selling a security short if, at the time, the aggregate market value of the securities sold short by the Fund exceeds 50% of the Fund's NAV (modified to 100% of the Fund's NAV by the Current Decision, as defined below); and
(c) section 2.6.2 of NI 81-102, which states that a Fund shall not borrow cash or sell securities short if, immediately after entering into a cash borrowing or short selling transaction, the aggregate value of cash borrowed combined with the aggregate market value of the securities sold short by the Fund would exceed 50% of the Fund's NAV,
in order to permit each Fund to short sell Government Securities (as defined below) up to a maximum of 300% of its NAV (collectively, the Requested Relief).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the principal regulator for this Application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia and the Yukon Territory (together with Ontario, the Jurisdictions).
Terms defined in MI 11-102, National Instrument 14-101 -- Definitions, NI 81-102, National Instrument 81-107 Independent Review Committee for Investment Funds and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations have the same meaning if used in this decision, unless otherwise defined.
The following terms have the following meanings:
Current Decision means In the Matter of Waratah Capital Advisors Ltd. and Waratah Alternative ESG Fund dated May 19, 2020;
Government Security includes and is limited to: (a) a "government security" as defined in NI 81-102; and (b) an evidence of indebtedness issued, or fully and unconditionally guaranteed as to principal and interest, by any of the federal government of the United Kingdom (UK) or the federal government of Germany;
NAV means net asset value;
Prime Broker means any entity that acts as a lender or borrowing agent, as the case may be, to one or more Funds; and
Prospectus means a simplified prospectus of a Fund prepared in accordance with Form 81-101F1 Contents of Simplified Prospectus under NI 81-101 as the same may be amended from time to time.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of the Province of Ontario, with its head office located at 1133 Yonge Street, 5th Floor, Toronto, Ontario, M4T 2Y7.
2. The Filer is registered as an investment fund manager, portfolio manager and exempt market dealer in the Province of Ontario; an investment fund manager and exempt market dealer in the Province of Québec; and an exempt market dealer in the Provinces of British Columbia, Alberta; Manitoba, Saskatchewan, Nova Scotia and New Brunswick.
3. The Filer, or an affiliate of the Filer, is, or will be, the manager, portfolio advisor and/or trustee of the Funds.
4. The Filer is not in default of applicable securities legislation in any Jurisdiction.
The Funds
1. Each of the Funds is an alternative mutual fund established as a trust and governed by the laws of the Province of Ontario.
2. Each of the Funds is a reporting issuer in each of the Jurisdictions.
3. None of the Existing Funds are in default of any of the requirements of securities legislation in any of the Jurisdictions.
4. Each of the Funds offers, or will offer, as the case may be, one or more classes of mutual fund units.
5. Each of the Funds is, or will be, as the case may be, an alternative mutual fund (as defined in NI 81-102) governed by the provisions of NI 81-102, subject to any relief therefrom granted by the Current Decision or other relief as may be granted by the securities regulatory authorities.
6. Each of the Existing Funds has filed and been receipted for a Prospectus qualifying the units of the Existing Funds for distribution to the public in each of the Jurisdictions.
7. The investment objective(s) of each of the Funds is, or will be, as the case may be, set out in the Prospectus of the applicable Fund.
Interest Rate Risk Hedging Strategy
8. Each of the Funds invests, or will invest, in fixed income instruments of issuers located in Canada and the U.S. and seeks, or will seek, to hedge its interest rate exposure by using a short-selling hedging strategy. Since the value of fixed income securities is influenced by interest rate changes (i.e., bond prices usually decrease as interest rates increase, while bond prices usually increase as interest rates decrease), interest rate volatility can adversely affect a Fund's performance and impede its ability to achieve stable risk-adjusted returns in a manner that is consistent with its investment objectives.
9. In order to hedge against the inherent interest rate risk associated with fixed income securities invested in by the Funds, the Filer enters into, or will enter into, short selling arrangements relating to Government Securities at the same time that the Fund invests, or will invest, in long positions in the fixed income securities (the Interest Rate Risk Hedging Strategy).
The Requested Relief
10. The short selling limits set forth in subparagraph 2.6.1(1)(c)(v) and section 2.6.2 of NI 81-102 require that the aggregate market value of all securities sold short by a Fund does not exceed 50% of its NAV. The Current Decision increases this short selling limit to 100% of the Fund's NAV.
11. The short selling limits set forth in subparagraph 2.6.1(1)(c)(iv) of NI 81-102 require that the aggregate market value of securities of any one issuer (other than "government securities", as defined in NI 81-102) sold short by a Fund not exceed 10% of the NAV of the Fund.
12. NI 81-102 otherwise permits the Funds to obtain additional leveraged short exposure through the use of specified derivatives , up to aggregate exposure of 300% of the Fund's NAV, in compliance with section 2.9.1 of NI 81-102 (the Aggregate Exposure Limit).
13. The Filer is of the view that the Funds would benefit from supplementing the Current Decision by expanding the definition of "government securities" beyond the definition in NI 81-102 (namely, "an evidence of indebtedness issued, or fully and unconditionally guaranteed as to principal and interest, by any of the government of Canada, the government of a jurisdiction or the government of the United States of America") to include government securities issued by, or fully and unconditionally guaranteed as to principal and interest by, the federal governments of the U.K. and Germany, and to permit a Fund to short sell Government Securities up to a maximum of 300% of its NAV for the following reasons:
(a) the Filer believes that the investment objectives and hedging strategies of the Funds represent an important investment diversification tool for Canadian investors;
(b) in order to provide investors with a high degree of diversification, and in line with their respective investment objectives the Funds invest, or will invest, in a variety of fixed income securities, including corporate debt securities of Canadian, U.S., U.K. and European issuers in their local markets and currencies;
(c) the Filer seeks greater flexibility to implement its Interest Rate Risk Hedging Strategy on behalf of the Funds by short selling a wider variety of government securities than is permitted under the Legislation. The Filer notes that an increased ability to short sell securities issued by, or fully and unconditionally guaranteed as to principal and interest by, the U.K. and/or German governments in particular will enable the Funds to implement and benefit from more effective interest rate risk hedging strategies;
(d) each of the U.K. and Germany is a G7 member alongside Canada and the U.S. and the debt securities of each of these countries remains highly rated by independent credit rating agencies. Currently, the government debt of all four of these countries is rated AA or higher by Standard & Poor's, with similarly high ratings from other major ratings agencies;
(e) German government securities are highly liquid and stable securities that, in the Filer's experience, can effectively be utilized as part of the short selling interest rate risk hedging strategies utilized by the Funds in relation to Euro denominated fixed income securities issued by corporate entities not just within Germany but also the broader European Union;
(f) the markets for securities issued by the governments of the U.K. and Germany are highly developed and can provide superior liquidity and risk mitigation opportunities compared to the use of Canadian and U.S. government securities when the goal is to minimize the risks associated with investments in U.K. and European fixed income securities;
(g) unlike the short selling of equity securities, the total possible loss when short selling government issued securities is quantifiable at time of trade. The total exposure to loss on the short sale of a government security is the sum of all future coupon payments on the security, plus the difference between the trade price and par value of the security. As a result, the Funds are not (or will not be) exposed to any greater risk of significant losses by engaging in the short selling of government securities of the U.K. or Germany;
(h) the Filer has experience managing the strategies described herein in the Existing Funds and in its privately offered investment funds;
(i) while derivatives may be used to manage interest rate risk, the Filer views the use of derivatives in an interest rate risk hedging strategy as more inefficient, complex and potentially riskier than a hedging strategy of managing interest rate risk through the physical short selling of Government Securities which has been demonstrated to be an effective and economically efficient strategy to mitigate the interest rate risk that is inherent in investments in corporate fixed income securities;
(j) the Filer believes that the Funds will not be exposed to any greater risk of significant losses by engaging in the short selling of securities issued by the governments of the U.K. and/or Germany; and
(k) the Filer believes that permitting the Funds to engage in increased short selling of securities issued by the governments of the U.K. and/or Germany in accordance with the terms of the Requested Relief, will maximize the assets of the Funds which can be deployed in furtherance of the investment objectives of the Funds without increasing the risk to the Funds relating to the settlement of such short sale transactions.
14. Each short sale transaction of Government Securities made by a Fund will be consistent with the Fund's investment objectives and investment strategies.
15. Each Fund's aggregate exposure to short selling, cash borrowing and specified derivatives transactions will not exceed 300% of the Fund's NAV, in compliance with the Aggregate Exposure Limit.
16. The Filer and each Fund has, or will, implement the following controls when conducting a short sale transaction:
(a) the Fund will assume the obligation to return to the borrowing agent the securities borrowed to effect the short sale;
(b) the Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;
(c) the Filer will monitor the short positions of the Fund at least as frequently as daily;
(d) the security interest provided by the Fund over any of its assets that is required to enable the Fund to effect a short sale transaction is made in accordance with section 6.8.1 of NI 81-102 and with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;
(e) the Fund will maintain appropriate internal controls regarding short sales, including written policies and procedures for the conduct of short sales, risk management controls and proper books and records; and
(f) the Filer and the Funds will keep proper books and records of short sales and all of its assets deposited with borrowing agents as security.
17. Each Fund's Prospectus will contain adequate disclosure of the Fund's short selling activities, including the material terms of the Requested Relief and any additional risk factors created as a result of the Requested Relief.
18. The Filer will continue to comply with the terms of the Current Decision except as modified by the Requested Relief.
19. The Filer submits that it would not be prejudicial to the public interest to grant the Requested Relief.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that:
(a) each short sale will be made consistent with the Fund's investment objectives, Interest Rate Risk Hedging Strategy and other investment strategies;
(b) the Requested Relief will apply (i) only to short sales of Government Securities; and (ii) only as part of the Fund's Interest Rate Risk Hedging Strategy;
(c) each Fund will otherwise comply with all of the requirements applicable to alternative mutual funds in subsections 2.6.1 and 2.6.2 of NI 81-102, subject to any relief granted therefrom by the securities regulatory authorities;
(d) a Fund's aggregate exposure to short selling, cash borrowing and specified derivatives used for purposes other than hedging will not exceed the Aggregate Exposure Limit; and
(e) each Fund's Prospectus will disclose that the Fund is able to short sell Government Securities (as defined above) in an amount up to 300% of the Fund's NAV, including the material terms of this decision.
Application File #: 2026-117
SEDAR Project #: 06409600
Waratah Core Fund
Waratah Alternative Income Fund
Waratah Yield Fund
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from sections 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1) and 15.1.1 of National Instrument 81-102 Investment Funds to permit new prospectus qualified alternative mutual funds that have not distributed securities under a simplified prospectus in a jurisdiction for 12 consecutive months to include in their sales communications past performance data relating to a period when the funds' securities were previously distributed to investors on a prospectus-exempt basis and to use this past performance data to calculate their investment risk level in accordance with Appendix F Investment Risk Classification Methodology -- Each new alternative mutual fund is managed substantially similarly after it became a reporting issuer as it was during the period prior to becoming a reporting issuer and has substantially similar investment objectives and fee structure.
Relief granted from section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure for the purposes of the relief requested from (i) Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus to permit each new alternative mutual funds to use the past performance data for a period when its securities were offered on a prospectus-exempt basis to calculate its investment risk ratings in its simplified prospectus, (ii) Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document to permit two alternative mutual funds to include in its fund facts document past performance data for a period when the funds were offered on a prospectus-exempt basis, (iii) Item 2 of Part I and Item 1.3 of Part II of Form 81-101F3 to permit each alternative mutual fund to include in its fund facts documents certain financial data, including the management expense ratio and trading expense ratio, for its units notwithstanding that the funds have not yet filed a management report of fund performance, and (iv) Item 4 of Form 81-101F3 to permit each alternative mutual funds to disclose its investment risk level as determined by including its past performance data in accordance with Appendix F Investment Risk Classification Methodology.
Relief granted from section 4.4 of National Instrument 81-106 Investment Fund Continuous Disclosure for the purposes of the relief requested from Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1, and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, to permit each alternative mutual fund to include in its annual and interim management reports of fund performance the past performance and financial data relating to a period when the funds were previously offered on a prospectus-exempt basis.
National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1), and 15.1.1 and 19.1.
National Instrument 81-101 Investment Fund Prospectus Disclosure, ss. 2.1 and 6.1.
Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus.
Item 2, 4 and 5 of Part I and Item 1.3 of Part II of Form 81-101F3 Contents of Fund Facts Document.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1.
Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance.
Citation: Re NCM Asset Management Ltd., 2026 ABASC 50
April 20, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer, on behalf of Kipling Strategic Income Fund, Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund (the Proposed Alternative Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) that exempts the Proposed Alternative Funds from
(a) subsection 15.3(2), paragraph 15.3(4)(c), subparagraph 15.6(1)(a)(i), and paragraphs 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) to permit each Proposed Alternative Fund to include its past performance data in its sales communications notwithstanding that the past performance data will relate to a period prior to the Proposed Alternative Fund offering its units under a simplified prospectus,
(b) paragraph 15.1.1(a) of NI 81-102 and items 2 and 4 of Appendix F Investment Risk Classification Methodology to NI 81-102 (the Risk Classification Methodology) to permit each Proposed Alternative Fund to include its past performance in determining its investment risk level in accordance with the Risk Classification Methodology,
(c) paragraph 15.1.1(b) of NI 81-102 and item 4(2)(a) and instruction (1) of item 4 of Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3) to permit each Proposed Alternative Fund to disclose its investment risk level as determined by including its past performance data in accordance with the Risk Classification Methodology,
(d) item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1), to permit each Proposed Alternative Fund to use its past performance data to calculate its investment risk rating in its simplified prospectus,
(e) section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure for the purposes of the relief requested herein from Form 81-101F1 and Form 81-101F3,
(f) items 5(2), 5(3) and 5(4) and instruction (1) of Part I of Form 81-101F3 in respect of the requirement to comply with subsection 15.3(2), paragraph 15.3(4)(c), subparagraph 15.6(1)(a)(i), and paragraphs 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1) of NI 81-102 to permit each Proposed Alternative Fund to include in its fund facts documents the past performance data of the Proposed Alternative Fund notwithstanding that such performance data relates to a period prior to the Proposed Alternative Fund offering its units under a simplified prospectus and that the Proposed Alternative Fund has not distributed its units under a simplified prospectus for 12 consecutive months,
(g) items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and items 3(1) and 4 of Part C, of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1) to permit the Proposed Alternative Funds to include in their annual and interim management reports of fund performance (MRFPs) the past performance and financial data relating to a period prior to the Proposed Alternative Funds offering their units under a simplified prospectus,
(h) section 4.4 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) for the purposes of the relief requested herein from Form 81-106F1 (together, with relief under paragraph (g), the NI 81-106 Relief), and
(i) instruction (3) of item 2 of Part I, items 1.3(2), 1.3(3) and 1.3(4) of Part II, and instructions (3), (5) and (7.1) of item 1.3 of Part II of Form 81-101F3 to permit the Proposed Alternative Funds to include in their respective fund facts certain financial data, including the management expense ratio and trading expense ratio, for each series of units of the Proposed Alternative Funds notwithstanding that they have not yet filed an MRFP
(collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application),
(a) the Alberta Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice pursuant to subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) that the Exemption Sought is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut, and
(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions, MI 11-102, and NI 81-102 Investment Funds have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation continued under the federal laws of Canada with its head office in Calgary, Alberta.
2. The Filer is registered as an investment fund manager in Alberta, Newfoundland and Labrador, Ontario, and Québec, and a portfolio manager in Alberta and Ontario.
3. The Filer is the investment fund manager of each of the Proposed Alternative Funds.
4. The Filer is not in default of securities legislation in any jurisdiction of Canada.
The Proposed Alternative Funds
5. Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund are each an investment trust established under the laws of Ontario on August 29, 2025.
6. Kipling Fund was an investment trust established under the laws of Alberta by Cumberland Private Wealth Management Inc., an affiliate of the Filer, on October 1, 2014, and was governed by the laws of Alberta. Kipling Fund consisted of two classes of units: Kipling Global Enhanced Dividend Fund class (Dividend Class) and Kipling Global Enhanced Growth Fund class (Growth Class). The Dividend Class and the Growth Class each offered two series of units: Series F, offered for sale on October 1, 2014, and Series M, offered for sale on August 5, 2016 (each, with respect to units of the Kipling Fund, an Initial Effective Date).
7. The Kipling Fund was merged into the newly established Kipling Global Enhanced Growth Fund pursuant to a merger agreement dated November 7, 2025 (the Merger), and a qualifying disposition transfer deed was entered into between Kipling Global Enhanced Growth Fund and Kipling Global Enhanced Dividend Fund on November 7, 2025 (the Qualifying Disposition).
8. The effect of the Merger and the Qualifying Disposition was that all the assets of the Dividend Class and Growth Class were acquired by the Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund, respectively. The unitholders of the Dividend Class and the Growth Class became unitholders of the Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund, respectively (the Reorganization).
9. The Reorganization did not result in any change in the investment objectives or day-to-day administration of the Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund as compared to the Dividend Class and the Growth Class, respectively.
10. For convenience, all references to Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund include, to the extent applicable, references to the Dividend Class and the Growth Class, respectively.
11. Kipling Strategic Income Fund is an investment trust established by Cumberland Private Wealth Management Inc. on August 5, 2016. It currently consists of two classes of units being Series F and Series M units which were first offered for sale on October 1, 2014 and August 5, 2016, respectively (each, with respect to the Kipling Strategic Income Fund, an Initial Effective Date).
12. Since the commencement of operations of the Dividend Class, the Growth Class and Kipling Strategic Income Fund, their units have been distributed to investors in Canada on a prospectus-exempt basis in accordance with National Instrument 45-106 Prospectus Exemptions.
13. The investment objective of Kipling Global Enhanced Dividend Fund is to provide consistent long-term capital appreciation while outperforming on a risk-adjusted basis. The investment management team constructs an investment strategy that will be long the most attractive stocks and short the most unattractive stocks based on a proprietary security ranking system.
14. The investment objective of Kipling Global Enhanced Growth Fund is to provide consistent long-term capital appreciation while outperforming on a risk-adjusted basis. The investment management team constructs an investment strategy that will be long the most attractive stocks and short the most unattractive stocks based on a proprietary security ranking system.
15. The investment objective of Kipling Strategic Income Fund is to provide unitholders with a steady income while preserving capital and mitigating risk exposure.
16. The Proposed Alternative Funds are not in default of applicable securities legislation in any jurisdiction of Canada.
17. The Filer anticipates filing a simplified prospectus and fund facts (collectively, the Disclosure Documents) in order to qualify the units of the Proposed Alternative Funds for distribution to the public and that upon issuance of a final receipt for the Disclosure Documents, each of the Proposed Alternative Funds will be a reporting issuer in each jurisdiction of Canada.
18. Subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, the Proposed Alternative Funds will become subject to the requirements of NI 81-102 that relate to alternative mutual funds and the requirements of NI 81-106 that apply to investment funds that are reporting issuers.
19. Each Proposed Alternative Fund will, after it becomes a reporting issuer, be managed in a manner which is substantially similar to the manner in which it was managed during the period commencing as of the Initial Effective Date until the date on which it becomes a reporting issuer. At the time each Proposed Alternative Fund becomes a reporting issuer,
(a) no material changes will be made to its fundamental investment objective(s),
(b) its fees will not change,
(c) its day-to-day administration will not change, other than to comply with additional regulatory requirements associated with being a reporting issuer (none of which impact the portfolio management of each Proposed Alternative Fund), subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities,
(d) the management expense ratio of each Proposed Alternative Fund is initially expected to increase by a negligible amount but decrease over time with increased distribution of the Proposed Alternative Fund, and
(e) the trading expense ratio of each Proposed Alternative Fund is not expected to change.
20. Subject to any exemptions that have been granted by the applicable securities regulatory authorities, each Proposed Alternative Fund has complied with the investment restrictions and practices contained in NI 81-102, that relate to alternative mutual funds, since inception.
Reasons for the Exemption Sought
21. The Filer proposes that the past performance data for the time period between the Initial Effective Date and the date on which the Proposed Alternative Funds receive a final receipt for the Disclosure Documents, which represents the actual performance data for the units of the Funds, be used as the past performance data of the units of the Funds during such period. The only difference in performance between the Series F units and Series M units of a Proposed Alternative Fund since the Initial Effective Date would have been due to the different management fees paid by each such class of units of each of the Proposed Alternative Funds, as the same administration fee is charged to each class of units to pay for certain operating expenses of each of the Proposed Alternative Funds.
22. The Filer proposes to present each Proposed Alternative Fund's past performance data for the time period commencing as of the Initial Effective Date, including as set out above in paragraph 25, as the performance data of the Series F units and Series M units of the Proposed Alternative Fund in the sales communications relating to such series of units of the Proposed Alternative Fund. Without the Exemption Sought, the sales communications pertaining to each of the Proposed Alternative Funds would not be permitted to include past performance data of the Proposed Alternative Fund that relates to a period prior to the Proposed Alternative Fund becoming a reporting issuer, and each Proposed Alternative Fund would not be permitted to provide past performance data in its sales communications until it has distributed securities under a simplified prospectus for at least 12 consecutive months.
23. The Filer proposes to use each Proposed Alternative Fund's past performance data for the time period commencing as of the Initial Effective Date to determine the investment risk level of the Series F units and Series M units of the Proposed Alternative Fund and to disclose that investment risk level in its Disclosure Documents for each such series of units of the Proposed Alternative Fund. Without the Exemption Sought, the Filer, in determining and disclosing each Proposed Alternative Fund's investment risk level in its Disclosure Documents for the Series F units and Series M units of the Fund, would not be permitted to use the past performance data of the Proposed Alternative Fund that relates to a period prior to the Proposed Alternative Fund becoming a reporting issuer.
24. The Filer proposes to include in the fund facts for each series of units of each of the Proposed Alternative Funds the past performance data for the time period commencing as of the Initial Effective Date in the charts required by items 5(2), 5(3) and 5(4) of Form 81-101F3 under the sub-headings "Year-by-year returns", "Best and worst 3-month returns" and "Average return", respectively, related to the periods prior to the Proposed Alternative Fund becoming a reporting issuer in each jurisdiction of Canada. Without the Exemption Sought, the Proposed Alternative Funds would not be permitted to include in their fund facts past performance data that relates to a period prior to such Proposed Alternative Fund becoming a reporting issuer.
25. The Filer proposes to use the management expense ratio, trading expense ratio and fund expenses of the units of each of the Proposed Alternative Funds that relate to a period prior to it becoming a reporting issuer in the "Fund expenses" sections of the fund facts documents. Without the Exemption Sought, the fund facts documents for the Proposed Alternative Funds cannot include the management expense ratio, trading expense ratio and fund expenses of each series of units of the Proposed Alternative Funds that relate to a period prior to it becoming a reporting issuer.
26. As a reporting issuer, each of the Proposed Alternative Funds will be required under NI 81-106 to prepare and send MRFPs to all holders of its units on a semi-annual basis. Without the Exemption Sought, the Proposed Alternative Funds would not be permitted to include in their MRFPs, financial highlights and the past performance data of the Proposed Alternative Funds that relates to a period prior to a Proposed Alternative Fund becoming a reporting issuer.
27. The past performance data and other financial data of the Proposed Alternative Funds for the time period commencing as of the Initial Effective Date and before a Proposed Alternative Fund became a reporting issuer is significant and meaningful information for existing and prospective investors of units of the Proposed Alternative Funds.
28. The Filer believes that reference to the performance data of a Proposed Alternative Fund for the period prior to the Proposed Alternative Fund becoming a reporting issuer would not be misleading to investors provided that the Proposed Alternative Fund includes appropriate disclaimers to such effect.
29. For investors who had subscribed for units prior to the Proposed Alternative Funds becoming reporting issuers, the Exemption Sought provides continuity to their experience as an investor in the Proposed Alternative Funds and allows them to measure the performance and compare financial data from the time of their initial investment.
30. Prior to the Proposed Alternative Funds becoming reporting issuers, unitholders of the Proposed Alternative Funds had access to the historical performance data and financial statements of the Proposed Alternative Funds through reports made available by the Filer. The Filer believes that it is important that all existing and prospective investors have access to the same information in respect of the Proposed Alternative Funds with regards to the period commencing as of the Initial Effective Dates.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
(a) any sales communication, Disclosure Document and MRFP that contains past performance data of the units of a Proposed Alternative Fund relating to a period of time prior to when the Proposed Alternative Fund was a reporting issuer discloses that:
(i) the Proposed Alternative Fund was not a reporting issuer during such period;
(ii) the expenses of the Proposed Alternative Fund would have been higher during such period had the Proposed Alternative Fund been subject to the additional regulatory requirements applicable to a reporting issuer;
(iii) the Filer obtained exemptive relief on behalf of the Proposed Alternative Fund to permit the disclosure of past performance data of the units of the Proposed Alternative Fund relating to a period prior to when the Proposed Alternative Fund was a reporting issuer;
(iv) with respect to any MRFP, the financial statements of the Proposed Alternative Fund for such period are posted on the Filer's website and are available to investors upon request;
(b) the management expense ratio and the trading expense ratio disclosed in any fund facts document are calculated as if the Proposed Alternative Fund had filed an annual MRFP for its most recently completed financial year and as if, in doing so, it had relied on the NI 81-106 Relief; and
(c) the Filer posts the financial statements of the Proposed Alternative Fund since the Initial Effective Dates on each Fund's designated website and delivers those financial statements to investors upon request.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure to permit simplified prospectus of alternative mutual funds to be consolidated with simplified prospectus of mutual funds that are not alternative mutual funds.
National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1.
Citation: Re NCM Asset Management Ltd., 2026 ABASC 51
April 20, 2026
The securities regulatory authority or regulator in each of the Jurisdictions has received an application from the Filer, on behalf of Kipling Strategic Income Fund, Kipling Global Enhanced Dividend Fund and Kipling Global Enhanced Growth Fund (the Proposed Alternative Funds), as well as any alternative mutual fund established or restructured in the future and managed by the Filer or an affiliate of or successor to the Filer (together with the Proposed Alternative Funds, each, an Alternative Fund and collectively, the Alternative Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) that grants relief to the Alternative Funds from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application),
(a) the Alberta Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut, and
(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 81-101, and National Instrument 81-102 Investment Funds (NI 81-102) have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation continued under the federal laws of Canada. The Filer's head office is located in Calgary, Alberta.
2. The Filer is registered as (a) an investment fund manager (IFM) in each of Alberta, Newfoundland and Labrador, Ontario, and Québec, and (b) a portfolio manager in each of Alberta and Ontario.
3. The Filer or an affiliate of the Filer is or will be the IFM of each Alternative Fund.
4. The Filer is not in default of applicable securities legislation in any jurisdiction of Canada.
The Alternative Funds
5. Each Alternative Fund is, or will be, established under the laws of Alberta, Ontario or Canada as a mutual fund that is a trust or a class of shares of a mutual fund corporation and is, or will be, a reporting issuer in one or more of the jurisdictions of Canada.
6. The Proposed Alternative Funds are not in default of applicable securities legislation in any jurisdiction of Canada.
7. The securities of each Alternative Fund will be qualified for distribution in one or more of the jurisdictions of Canada using a simplified prospectus and fund facts document prepared and filed in accordance with the securities legislation of such jurisdictions of Canada. Each Alternative Fund will be subject to the requirements of NI 81-101 and NI 81-102.
Reasons for the Exemption Sought
8. The Filer wishes to combine the simplified prospectus of the Alternative Funds with the simplified prospectus of the mutual funds existing today or created in the future (i) that are reporting issuers to which NI 81-101 and NI 81-102 apply, (ii) that are not alternative mutual funds, and (iii) for which the Filer, or an affiliate of the Filer, acts or will act as the IFM (the Conventional Funds) in order to reduce renewal, printing and related costs. Offering the Alternative Funds using the same simplified prospectus as the Conventional Funds would facilitate the distribution of the Alternative Funds under the same prospectus disclosure and enable the Filer to streamline disclosure across the Filer's fund platform.
9. Even though the Alternative Funds are, or will be, alternative mutual funds, they will share many common operational and administrative features with the Conventional Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Alternative Funds and the Conventional Funds.
10. The ability to file the same simplified prospectus for the Alternative Funds and the Conventional Funds will ensure that the Filer can make corresponding changes to the operational and administrative features of the Alternative Funds and the Conventional Funds in a consistent manner, if required.
11. Investors will continue to receive the fund facts document(s) when purchasing securities of the Alternative Funds or the Conventional Funds as required by applicable securities legislation. The form and content of the fund facts document(s) of the Alternative Funds and the Conventional Funds will not change as a result of the Exemption Sought.
12. The simplified prospectus of the Alternative Funds and the Conventional Funds will continue to be provided to investors, upon request, as required by applicable securities legislation.
13. National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not contain a provision equivalent to subsection 5.1(4) of NI 81-101. Accordingly, an IFM that manages exchange-traded funds (ETFs) is permitted to consolidate a prospectus under NI 41-101 for its ETFs that are alternative mutual funds with a prospectus for its ETFs that are conventional mutual funds. There is no reason mutual funds filing a simplified prospectus under NI 81-101 should be treated differently from ETFs filing a prospectus under NI 41-101.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted.
True Exposure Investments, Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- conventional and alternative mutual funds granted relief from subsection 6.1(1) of National Instrument 81-102 Investment Funds, to clarify that short sale proceeds are excluded for the purposes of calculating non-custodial borrowing agent collateral limits under section 6.8.1 of National Instrument 81-102 Investment Funds -- relief subject to conditions.
National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.8.1 and 19.1.
April 21, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the TRU.X Exogenous Risk Pool (the Existing Fund) and any other mutual fund or alternative mutual fund that is or may be managed by the Filer now or in the future that offer ETF Securities (as defined below) either alone or along with Mutual Fund Securities (as defined below) (collectively, the Future Funds and together with the Existing Fund, the Funds, and each, a Fund), for a decision under the securities legislation of the Jurisdiction (the Legislation) that exempts each Fund from the requirement in subsection 6.1(1) of National Instrument 81-102 Investment Funds (NI 81-102) that, except as provided in section 6.8.1 of NI 81-102, all portfolio assets of a Fund be held under the custodianship of one qualified custodian, to permit the Fund to deposit portfolio assets with a borrowing agent that is not the Fund's custodian or sub-custodian in connection with a short sale of securities, if the aggregate market value of the portfolio assets held by the borrowing agent after such deposit, excluding the aggregate market value of the proceeds from outstanding short sales of securities held by the borrowing agent, (i) in the case of a Fund that is a mutual fund, other than an alternative mutual fund, does not exceed 10% of the Fund's net asset value (the NAV) at the time of deposit, or (ii) in the case of a Fund that is an alternative mutual fund, does not exceed 25% of the Fund's NAV (each a Short Sale Collateral Limit) at the time of deposit (the Short Sale Collateral Relief).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than Ontario (together with Ontario, the Jurisdictions).
Capitalized terms used herein have the meaning ascribed thereto below (or in MI 11-102, National Instrument 14-101 Definitions and NI 81-102, as applicable) unless otherwise defined in this decision:
(a) ETF Facts means an ETF facts document prepared, filed and delivered in accordance with Part 3B of National Instrument 41-101 General Prospectus Requirements;
(b) ETF Securities means securities of an exchange-traded class of a Fund that will be listed on the TSX or another Marketplace and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1;
(c) Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus;
(d) Fund Facts means a Fund facts document prepared, filed and delivered in accordance with Form 81-101F3 Contents of Fund Facts Document;
(e) Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operation that is located in Canada;
(f) Mutual Fund Securities means securities of a non-exchange-traded class of a Fund that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1;
(g) NI 81-101 means National Instrument 81-101 Mutual Fund Prospectus Disclosure;
(h) Prime Broker means any entity that acts as a lender or borrowing agent, as the case may be, to one or more investment funds;
(i) Securityholders means beneficial or registered holders of Mutual Fund Securities or ETF Securities of a Fund, as applicable; and
(j) TSX means the Toronto Stock Exchange.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the federal laws of Canada. The head office of the Filer is located at 130 King Street West, Suite 1900, Toronto, Canada, M5X 1E3.
2. The Filer is registered as an investment fund manager (IFM) in the Provinces of Ontario, Quebec, and Newfoundland and Labrador.
3. The Filer is the IFM of the Existing Fund and the Filer will be the IFM of the Future Funds.
4. The Filer is not a reporting issuer in any Jurisdiction and is not in default of securities legislation of any of the Jurisdictions.
The Existing Fund
5. The Existing Fund is, and each Future Fund will be, an open-ended mutual fund, established as either a trust or a class of shares of a mutual fund corporation governed by the laws of Ontario and is, or will be, a reporting issuer in the Jurisdictions in which its securities are distributed.
6. The Filer offers Mutual Fund Securities and ETF Securities of the Existing Fund to interested retail investors by means of a simplified prospectus, Fund Facts and ETF Facts, as applicable, as a mutual fund or an alternative mutual fund that complies with the various requirements of NI 81-102 and all other applicable securities legislation, including NI 81-101, National Instrument 81-105 Mutual Fund Sales Practices, National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.
7. The Existing Fund is and each Future Fund will be a reporting issuer in the Jurisdictions in which it offers its Mutual Fund Securities and ETF Securities.
8. The Mutual Fund Securities of the Existing Fund consist of Series F units, Series N units and Series P units. The ETF Securities of the Existing Fund consist of Series E units.
9. Each Fund is and will be subject to NI 81-102 and the Securityholders of each Fund is and will have the right to vote at a meeting of Securityholders in respect of any matter prescribed by NI 81-102.
10. ETF Securities of the Existing Fund are currently listed on the TSX.
11. The Existing Fund is not in default of the Legislation, except for a recent shorting transaction which caused it to inadvertently exceed the applicable Short Sale Collateral Limit. Granting the Short Sale Collateral Relief will remedy this issue.
The Short Sale Collateral Relief
12. As part of its investment strategies, a Fund that engages in short sales of securities is permitted to grant a security interest in favour of and to deposit pledged portfolio assets with its Prime Broker. If a Fund engages as its Prime Broker an entity that is not its custodian or sub-custodian, then a Fund may only deliver to its Prime Broker portfolio assets having a market value, in the aggregate, of not more than 10% of the NAV of the Fund with respect to a mutual fund, other than an alternative mutual fund, or not more than 25% of the NAV of the Fund with respect to an alternative mutual fund, at the time of deposit.
13. A Prime Broker may not wish to act as the borrowing agent for a Fund that has the ability to sell securities short that have an aggregate market value of up to 50% of the Fund's NAV if the Prime Broker is only permitted to hold, as security for such transactions, portfolio assets having an aggregate market value that is not in excess of 10% of the NAV of the Fund with respect to a mutual fund, other than an alternative mutual fund, or 25% of the NAV of the Fund with respect to an alternative mutual fund.
14. Prime Brokers that are qualified to act as a custodian or sub-custodian under NI 81-102 are not widely appointed as custodians or sub-custodians under NI 81-102 as it can be both operationally challenging and costly to appoint them to act in such capacity.
15. Given the typical collateral requirements that Prime Brokers impose on their customers who engage in the short sale of securities, if the Short Sale Collateral Limits apply, the Funds would need to retain multiple Prime Brokers in order to sell short securities to the extent permitted under Section 2.6.1 of NI 81-102 and, if granted, the Short Sale Collateral Relief described above. Managing and overseeing relationships with multiple Prime Brokers introduces unnecessary operational and administrative complexities and additional costs of operation for the Funds.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Short Sale Collateral Relief is granted provided that each Fund otherwise complies with subsections 6.8.1(2) and (3) of NI 81-102.
Application File #: 2026-161
SEDAR+ File #: 6424308
Macdonald Shymko & Company Ltd. and PWL Capital Inc.
Under subsection 4.1(1) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual acts as an officer, partner or director of another firm registered in any jurisdiction of Canada that is not an affiliate of the first-mentioned registered firm or if the individual is registered as a dealing, advising or associate advising representative of another firm registered in any jurisdiction of Canada. The individual will have sufficient time to adequately serve both firms. Conflicts of interest could arise, but the firms will address material conflicts of interest in the best interest of clients. The firms have policies and procedures in place to address material conflicts of interest that may arise as a result of the dual registration in the best interest of clients. The firms are exempted from the prohibition.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, s. 5.4.
Multilateral Instrument 11-102 Passport System, s. 4.7(1).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.
April 13, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation), pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), for an exemption from the restrictions in subsection 4.1(1) of NI 31-103 to permit the chief compliance officer (CCO), advising representatives, and associate advising representatives of MDS, as of the date of the decision, to be registered as dealing representatives of PWL Capital while retaining their existing registrations with MDS for a limited period of time to facilitate a business consolidation between MDS and PWL Capital (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers (AMF) is the principal regulator for this application;
(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Saskatchewan, Nunavut and Yukon; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filers:
PWL Capital
1. PWL Capital is a corporation existing under the Canada Business Corporations Act with its head office located in Montreal, Quebec. PWL Capital is registered under securities laws in Canada as: (i) an investment dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon, and (ii) a derivatives dealer in Québec. PWL Capital is a member of the Canadian Investment Regulatory Organization (CIRO).
2. PWL Capital is a wholly owned subsidiary of PWL Wealth Inc. (PWL Wealth)
3. PWL Capital is not in default of any requirement of securities legislation or derivatives legislation in any of the jurisdictions of Canada.
MDS
4. MDS is a corporation incorporated under the laws of British Columbia, with its head office located in Vancouver, British Columbia. MDS is registered as a portfolio manager in British Columbia, Alberta and Ontario.
5. The British Columbia Securities Commission (BCSC) has given notice pursuant to section 4.6 of MI 11-102 that the AMF is the principal regulator for the application as it relates to MDS.
6. MDS operates the business of providing portfolio management, financial planning and tax preparation services.
7. MDS is not in default of any requirement of securities legislation in any of the jurisdictions of Canada.
8. MDS currently has six registered individuals. Among them, four are registered in the category of advising representative, one is registered in the category of associate advising representative and one is registered in the categories of ultimate designated person (UDP), CCO and advising representative, in the provinces of British Columbia, Alberta and Ontario (collectively, the Representatives).
The Transaction
9. MDS is an affiliate of PWL Capital following the acquisition of the shares of MDS by PWL Wealth, and the transfer of those shares to PWL Capital, on April 1, 2026.
10. The application for the Exemption Sought is made in relation to the transfer of all client accounts of MDS to PWL Capital (the Transaction). In connection with the Transaction, the Representatives are seeking registration as dealing representatives of PWL Capital under the securities legislation of British Columbia, Alberta and Ontario.
11. The Representatives will also apply to be registered in the CIRO approval categories of Portfolio Manager or Associate Portfolio Manager on behalf of PWL Capital, as applicable.
12. The BCSC and CIRO provided their non-objection to the Transaction and the acquisition of the shares of MDS by PWL Wealth on March 18, 2026, thus allowing MDS to initiate the transfer of client accounts in relation to the Transaction to PWL Capital (the Account Transfer Date). MDS will transfer client accounts to PWL Capital in a timely manner.
13. Upon completion of the transfer or closure of all client accounts, MDS will apply to surrender its registration as a portfolio manager.
Dual Registration
14. During the period from the Account Transfer Date to the date that the firm surrender of MDS is accepted, MDS and PWL Capital require the Representatives to be:
(a) CCO of MDS (in the case of one Representative) to facilitate the orderly wind-up of MDS' registerable business and operations and ensure appropriate client account transfer;
(b) advising or associate advising representatives of MDS to provide services in relation to former clients of MDS who will become clients of PWL Capital that are similar to the services they performed on behalf of MDS; and
(c) dealing representatives of PWL Capital.
15. After the Account Transfer Date, the Representative acting as MDS' CCO, will act in such capacity only to comply with regulatory requirements, including working to transfer MDS' client accounts to PWL Capital or to another registered firm.
16. The Filers are aware that not all client accounts will be able to move from MDS to PWL Capital at the same time and as such, some client accounts would be reassigned to the Representatives on a temporary basis. In respect of each client account reassigned to the Representatives on a temporary basis, the Representative will comply with all obligations set out in NI 31-103, including know your client, know your product and suitability determination requirements.
17. The Representatives will have sufficient time and resources to adequately meet their obligations to each of MDS and PWL Capital. The CCO and UDP of each Filer will ensure that the Representatives continue to have sufficient time and resources to adequately serve the respective Filer and its clients.
18. The Filers have in place policies and procedures to address, in the best interest of clients, any conflicts of interest that may arise as a result of the dual registration of the Representatives. Following the transfer of its client accounts to PWL Capital, the activities of MDS will be administrative in nature which should result in there being few, if any, conflicts of interest.
19. The Representatives will be subject to supervision by, and the applicable compliance requirements of, both Filers.
20. PWL Capital has compliance and supervisory policies and procedures in place to monitor the conduct of its representatives, including the Representatives, and to ensure PWL Capital can deal appropriately with any conflicts of interest that may arise in the best interest of clients.
21. PWL Capital will supervise the activities that the Representatives will conduct on behalf of MDS in the same way that it does other outside activities of its registered individuals, including by holding meetings regularly with them and obtaining regular status reports from them.
22. The relationship of the Filers and the fact that the Representatives are dually registered with both Filers will be fully disclosed in writing to clients and prospective clients who deal with the Representatives.
23. In the absence of the Exemption Sought, the Filers would be prohibited under subsection 4.1(1) of NI 31-103 from permitting the Representatives to act as advising or associate advising representatives, or CCO of MDS while also acting as dealing representatives of PWL Capital.
24. The Representatives will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with clients of each Filer.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:
a. the Representatives are subject to supervision by, and the applicable compliance requirements of, both Filers;
b. the CCO and UDP of each Filer ensure that the Representatives have sufficient time and resources to adequately service each Filer and its respective clients;
c. the Filers each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the Representatives in the best interest of clients;
d. the relationship between the Filers and the fact that the Representatives are dually registered with both of them is fully disclosed in writing to clients and prospective clients of each of them that deal with the Representatives; and
e. the Exemption Sought expires on the date on which the registration of MDS is revoked.
French version signed by:
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107), s. 5.1 -- the Filer is granted relief from the requirements under section 3.2 of NI 52-107 that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filer to prepare its financial statements in accordance with U.S. GAAP.
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.
[TRANSLATION]
DECISION N: 2026-FS-1015263
April 23, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirements of section 3.2 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards, CQLR, c. V-1.1, r. 25 (Regulation 52-107) that the financial statements of the Filer a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises and b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report (the Exemption Sought). The Exemption Sought is similar to the exemption granted by the Decision Makers under the Legislation to the Filer on March 14, 2023 (the U.S. GAAP Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut (the Passport Jurisdictions);
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
In this decision:
(a) terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 52-107 have the same meaning if used in this decision, unless otherwise defined;
(b) "rate-regulated activities" has the meaning ascribed in the Chartered Professional Accountants of Canada Handbook (the Handbook).
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation existing under the Business Corporations Act (Québec), CQLR, c. S-31.1. The head office of the Filer is in Montréal, Québec.
2. The Filer is a reporting issuer in the Jurisdictions and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction.
3. The Filer undertakes rate-regulated activities.
4. The Filer is not a SEC issuer and therefore cannot rely on section 3.7 of Regulation 52-107 to file financial statements prepared in accordance with U.S. GAAP.
5. The Filer currently prepares its financial statements in accordance with U.S. GAAP, relying on the U.S. GAAP Relief.
6. The U.S. GAAP Relief will cease to apply on the earliest of:
(a) January 1, 2027;
(b) if the Filer ceased to have rate-regulated activities, the first day of the Filer's financial year that commenced after the Filer ceased to have rate-regulated activities; and
(c) the first day of the Filer's financial year that commenced on or following the later of:
(i) the effective date prescribed by the International Accounting Standards Board (the IASB) for the mandatory application of a standard within IFRS specific to entities with activities subject to rate regulation (a Mandatory Rate-regulated Standard); and
(ii) two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.
7. Accordingly, in the absence of further relief provided by Canadian securities regulators, the Filer would become subject to Canadian GAAP no later than January 1, 2027. Canadian GAAP includes IFRS as incorporated into the Handbook.
8. In January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities. The issuance by the IASB of a Mandatory Rate-regulated Standard would result in the expiry of the U.S. GAAP Relief. In July 2024, the IASB concluded its redeliberations and confirmed readiness to move forward with a new IFRS Accounting Standard to supersede IFRS 14. In October 2025, the IASB published an update on the review and comment process on the proposed standard, including the staff analysis and recommendations on certain issues, and indicated that the drafting and balloting process was continuing.
9. The IASB has publicly stated that it expects to publish the new standard in the second quarter of 2026, although the effective date (now expected to be January 1, 2029) has not been confirmed. The Filer will require sufficient time to: (a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and (b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that:
(a) the U.S. GAAP Relief is revoked;
(b) the Exemption Sought is granted to the Filer in respect of the Filer's financial statements required to be filed on or after the date of this decision, provided that the Filer prepares those financial statements in accordance with U.S. GAAP; and
(c) the Exemption Sought will terminate in respect of the Filer on the earliest of the following:
i. January 1, 2032;
ii. if the Filer ceases to have rate-regulated activities, the first day of the Filer's financial year that commences after the Filer ceases to have rate-regulated activities; and
iii. the first day of the Filer's financial year that commences on or following the later of:
A) the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and
B) four years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.
OSC File #: 2026-51
Oak Hill Asset Management Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- alternative mutual funds granted relief from: subsection 2.6(2), section 2.6.1 and section 2.6.2 of NI 81-102 to physically short sell and borrow cash up to 100% of NAV -- alternative mutual funds granted relief from subsection 6.1(1) of NI 81-102 to appoint additional custodians and to clarify that short sale proceeds are excluded for the purposes of calculating non-custodial borrowing agent collateral limits under section 6.8.1 of NI 81-102 -- relief subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.6(2)(c), 2.6.1(1)(c)(v), 2.6.2, 6.1(1), 6.8.1 and 19.1.
April 21, 2026
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of Oak Hill NexPoint Global Merger Arbitrage Fund (the Existing Fund) and any future investment funds of which the Filer, or an affiliate of the Filer, is the manager and to which National Instrument 81-102 Investment Funds (NI 81-102) applies (each a Future Fund and, collectively with the Existing Fund, the Funds and each, a Fund) for a decision under the securities legislation of the Jurisdiction:
1. exempting each of the Existing Fund and any Future Funds that are "alternative mutual funds" as defined in NI 81-102 (each an Alternative Fund and collectively, the Alternative Funds) from the following restrictions in NI 81-102:
(a) subparagraph 2.6.1(1)(c)(v) of NI 81-102, which restricts an Alternative Fund from selling a security" short if, at the time, the aggregate market value of all securities sold short by the Alternative Fund exceeds 50% of the Alternative Fund's NAV (together with 1.(c) below, the Short Selling Limit);
(b) subparagraph 2.6(2)(c) of NI 81-102, which restricts an Alternative Fund from borrowing cash if the value of cash borrowed, when aggregated with the value of all outstanding borrowing by the Alternative Fund, exceeds 50% of the Alternative Fund's NAV (together with (i)(c) below, the Cash Borrowing Limit); and
(c) section 2.6.2 of NI 81-102, which restricts an Alternative Fund from borrowing cash or selling securities short if, immediately after entering into a cash borrowing or short selling transaction, the aggregate value of cash borrowed combined with the aggregate market value of all securities sold short by the Alternative Fund (the Combined Aggregate Value) would exceed 50% of the Alternative Fund's NAV and which requires an Alternative Fund, if the Combined Aggregate Value exceeds 50% of the Alternative Fund's NAV, as quickly as commercially reasonable, to take all necessary steps to reduce the Combined Aggregate Value to 50% or less of the Alternative Fund's NAV;
2. exempting each of the Funds from the requirement in subsection 6.1(1) of NI 81-102, which provides that, except as provided in sections 6.8, 6.8.1 and 6.9, all portfolio assets of a Fund be held under the custodianship of one qualified custodian,
(a) to permit a Fund to deposit portfolio assets with a borrowing agent that is not the Fund's custodian or sub-custodian in connection with a short sale of securities, if the aggregate market value of the portfolio assets held by the borrowing agent after such deposit, excluding the aggregate market value of the proceeds from outstanding short sales of securities held by the borrowing agent, (i) in the case of a Fund that is not an Alternative Fund, does not exceed 10% of the Fund's NAV at the time of deposit or (ii) in the case of an Alternative Fund, does not exceed 25% of the Fund's NAV at the time of deposit (the Short Sale Collateral Relief); and
(b) to permit each Fund to appoint more than one custodian, each of which is qualified to be a custodian under Section 6.2 of NI 81-102 and each of which is subject to all of the other requirements in NI 81-102 Part 6 Custodianship of Portfolio Assets other than the prohibition against the Fund appointing more than one custodian in subsection 6.1(1) of NI 81-102 (the Custodian Relief),
(1.(a), 1.(b) and 1.(c) together, the Short Selling and Cash Borrowing Relief, and collectively with the Short Sale Collateral Relief and the Custodian Relief, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-202 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (with Ontario, the Canadian Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 81-101 and NI 81-102 have the same meaning if used in this Decision, unless otherwise expressly defined herein. In addition to the terms defined elsewhere in this Decision, the following capitalized terms have the following meanings:
Custodian means the custodian of each Fund, other than an Additional Custodian appointed in reliance upon the Exemption Sought;
NAV means net asset value;
Prime Broker means any entity that acts as a lender or borrowing agent to investment funds;
Prospectus means a simplified prospectus of a Fund prepared in accordance with Form 81-101F1 Contents of Simplified Prospectus or a prospectus of a Fund prepared in accordance with Form 41-101F2 Information Required in an Investment Fund Prospectus, as the same may be amended from time to time;
Securities Lending Agreements means agreements which effect securities lending, repurchase or reverse repurchase transactions between a Fund, as lender; and
Short Sale Collateral Limits means the limits specified in subparagraph 6.8.1(1)(b) of NI 81-102 on the deposit of portfolio assets by a Fund with a borrowing agent (that is not the custodian or a sub-custodian of the Fund) as security in connection with a short sale of securities.
The decision is based on the following facts represented by the Filer on behalf of itself and the Funds:
The Filer and the Funds
1. The Filer is a corporation incorporated under the laws of the Province of Ontario, with its head office located in Toronto, Ontario.
2. The Filer is registered as a portfolio manager, investment fund manager and exempt market dealer in the provinces of Ontario and Quebec, as a portfolio manager and exempt market dealer in the provinces of Alberta, British Columbia, Manitoba and Saskatchewan and as an investment fund manager in Newfoundland and Labrador.
3. The Filer is the manager, portfolio manager and trustee of the Existing Fund and the Filer, or an affiliate, will be the manager of any Future Fund.
4. The Filer is not in default of securities legislation of any of the Jurisdictions.
5. Each Fund is, or will be, a mutual fund trust established under the laws of the Province of Ontario or Canada as an investment fund that is a trust, class of shares of a mutual fund corporation or a limited partnership and is, or will be, a reporting issuer in one or more Jurisdictions.
6. Each of the Funds, is, or will be, an investment fund governed by NI 81-102 subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities. The Alternative Funds are or will be "alternative mutual funds" as defined in NI 81-102 and governed by NI 81-102 accordingly.
7. The securities of each Fund are, or will be, qualified for distribution in one or more of the Jurisdictions under a Prospectus prepared and filed in accordance with the securities legislation of such Jurisdictions.
8. The Existing Fund is a mutual fund trust established as of January 5, 2023, under the laws of the Province of Ontario and governed by NI 81-102. The Existing Fund is governed by an amended and restated declaration of trust dated July 31, 2025. The Existing Fund's current simplified prospectus was filed on August 25, 2025. The Filer is the manager, trustee and promoter of the Existing Fund.
9. The Existing Fund is not in default of securities legislation of any of the Jurisdictions.
Reasons for the Exemptions Sought
Short Selling and Cash Borrowing Relief
10. The investment objective of each Alternative Fund will differ but, in each case, key investment strategies which may be utilized by an Alternative Fund may include (a) the use of market-neutral offsetting, inverse or shorting strategies requiring the use of short selling in excess of the Short Selling Limit and/or (b) the use of cash borrowing to provide additional investment exposure in connection with the investment strategies of the Alternative Fund in excess of the Cash Borrowing Limit.
11. Market-neutral strategies are well-recognized for limiting market risk, balancing long and short positions within an investment portfolio with the objective of providing positive returns regardless of whether the broader market rises, falls or is flat. Market-neutral strategies are designed to have less volatility than the broader market when measured over medium to long-term periods. Market-neutral strategies also provide diversification to investors as returns are intended to be uncorrelated to the performance of the broader market -- such strategies are designed to effectively remove any "beta" component from their returns and investment exposures.
12. As part of an investment strategy, short positions can serve as both a hedge against exposure to a long position or a group of long positions and also as a source of returns with an offsetting long position or positions. The Alternative Funds will generally seek to generate an attractive risk/return profile independent of the direction of the broad markets. As such, at the portfolio level, these strategies will seek to hedge out an Alternative Fund's exposure to the direction of broad markets, and to generate positive performance from the difference, specifically, the spread between the performance of the portfolio's long and short positions.
13. The ability to engage in additional short selling and cash borrowing in connection with the investment strategies of an Alternative Fund may provide material cost savings to the Alternative Fund compared to obtaining the same level of investment exposure through the use of specified derivatives while, at the same time, not increasing the overall level of risk to the Alternative Fund.
14. The costs to the Alternative Funds of engaging in physical short sales and cash borrowing are typically less when compared to the equivalent derivative transactions due to a number of factors which may include:
(a) Prime Brokers typically have greater flexibility to offer more favourable financing terms to an Alternative Fund in relation to the aggregate amount of the Alternative Fund's assets held in the prime brokerage margin account in relation to short sales and cash borrowing;
(b) margin requirements for derivative instruments are primarily based on the underlying investment exposure and, as a result, can be high;
(c) certain derivative instruments (such as futures contracts) require cash or near cash securities (such as government treasuries) to be deposited with the counterparty as collateral. This would require an Alternative Fund to use these portfolio assets to satisfy collateral requirements rather than utilizing them in connection with the Alternative Fund's investment strategy.
15. The Alternative Funds may use cash borrowing as a more flexible and cost-efficient means of providing additional leverage for investment strategies such as merger arbitrage strategies where the use of derivative instruments to provide the same level of exposure may not be practical. In connection with such strategies, the Filer is typically required to respond in a timely manner to public disclosure relating to a transaction and market movements in the share price of the target and/or acquiror company. The use of cash borrowing in such circumstances provides an easily accessible tool which enables the Filer to implement the investment decision more quickly compared to the use of derivative instruments which provide the same level of exposure on a synthetic basis.
16. Cash borrowing is more efficient to utilize on a day-to-day basis compared to derivative instruments, which generally require a higher degree of negotiation and ongoing administration on the part of the Filer. The Cash Borrowing Relief would provide the Filer with access to a more functional source of additional leverage to utilize on behalf of the Alternative Funds at a lower cost which, in turn, would benefit investors.
17. Under the Short Selling and Cash Borrowing Relief, the investment strategies of each Alternative Fund permit, or will permit, it to:
(a) sell securities short, provided that, at the time the Alternative Fund sells a security short (i) the aggregate market value of securities of any one issuer (other than "government securities") sold short by the Alternative Fund does not exceed 10% of the Alternative Fund's NAV; and (ii) the aggregate market value of all securities sold short by the Alternative Fund does not exceed 100% of its NAV;
(b) borrow cash, provided that, at the time, the value of cash borrowed when aggregated with the value of all outstanding borrowing by the Alternative Fund does not exceed 100% of the Alternative Fund's NAV;
(c) borrow cash or sell securities short, provided that the aggregate value of cash borrowed combined with the aggregate market value of the securities sold short by the Alternative Fund does not exceed 100% of the Alternative Fund's NAV (the Total Borrowing and Short Selling Limit). If the Total Borrowing and Short Selling Limit is exceeded, the Alternative Fund will, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short to be within the Total Borrowing and Short Selling Limit; and
(d) borrow cash, sell securities short or enter into specified derivatives transactions, provided that, immediately after entering into a cash borrowing, short selling or specified derivative transaction, the aggregate value of cash borrowed combined with the aggregate market value of securities sold short and aggregate notional amount of the Alternative Fund's specified derivatives positions (other than positions held for hedging purposes, as defined in NI 81-102) would not exceed 300% of the Alternative Fund's NAV as set out in section 2.9.1 of NI 81-102 (the Leverage Limit). If the Leverage Limit is exceeded, the Alternative Fund will, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short and the aggregate notional amount of the Alternative Fund's specified derivatives positions (other than positions held for hedging purposes) to be within the Leverage Limit.
18. The Alternative Funds require greater flexibility to enter into physical short positions and borrow cash when doing so is, in the opinion of the Filer, in the best interests of the applicable Alternative Fund and to not be obligated to utilize an equivalent short position or amount of leverage synthetically through the use of specified derivatives as a result of regulatory restrictions in NI 81- 102 that the Filer believes do not provide any material additional benefit or protection to investors.
19. The Filer believes that the Short Selling and Cash Borrowing Relief would allow the Filer to more effectively manage each Alternative Fund's investment exposure by providing it with the ability to respond to market developments in a timely manner and enabling the Filer to reduce the related expenses incurred by the Alternative Funds. In addition, specified derivative options may not be readily available for certain securities, may be relatively illiquid or may require large capital commitments on the part of the Alternative Fund.
20. While there may be certain situations where using a synthetic short position may be preferable, physical short positions are typically less costly, because of the ability to execute trades with a larger number of counterparties, compared to a single counterparty for synthetic shorts. This can result in lower borrowing costs for the Alternative Fund and reduce its exposure to counterparty risk (e.g. counterparty default, counterparty insolvency and premature termination of derivatives) compared to a synthetic short position.
21. The Filer, as a registrant and a fiduciary, is in the best position to determine, depending on the surrounding circumstances, whether the Alternative Funds should enter into a physical short position and/or obtain additional investment exposure via cash borrowing versus achieving the same result through the use of specified derivatives. The Short Selling and Cash Borrowing Relief would provide the Filer with the required flexibility to make timely trading decisions between physical and synthetic short sale positions and/or achieving additional investment exposure through cash borrowing or synthetic transactions. Accordingly, the Short Selling and Cash Borrowing Relief would permit the Filer to implement more effective portfolio management activities on behalf of an Alternative Fund and its investors. Investors would benefit by obtaining access to a more diversified set of investment opportunities than are currently available, while remaining within the overall investment limits set out in NI 81-102.
22. Any physical short position or cash borrowing transaction entered into by an Alternative Fund will be consistent with the investment objectives and strategies of the applicable Alternative Fund.
23. The investment strategies of each Alternative Fund will clearly disclose that the short selling and cash borrowing strategies and abilities of the Alternative Fund are outside the scope of NI 81-102, including that the aggregate market value of all securities sold short by the Alternative Fund and/or the aggregate amount of cash borrowed may exceed 50% of the Alternative Fund's NAV. The Prospectus will also contain appropriate risk disclosure, alerting investors of any material risks associated with such investment strategies.
24. The Filer does not consider that granting the Short Selling and Cash Borrowing Relief would constitute either a fundamental or material change for the Existing Fund under NI 81-102 or NI 81-106.
25. The Filer will determine the risk rating for each Alternative Fund using the Investment Risk Classification Methodology as set out in Appendix F of NI 81-102. The Filer does not anticipate that the current risk rating of the Existing Fund would change if the Short Selling and Cash Borrowing Relief were granted.
26. The Filer has comprehensive risk management policies and/or procedures that address the risks associated with short selling and cash borrowing in connection with the implementation of the investment strategy of each Alternative Fund.
27. Each Alternative Fund will implement the following controls when conducting a short sale:
(a) the Alternative Fund will assume the obligation to return to the borrowing agent the securities borrowed to effect the short sale;
(b) the Alternative Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;
(c) the Filer will monitor the short positions within the constraints of the Exemption Sought at least as frequently as daily;
(d) the security interest provided by the Alternative Fund over any of its assets that is required to enable the Alternative Fund to effect a short sale transaction is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;
(e) the Filer will maintain appropriate internal controls regarding short sales, including written policies and procedures for the conduct of short sales, risk management controls and proper books and records; and
(f) the Filer will keep proper books and records of short sales and all assets of an Alternative Fund deposited with borrowing agents as security.
28. The Filer believes that it is in the best interests of each of the Alternative Funds to be permitted to engage in physical short selling and to obtain additional investment exposure through the use of cash borrowing in excess of the current limits set out in NI 81-102.
Short Sale Collateral Relief
29. As part of its investment strategies, each Fund that engages in short sales of securities is permitted to grant a security interest in favour of and to deposit pledged portfolio assets with its Prime Broker. If a Fund engages as its Prime Broker an entity that is not its custodian or sub-custodian, then a Fund may only deliver to its Prime Broker portfolio assets having a market value, in the aggregate, of not more than (i) in the case of a Fund that is not an Alternative Fund, 10% of the Fund's NAV at the time of deposit or (ii) in the case of an Alternative Fund, 25% of the Fund's NAV at the time of deposit.
30. A Prime Broker may not wish to act as the borrowing agent for a Fund that has the ability to sell securities short that have an aggregate market value of up to 50% of the Fund's NAV (or more if the Short Selling Relief is granted) if the Prime Broker is only permitted to hold, as security for such transactions, portfolio assets, including the proceeds from short sales, having an aggregate market value that is not in excess of either 10% or 25% of a Fund's NAV, as applicable.
31. Prime Brokers that are qualified to act as a custodian or sub-custodian under NI 81-102 are not widely appointed as custodians or sub-custodians under NI 81-102 as it can be both operationally challenging and costly to appoint them to act in such capacity.
32. Given the typical collateral requirements that Prime Brokers impose on their customers who engage in the short sale of securities, if the Short Sale Collateral Limits apply, the Funds would need to retain multiple Prime Brokers in order to sell short securities to the extent permitted under section 2.6.1 of NI 81-102 and, if granted, the Short Selling Relief described above. Managing and overseeing relationships with multiple Prime Brokers introduces unnecessary operational and administrative complexities and additional costs of operations for the Funds.
Custodian Relief
33. The Filer would like the flexibility for each Fund to engage an additional custodian that is qualified to act as a Custodian under subsection 6.2(3) of NI 81-102, which may include engaging Prime Brokers that satisfy such requirements (each, an Additional Custodian). The ability to appoint a Prime Broker to act as an Additional Custodian will increase operational efficiency and reduce execution risk and costs for a Fund as it will avoid the need to transfer the Fund's portfolio assets from the Custodian to the Prime Broker to effect transactions conducted by the Fund through the Prime Broker. The Filer and any Additional Custodians would be subject to all requirements applicable to custodians under Part 6 of NI 81-102 other than the requirement in subsection 6.1(1) of NI 81-102 that there only be one custodian.
34. An Additional Custodian may also be appointed as a securities lending agent of the Funds and, in such circumstances, would provide the Funds with the opportunity to enter into a greater number of Securities Lending Agreements than would be the case with a single Custodian and would therefore have the potential to increase revenues to the Funds from securities lending activities.
35. Prime Brokers are not widely appointed as sub-custodians by Custodians under NI 81-102 as it can be both operationally challenging for the Custodian and the Filer to appoint them to act in such capacity.
36. The current Custodian is unable or unwilling to appoint a foreign sub-custodian to custody certain portfolio assets of the Funds in which it acts as custodian in certain foreign jurisdictions in which such Funds currently, or may intend to, custody assets (the Foreign Markets), and is unable or unwilling to complete the process which would be required to approve a qualified sub-custodian in the applicable Foreign Markets.
37. If the Custodian Relief is granted, an Additional Custodian's responsibility for custody of a Fund's assets will apply only to the assets held by the Additional Custodian on behalf of the Fund (the Relevant Assets). The custodial arrangements between a Fund and an Additional Custodian will comply with the requirements of Part 6 of NI 81-102 other than subsection 6.1(1).
38. Any Additional Custodian will meet the requirements of NI 81-102 to act as a custodian for an investment fund and will have experience acting as custodian of the assets of public investment funds governed by NI 81-102. As custodian of the Relevant Assets, an Additional Custodian will comply with the standard of care applicable to qualified custodians under Section 6.6 of NI 81-102, will hold the Relevant Assets in the name of the applicable Fund in accordance with Section 6.5 of NI 81-102 and will include the provisions prescribed in Section 6.4 of NI 81-102 in its custody agreement with the Filer and the Funds. Each Additional Custodian will complete the review and provide compliance reports to the Filer as contemplated in Section 6.7 of NI 81-102.
39. The ability to terminate an Additional Custodian as custodian of the Relevant Assets of a Fund at any time without cause on written notice will ensure that the Filer maintains ultimate control over all of the portfolio assets of the Funds if the Filer considers it to be in the best interests of the Funds and their respective securityholders to do so.
40. The appointment of an Additional Custodian should not have an impact on the safety of the portfolio assets of the Funds while also enhancing the Funds' abilities to engage in the efficient short selling of securities under Section 6.8.1 of NI 81-102 and to enter into additional Securities Lending Agreements.
41. Disclosure regarding the particulars of the appointment of any Additional Custodian of the Funds with respect to the Relevant Assets will be included in the next Prospectus filed with respect to the applicable Funds after such appointment is made.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
In respect of the Short Selling and Cash Borrowing Relief
1. An Alternative Fund may sell a security short or borrow cash only if, immediately after the cash borrowing or short selling transaction:
(a) the aggregate market value of all securities sold short by the Alternative Fund does not exceed 100% of the Alternative Fund's NAV;
(b) the aggregate value of all cash borrowing by the Alternative Fund does not exceed 100% of the Alternative Fund's NAV;
(c) the aggregate market value of securities sold short by the Alternative Fund combined with the aggregate value of cash borrowing by the Alternative Fund does not exceed 100% of the Alternative Fund's NAV; and
(d) the Alternative Fund's aggregate exposure to short selling, cash borrowing and specified derivatives does not exceed the Leverage Limit.
2. In the case of a short sale, the short sale:
(a) otherwise complies with all of the short sale requirements applicable to alternative mutual funds under sections 2.6.1 and 2.6.2 of NI 81-102; and
(b) is consistent with the Alternative Fund's investment objectives and strategies.
3. In the case of a cash borrowing transaction, the transaction:
(a) otherwise complies with all of the cash borrowing requirements applicable to alternative mutual funds under sections 2.6 and 2.6.2 of NI 81-102; and
(b) is consistent with the Alternative Fund's investment objectives and strategies.
4. The Prospectus under which securities of an Alternative Fund are offered discloses in the investment strategies that the Alternative Fund can sell securities short or borrow cash up to, and subject to, the limits described in condition 1 above.
In respect of the Short Sale Collateral Relief:
5. Each Fund otherwise complies with subsections 6.8.1(2) and (3) of NI 81-102.
In respect of the Custodian Relief:
6. A Fund may appoint one or more Additional Custodians provided that the following conditions are met:
(a) a single entity reconciles all the portfolio assets of each Fund and provides each Fund with valuation and securityholder recordkeeping services and will complete daily reconciliations among the Custodians before calculating a daily NAV;
(b) the Filer maintains such operational systems and processes, as between two or more Custodians and the single entity referred to in (a) above, in order to keep a proper reconciliation of all the portfolio assets that will move among the Custodians, as appropriate; and
(c) the Additional Custodian will act as custodian, securities lending agent and/or prime broker only for the portion of portfolio assets of the Funds transferred to it.
Application File #: 2026/0105
SEDAR+ File #: 6406211
Hoovest Financial Inc. and Corex Financial Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Extension of relief from the requirements of paragraph 4.1(1)(b) of NI 31-103 to permit certain individuals to be dually registered at two registered firms for a limited period of time. The Filers are affiliated entities and have valid business reasons for the individuals to be registered with both firms. The Filers have policies and procedures in place to handle potential conflicts of interest.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1(1)(b) and 15.1.
April 21, 2026
1. The Filers previously received exemptive relief from paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) in a decision of the British Columbia Securities Commission (the BCSC) dated December 16, 2025 (the Prior Decision) to permit Mr. Peter Fang and Mr. Corbin Lowe to be dually registered as an Advising Representative of HFI and as an Advising Representative of Corex for a limited period of time. The Prior Decision expired on April 20, 2026. The Filers require additional time to register a new advising representative (AR) and chief compliance officer (CCO).
2. The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers under the securities legislation of the Jurisdictions (the Legislation) for a further decision pursuant to section 15.1 of NI 31-103 to exempt Mr. Peter Fang and Mr. Corbin Lowe from the requirements of paragraph 4.1(1)(b) of NI 31-103 to permit them to be dually registered as an Advising Representative of HFI and as an Advising Representative of Corex for a limited period of time (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application;
(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island, Québec, and Yukon; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
3. Terms defined in National Instrument 14-101 Definitions, NI 31-103, and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
4. This decision is based on the following facts represented by the Filer(s):
1. HFI is registered in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Québec as a Portfolio Manager, Exempt Market Dealer, and Investment Fund Manager, with its head office in West Vancouver, British Columbia. HFI provides wealth management services and manages investment funds.
2. Corex (formerly known as OneVest Management Inc.) is registered as Portfolio Manager and Investment Fund Manager in Alberta, Newfoundland and Labrador, Ontario, and Québec. It is also registered as Portfolio Manager in British Columbia, Manitoba, New Brunswick, Prince Edward Island, Northwest Territories, Nova Scotia, Nunavut, Saskatchewan, and Yukon. Corex operates an online advisor model, a traditional advisor model and an investment fund.
3. 16972420 Canada Inc. acquired Corex on December 19, 2025. 16972420 Canada Inc. is wholly owned by Peter Fang. As a result of the transaction, HFI and Corex will be affiliated entities as they are both controlled by the same beneficial owner, Peter Fang.
4. The BCSC is the principal regulator of both HFI and Corex.
5. The BCSC imposed terms and conditions on Corex's registration that, among other terms and conditions, required Corex to register a new advising representative who meets the registration requirements set out in Part 3 of NI 31-103 no later than 120 days after the terms and conditions came into effect.
6. Corex has not been able to hire a new CCO and AR despite an extensive search. They have requested a further 90 days to continue their search. The BCSC has amended the terms and conditions on Corex's registration so as to extend the deadline to hire a new CCO and AR by an additional 90 days.
7. Mr. Fang is currently registered as the Ultimate Designated Person (UDP), CCO, AR, and dealing representative (DR) of HFI. Mr. Fang is also registered as the UDP of Corex. Mr. Lowe is currently registered as the AR and DR of HFI, as well as the CCO and AR of Corex.
8. Mr. Fang's and Mr. Lowe's dual registration as AR for both HFI and Corex is intended to be for the limited time period in which Corex is seeking a new advising representative to fulfil the term and condition on its registration as described in representation 5 above.
9. Mr. Fang and Mr. Lowe have the experience, proficiency requirements, and capacity to fulfill their responsibilities for both Filers.
10. As HFI and Corex are affiliates, the dual registrations of Mr. Fang and Mr. Lowe are not expected to give rise to conflicts of interest since the Filers operate primarily different business models, have different client bases, and primarily operate in different geographical areas.
11. HFI and Corex each have adequate policies and procedures in place to address any material conflicts of interest that may arise of the dual registration of Mr. Fang and Mr. Lowe in the best interest of clients.
12. Mr. Fang and Mr. Lowe will act in the best interests of all clients of HFI and Corex and will deal fairly, honestly, and in good faith with clients of HFI and Corex.
13. Clients will be informed of the dual registration where applicable, and both Filers will maintain separate books, records, and client relationships.
14. On October 4, 2024 the BCSC provided Corex with a letter detailing a number of deficiencies of its obligations under securities legislation which are ongoing. HFI is not in default of securities legislation in any jurisdiction of Canada.
15. In the absence of the Exemption Sought, Mr. Fang and Mr. Lowe would be prohibited under paragraph 4.1.(1)(b) of NI 31-103 from being registered in the capacities of registered advising representatives of Corex while being registered advising representatives of HFI.
16. For the reasons provided above, the Filers respectfully submit that it would not be prejudicial to the public interest to grant the Exemption Sought.
5. Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
1. HFI and Corex remain affiliated within the meaning of applicable securities legislation.
2. HFI and Corex each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of Mr. Fang and Mr. Lowe in the best interest of clients.
3. Each Filer remains responsible for supervising the activities of both Mr. Fang and Mr. Lowe, and ensures that Mr. Fang and Mr. Lowe are subject to the applicable compliance requirements of both Filers.
4. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensure that Mr. Fang and Mr. Lowe have sufficient time resources to adequately serve each Filer and their respective clients.
5. Each Filer provides written disclosure to clients and prospective clients about the relationship between the Filers and the fact that Mr. Fang and Mr. Lowe are dually registered with both Filers.
6. Corex will comply with all terms and conditions imposed on its registration by the BCSC.
7. This decision expires the earlier of:
a. the date Corex has registered a new advising representative who meets the registration requirements set out in Part 3 of NI 31-103 and has fulfilled the term and condition of its registration as described in representations 5 and 6, or
b. July 20, 2026.
BlackRock Asset Management Canada Limited
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted under subsection 62(5) of the Securities Act (Ontario) to extend the lapse date of an ETF prospectus by 37 days to facilitate its combination with the prospectus of other ETFs under common management -- ETFs are subject to a 24-month prospectus renewal cycle under amendments to National Instrument 41-101 that came into force on March 3, 2025 -- Manager seeks to align the renewal cycle of the ETFs with that of other ETFs offered under a separate prospectus -- Extension avoids duplicative renewals and reduces costs -- Relief granted on the basis that there are no material changes and disclosure remains current -- Filer will continue to comply with prospectus renewal requirements, including filing ETF Facts annually no earlier than 13 months and no later than 11 months before the new lapse date.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
National Instrument 41-101 General Prospectus Requirements.
April 28, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the ETFs for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the long form prospectus of the ETFs dated May 20, 2025 (the Current Prospectus) be extended to those time limits that would apply if the lapse date of the Current Prospectus was June 26, 2027 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation amalgamated under the laws of the Province of Ontario with its head office located in Toronto, Ontario, and is an indirect, wholly-owned subsidiary of BlackRock, Inc., a global investment manager headquartered in the U.S.
2. The Filer is registered as: (i) an investment fund manager in each of the Jurisdictions; (ii) a commodity trading manager in Ontario; (iii) an adviser in Manitoba; (iv) a portfolio manager in each of the Jurisdictions; and (v) an exempt market dealer in each of the Jurisdictions.
3. The Filer is the investment fund manager and trustee of the ETFs.
4. Neither the Filer nor any of the ETFs are in default of securities legislation in any of the Jurisdictions.
5. Each ETF is an exchange-traded mutual fund established as a trust under the laws of Ontario and a reporting issuer in each of the Jurisdictions.
6. Securities of each ETF are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus.
7. Each ETF is in continuous distribution and the securities of each ETF are listed on the Toronto Stock Exchange.
8. The lapse date for the Current Prospectus under the Legislation is May 20, 2027 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of the ETFs would have to cease on the Current Lapse Date unless: (i) the ETFs file renewal ETF Facts no earlier than 13 months and no later than 11 months prior to the Current Lapse Date; (ii) the ETFs file a pro forma prospectus at least 30 days prior to the Current Lapse Date; (iii) a final prospectus is filed no later than 10 days after the Current Lapse Date; and (iv) a receipt for the final prospectus is obtained within 20 days after the Current Lapse Date.
9. The Filer is also the investment fund manager of certain other exchange-traded mutual funds set out in Schedule "B" (the iShares Funds, and together with the ETFs, the Funds) offered under a separate long form prospectus dated June 26, 2025, as amended, that has a lapse date of June 26, 2027 (the iShares Funds Main Prospectus).
10. The Filer wishes to combine the Current Prospectus with the iShares Funds Main Prospectus in order to reduce the renewal and related costs of the Funds and move the renewal timeframe of the ETFs to a more administratively beneficial date. The ETFs share many common operational and administrative features with the iShares Funds and combining the Current Prospectus with the iShares Funds Main Prospectus will enable the Filer to streamline operations and disclosure across its ETF platform and will allow investors to compare the features of the Funds more easily.
11. The Filer may make minor changes to the features of the iShares Funds as part of the process of renewing the iShares Funds Main Prospectus. Offering the ETFs under the same renewal prospectus as the iShares Funds will ensure that the Filer can make the operational and administrative features of the Funds consistent with each other, if necessary.
12. On March 3, 2025, amendments to National Instrument 41-101 General Prospectus Requirements (NI 41-101) came into force which extended the lapse date for the long form prospectus of an ETF in continuous distribution from 12 months to 24 months after the date of the previous prospectus relating to the security (the March 3 Amendment).
13. If the Requested Relief is not granted, it will be necessary to renew two sets of prospectus documents for the ETFs twice within a short period of time in order to consolidate the Current Prospectus with the iShares Funds Main Prospectus and establish a uniform filing timeline for the Funds, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Requested Relief.
14. If the Requested Relief is granted, the Filer will file a renewal ETF facts document for each class or series of securities of the ETFs no earlier than 13 months and no later than 11 months before June 26, 2027, in accordance with the prospectus renewal requirements prescribed by Legislation in force further to the March 3 Amendment. As such, the ETFs currently expect to provide updated ETF Facts to investors on or about July 2026, as prescribed by Form 41-101F4 -- Information Required in an ETF Facts Document.
15. There have been no material changes in the affairs of the ETFs since the date of the Current Prospectus. Accordingly, the Current Prospectus and ETF Facts continue to provide accurate information regarding the ETFs.
16. Given the disclosure obligations of the Filer and the ETFs, should any material change occur, the Current Prospectus and current ETF Facts will be amended as required under the Legislation.
17. New investors of the ETFs will receive delivery of the most recently filed ETF Facts. The Current Prospectus will remain available to investors upon request.
18. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus or the respective ETF Facts and will therefore not be prejudicial to the public interest.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted.
Application File #: App2026-201
SEDAR+ File #: 06429183
iShares Core S&P Total U.S. Stock Market Index ETF ("XTOT")
iShares Core S&P Total U.S. Stock Market Index ETF (CAD-Hedged) ("XTOH")
iShares Core Canadian Short-Mid Term Universe Bond Index ETF ("XSMB")
iShares Core Canadian 15+ Year Federal Bond Index ETF ("XFLB")
iShares Core Canadian Corporate Bond Index ETF ("XCB")
iShares Core Canadian Government Bond Index ETF ("XGB")
iShares Core Canadian Long Term Bond Index ETF ("XLB")
iShares Core Canadian Short Term Bond Index ETF ("XSB")
iShares Core Canadian Short Term Corporate Bond Index ETF ("XSH")
iShares Core Canadian Universe Bond Index ETF ("XBB")
iShares Core MSCI All Country World ex Canada Index ETF ("XAW")
iShares Core MSCI Canadian Quality Dividend Index ETF ("XDIV")
iShares Core MSCI EAFE IMI Index ETF ("XEF")
iShares Core MSCI EAFE IMI Index ETF (CAD-Hedged) ("XFH")
iShares Core MSCI Emerging Markets IMI Index ETF ("XEC")
iShares Core MSCI Global Quality Dividend Index ETF ("XDG")
iShares Core MSCI Global Quality Dividend Index ETF (CAD-Hedged) ("XDGH")
iShares Core MSCI US Quality Dividend Index ETF ("XDU")
iShares Core MSCI US Quality Dividend Index ETF (CAD-Hedged) ("XDUH")
iShares Core S&P 500 Index ETF ("XUS")
iShares Core S&P 500 Index ETF (CAD-Hedged) ("XSP")
iShares Core S&P/TSX Capped Composite Index ETF ("XIC")
iShares Core S&P U.S. Total Market Index ETF ("XUU")
iShares Core S&P U.S. Total Market Index ETF (CAD-Hedged) ("XUH")
iShares 0-5 Year TIPS Bond Index ETF ("XSTP")
iShares 0-5 Year TIPS Bond Index ETF (CAD-Hedged) ("XSTH")
iShares 1-5 Year Laddered Corporate Bond Index ETF ("CBO")
iShares 1-5 Year Laddered Government Bond Index ETF ("CLF")
iShares 1-5 Year U.S. IG Corporate Bond Index ETF ("XSHU")
iShares 1-5 Year U.S. IG Corporate Bond Index ETF (CAD-Hedged) ("XIGS")
iShares 1-10 Year Laddered Corporate Bond Index ETF ("CBH")
iShares 1-10 Year Laddered Government Bond Index ETF ("CLG")
iShares 20+ Year U.S. Treasury Bond Index ETF ("XTLT")
iShares 20+ Year U.S. Treasury Bond Index ETF (CAD-Hedged) ("XTLH")
iShares Canadian Fundamental Index ETF ("CRQ")
iShares Canadian Growth Index ETF ("XCG")
iShares Canadian HYBrid Corporate Bond Index ETF ("XHB")
iShares Canadian Real Return Bond Index ETF ("XRB")
iShares Canadian Select Dividend Index ETF ("XDV")
iShares Canadian Value Index ETF ("XCV")
iShares China Index ETF ("XCH")
iShares Convertible Bond Index ETF ("CVD")
iShares Cybersecurity and Tech Index ETF ("XHAK")
iShares Emerging Markets Fundamental Index ETF ("CWO")
iShares ESG Advanced 1-5 Year Canadian Corporate Bond Index ETF ("XSHG")
iShares ESG Advanced Canadian Corporate Bond Index ETF ("XCBG")
iShares ESG Advanced MSCI Canada Index ETF ("XCSR")
iShares ESG Advanced MSCI EAFE Index ETF ("XDSR")
iShares ESG Advanced MSCI USA Index ETF ("XUSR")
iShares ESG Aware Canadian Aggregate Bond Index ETF ("XSAB")
iShares ESG Aware Canadian Short Term Bond Index ETF ("XSTB")
iShares ESG Aware MSCI Canada Index ETF ("XESG")
iShares ESG Aware MSCI EAFE Index ETF ("XSEA")
iShares ESG Aware MSCI Emerging Markets Index ETF ("XSEM")
iShares ESG Aware MSCI USA Index ETF ("XSUS")
iShares Exponential Technologies Index ETF ("XEXP")
iShares Floating Rate Index ETF ("XFR")
iShares Genomics Immunology and Healthcare Index ETF ("XDNA")
iShares Global Agriculture Index ETF ("COW")
iShares Global Clean Energy Index ETF ("XCLN")
iShares Global Electric and Autonomous Vehicles Index ETF ("XDRV")
iShares Global Government Bond Index ETF (CAD-Hedged) ("XGGB")
iShares Global Healthcare Index ETF (CAD-Hedged) ("XHC")
iShares Global Infrastructure Index ETF ("CIF")
iShares Global Monthly Dividend Index ETF (CAD-Hedged) ("CYH")
iShares Global Real Estate Index ETF ("CGR")
iShares Global Water Index ETF ("CWW")
iShares High Quality Canadian Bond Index ETF ("XQB")
iShares India Index ETF ("XID")
iShares International Fundamental Index ETF ("CIE")
iShares J.P. Morgan USD Emerging Markets Bond Index ETF (CAD-Hedged) ("XEB")
iShares Jantzi Social Index ETF ("XEN")
iShares Japan Fundamental Index ETF (CAD-Hedged) ("CJP")
iShares MSCI EAFE Index ETF (CAD-Hedged) ("XIN")
iShares MSCI Emerging Markets ex China Index ETF ("XEMC")
iShares MSCI Emerging Markets Index ETF ("XEM")
iShares MSCI Europe IMI Index ETF ("XEU")
iShares MSCI Europe IMI Index ETF (CAD-Hedged) ("XEH")
iShares MSCI Min Vol Canada Index ETF ("XMV")
iShares MSCI Min Vol EAFE Index ETF ("XMI")
iShares MSCI Min Vol EAFE Index ETF (CAD-Hedged) ("XML")
iShares MSCI Min Vol Emerging Markets Index ETF ("XMM")
iShares MSCI Min Vol Global Index ETF ("XMW")
iShares MSCI Min Vol Global Index ETF (CAD-Hedged) ("XMY")
iShares MSCI Min Vol USA Index ETF ("XMU")
iShares MSCI Min Vol USA Index ETF (CAD-Hedged) ("XMS")
iShares MSCI USA Momentum Factor Index ETF ("XMTM")
iShares MSCI USA Quality Factor Index ETF ("XQLT")
iShares MSCI USA Value Factor Index ETF ("XVLU")
iShares MSCI World Index ETF ("XWD")
iShares NASDAQ 100 Index ETF ("XQQU")
iShares NASDAQ 100 Index ETF (CAD-Hedged) ("XQQ")
iShares S&P 500 3% Capped Index ETF ("XUSC")
iShares S&P 500 3% Capped Index ETF (CAD-Hedged) ("XSPC")
iShares S&P Global Consumer Discretionary Index ETF (CAD-Hedged) ("XCD")
iShares S&P Global Industrials Index ETF (CAD-Hedged) ("XGI")
iShares S&P/TSX 60 Index ETF ("XIU")
iShares S&P/TSX Canadian Dividend Aristocrats Index ETF ("CDZ")
iShares S&P/TSX Canadian Preferred Share Index ETF ("CPD")
iShares S&P/TSX Capped Consumer Staples Index ETF ("XST")
iShares S&P/TSX Capped Energy Index ETF ("XEG")
iShares S&P/TSX Capped Financials Index ETF ("XFN")
iShares S&P/TSX Capped Information Technology Index ETF ("XIT")
iShares S&P/TSX Capped Materials Index ETF ("XMA")
iShares S&P/TSX Capped REIT Index ETF ("XRE")
iShares S&P/TSX Capped Utilities Index ETF ("XUT")
iShares S&P/TSX Completion Index ETF ("XMD")
iShares S&P/TSX Composite High Dividend Index ETF ("XEI")
iShares S&P/TSX Energy Transition Materials Index ETF ("XETM")
iShares S&P/TSX Global Base Metals Index ETF ("XBM")
iShares S&P/TSX Global Gold Index ETF ("XGD")
iShares S&P/TSX North American Preferred Stock Index ETF (CAD-Hedged) ("XPF")
iShares S&P/TSX SmallCap Index ETF ("XCS")
iShares S&P U.S. Financials Index ETF ("XUSF")
iShares S&P U.S. Mid-Cap Index ETF ("XMC")
iShares S&P U.S. Mid-Cap Index ETF (CAD-Hedged) ("XMH")
iShares S&P U.S. Small-Cap Index ETF ("XSMC")
iShares S&P U.S. Small-Cap Index ETF (CAD-Hedged) ("XSMH")
iShares Semiconductor Index ETF ("XCHP")
iShares US Dividend Growers Index ETF (CAD-Hedged) ("CUD")
iShares US Fundamental Index ETF ("CLU")
iShares U.S. Aerospace & Defense Index ETF ("XAD")
iShares U.S. Aggregate Bond Index ETF ("XAGG")
iShares U.S. Aggregate Bond Index ETF (CAD-Hedged) ("XAGH")
iShares U.S. High Dividend Equity Index ETF ("XHU")
iShares U.S. High Dividend Equity Index ETF (CAD-Hedged) ("XHD")
iShares U.S. High Yield Bond Index ETF (CAD-Hedged) ("XHY")
iShares U.S. IG Corporate Bond Index ETF ("XCBU")
iShares U.S. IG Corporate Bond Index ETF (CAD-Hedged) ("XIG")
iShares U.S. Small Cap Index ETF (CAD-Hedged) ("XSU")
iShares Core Balanced ETF Portfolio ("XBAL")
iShares Core Conservative Balanced ETF Portfolio ("XCNS")
iShares Core Equity ETF Portfolio ("XEQT")
iShares Core Growth ETF Portfolio ("XGRO")
iShares Core Income Balanced ETF Portfolio ("XINC")
iShares ESG Balanced ETF Portfolio ("GBAL")
iShares ESG Conservative Balanced ETF Portfolio ("GCNS")
iShares ESG Equity ETF Portfolio ("GEQT")
iShares ESG Growth ETF Portfolio ("GGRO")
iShares Short Term Strategic Fixed Income ETF ("XSI")
iShares Conservative Short Term Strategic Fixed Income ETF ("XSC")
iShares Conservative Strategic Fixed Income ETF ("XSE")
iShares Canadian Financial Monthly Income ETF ("FIE")
iShares Diversified Monthly Income ETF ("XTR")
iShares Equal Weight Banc & Lifeco ETF ("CEW")
iShares Premium Money Market ETF ("CMR")
iShares Bitcoin ETF ("IBIT")
iShares Flexible Monthly Income ETF ("XFLI")
iShares Flexible Monthly Income ETF (CAD-Hedged) ("XFLX")
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
Amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators
1. Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition:
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and
(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and
(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements":
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ",a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with section 24, and
(b) whether the benchmark contributor follows the methodology of the designated critical benchmark.
(2)For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's compliance with section 23, and
(c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report,
(i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or
(ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
12. Section 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2)For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
13. Section 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmarks contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to
(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. Section 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
Applicable period of first report -- designated interest rate benchmark without a benchmark contributor
16. Despite subparagraph 36(2)(a)(ii) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
First report -- designated interest rate benchmark without a benchmark contributor
17. Despite subsection 36(3) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
Publication and delivery of first report -- designated interest rate benchmark without a benchmark contributor
18. Despite subsection 36(4) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the regulator or the securities regulatory authority not later than 100 days after the coming into force of this Instrument.
Effective date
19. (1) This Instrument comes into force on May 5, 2026.
(2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after May 5, 2026, these regulations come into force on the day on which they are filed with the Registrar of Regulations.
Changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators
1. Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Instrument, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Instrument.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Instrument and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (c), 37(1)(a), (b) and (c), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Instrument.
• The reference to "12 months" in paragraphs 32(2)(b) and 40.13(2)(b) of the Instrument refers to a period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.
• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections 13.1(2), 32(2), 33(2), 36(2), 37(2), 38(2) and 40.13(2) of the Instrument). In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Instrument for the designated benchmark.
• In the case of a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Instrument, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection 33(2) and 37(2) of the Instrument, respectively.
First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Instrument specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Instrument applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Instrument applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Instrument provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Instrument and whether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.
Section 23 of the Instrument requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Instrument and a benchmark contributor in paragraph 38(2)(a) of Instrument..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on May 5, 2026.
Amendments to OSC Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators
1. Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition:
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and
(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and
(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements":
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ",a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with section 24, and
(b) whether the benchmark contributor follows the methodology of the designated critical benchmark.
(2)For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's compliance with section 23, and
(c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report,
(i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or
(ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
12. Section 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2)For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
13. Section 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmarks contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to
(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. Section 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to a designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
Applicable period of first report -- designated interest rate benchmark without a benchmark contributor
16. Despite subparagraph 36(2)(a)(ii) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
First report -- designated interest rate benchmark without a benchmark contributor
17. Despite subsection 36(3) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
Publication and delivery of first report -- designated interest rate benchmark without a benchmark contributor
18. Despite subsection 36(4) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the Director not later than 100 days after the coming into force of this Instrument.
Effective date
19. This Instrument comes into force on May 5, 2026.
Changes to Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators
1. Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Rule, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Rule.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Rule and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (c), 37(1)(a), (b) and (c), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Rule.
• The reference to "12 months" in paragraphs 32(2)(b) and 40.13(2)(b) of the Rule refers to a period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.
• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections 13.1(2), 32(2), 33(2), 36(2), 37(2), 38(2) and 40.13(2) of the Rule). In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Rule for the designated benchmark.
• In the case of a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Rule, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection 33(2) and 37(2) of the Rule, respectively.
First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Rule specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Rule applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Rule applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Rule provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Rule and whether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.
Section 23 of the Rule requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Rule and a benchmark contributor in paragraph 38(2)(a) of Rule..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on May 5, 2026.
OSC Notice and Request for Comment -- Proposed Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and Proposed Changes to Their Companion Policies
April 30, 2026
The Ontario Securities Commission (the OSC, the Commission or we) is publishing for a 90-day comment period proposed amendments (the Proposed Amendments) to OSC Rule 13-502 Fees (the Main Fee Rule), and to OSC Rule 13-503 (Commodity Futures Act) Fees (the CFA Rule), together with proposed changes to Companion Policy 13-502 Fees (the Proposed Main Fee CP Changes), and to Companion Policy 13-503 (Commodity Futures Act) Fees (the Proposed CFA Rule CP Changes). The Proposed Amendments, the Proposed Main Fee CP Changes and the Proposed CFA Rule CP Changes are referred to collective as the Proposed Materials.
The Proposed Materials and their respective blacklines are in Annexes A to H of this Notice and Request for Comment. The timing of the Proposed Amendments aligns with the OSC's periodic review of fees and are anticipated to become effective on April 5, 2027. The Proposed Materials are available on the Commission's website (www.osc.ca). We request comments on the Proposed Materials by July 29, 2026.
Ontario's capital markets continue to grow in diversity and complexity. The evolution of products, market participants, trading venues and transactions involving sophisticated structures and technology increasingly require more comprehensive and specialized regulatory oversight. The OSC has not comprehensively raised participation, activity and late fees collectively in over a decade. The proposed amendments are intended to address a funding gap necessary to strengthen the OSC's long-term sustainability to fulfill its statutory mandate, including capital formation and competition, in light of a rapidly evolving capital markets landscape.
Small market participants, who comprise the majority of entities regulated by the OSC, would benefit from reduced participation fees under the proposed amendments. These changes are expected to lower annual participation fees by approximately $0.5 million for issuers and registrant firms. We are also proposing to reduce the fee for filing a prospectus by approximately 21%. These reductions are intended to encourage capital formation and economic development in Ontario.
Many of the largest issuers and registrant firms have historically benefitted from significant capital markets growth without an increase in fees commensurate with their market activities. The proposed amendments include an emphasis on proportionality to introduce additional fee tiers to collect higher fees from those market participants whose fees have not increased in many years despite an increase in regulatory intensity related to their activities. Fee recalibration is also necessary for crypto-asset trading platforms (CTPs). CTPs have experienced significant capital markets growth and associated benefits, while their fees have not kept pace with the increasing level and complexity of regulatory oversight required by the OSC.
To address the funding gap to support our increasingly complex and evolving regulatory oversight, these amendments are estimated to increase average annual OSC revenues by $16.0 million during the period April 2027 to March 2030.
The proposed amendments will:
1. Consolidate the bottom two participation fee tiers for issuers and registrant firms{1}, which are estimated to result in 57% of issuers and registrant firms paying the lowest annual participation fee of $750 or less. These amendments are estimated to lower annual fees by $0.2 million.
2. Reduce participation fee rates for small registrant firms whose Ontario specified revenues are between $0.5 million and under $1.0 million. These amendments are estimated to lower annual fees by $0.3 million.
3. Introduce new tiers at the top level for issuers and registrant firms whose fees are disproportionately low in relation to the market growth experienced. These amendments are estimated to raise annual fees by $10.0 million.
4. Increase some existing activity and late fees, primarily to address inflationary pressures experienced since we last updated rates. We also propose reducing certain capital raising filing fee rates by approximately 21%. These amendments are estimated to raise annual fees by $2.4 million, net of the proposed reductions.
5. Introduce a new tier-based participation fee model and activity fees for CTPs, adding an estimated $1.2 million in annual revenues. These fees reflect the growing level of oversight in this expanding area towards investor protection and to support innovation.
6. Increase participation fee rates and introduce new activity fees for specified regulated entities{2} totalling $1.1 million. CTPs are covered separately, above.
7. Introduce an annual Consumer Price Index (CPI) adjustment to issuer and registrant firm participation fee tier thresholds and fee rates. This amendment is expected to result in an average annual revenue increase of $1.8 million, beginning approximately one year after the effective date of the fee amendments.
The OSC is a self-funded agency that regulates Ontario's capital markets. The OSC's mandate is to protect investors from unfair, improper or fraudulent practices, to foster fair, efficient and competitive capital markets and confidence in the capital markets, to foster capital formation, and to contribute to the stability of the financial system and the reduction of systemic risk.
The OSC funds its operations to achieve cost recovery, while ensuring appropriate reserves to safeguard against revenue shortfalls. The fee structure is designed to recover the OSC's costs to support and enable the OSC's important five part mandate. Fees are typically re-evaluated every three years based on the anticipated operating and capital costs to be incurred over the following period and infrequent cyclical investments that occur beyond a three-year cycle. The two main types of fees charged to market participants under the Main Fee Rule are participation fees and activity fees.
Participation fees are based on the cost of a broad range of regulatory services that cannot be practicably or easily attributed to individual activities or entities. Participation fees are intended to serve as a proxy for the market participants' use of the Ontario capital markets, and to support the oversight activities completed by OSC staff.{3} Participation fees are calculated differently for reporting issuers, registrant firms and certain unregistered capital market participants, over-the-counter (OTC) derivatives market participants, specified regulated entities and designated rating organizations.
Activity fees are generally charged when a document of a designated class is filed with the Commission or a request for service has been made. The set fee is typically based on an estimate of the average direct cost of Commission resources utilized in performing an activity. Fee amendments also consider balancing the achievement of various prongs of our mandate, such as supporting capital formation and competition. Activity fees are charged in connection with the following filings: prospectuses, registration applications, reports of exempt distribution, applications for discretionary relief and various other filings.
The guiding principles used by the OSC when evaluating potential fee changes are as follows:
• Recovery of regulatory costs -- fees are set to cover the costs of our regulatory work
• Ease of administration -- fee structure strives to be simple and clear and reduce administrative burden for both the OSC and market participants
• Fair and proportionate fees -- fee structure aims to ensure costs are allocated fairly, with participation fees representing the market participant's use of, and benefit from, Ontario capital markets
• Fee predictability -- fee structure aims to support fee stability and transparency by using a formula-driven structure that market participants can use to reliably forecast their regulatory costs.
When reviewing fee levels, the OSC considers the existing cash position, projected level of revenue and expenses, capital spending and a targeted reserve of six months of operating expenses to guard against revenue shortfalls during market downturns or unexpected expenses. OSC revenues, particularly from participation fees, are impacted by capital market fluctuations, necessitating the need for the reserve to guard against revenue shortfalls during capital market downturns.
This section provides information on fee amendments required to reflect the evolution of the regulatory landscape, requiring a recalibration of fees among market participants. Excluding the new derivatives participation fee, OSC market participants have not had a general fee rate increase in over a decade. In April 2023, the OSC introduced fee reductions that resulted in savings of approximately $5.6 million for 86% of issuers and 98% of registrant firms.
The OSC is subject to sustained inflationary cost pressures similar to those we regulate -- resulting in more recent annual operating deficits, which are expected to continue and grow during the fee rule cycle. We are expecting to grow modestly, with an estimated increase in operating expenses of 2.4% over the 3-year fee cycle. With a shift from hybrid work to mandatory 5 days in-office, we updated our realty cost projections as we incur significant capital investments to make our existing office space fit for purpose within our current office footprint. Projected operating and capital spend are estimated to draw down on our surplus and require an increase in overall fees by 8.6% to address projected operating deficits while aiming to maintain the six-month reserve. Our financial projections include market growth assumptions that may or may not materialize, projected to generate incremental revenues above fee rule amendments. As the OSC does not have control over most revenues, maintaining an appropriate reserve is critical to safeguard and support regulatory work should the market growth assumptions not materialize or unexpected events occur.
Participation Fee Increases for Issuers and Registrant Firms
The Proposed Amendments are expected to result in an estimated increase in annual OSC participation fees of approximately $9.5 million from fiscal year 2026.
As capital markets grow, adjustments to the participation fee model are necessary to ensure fees remain aligned with market activity and benefits generated by market participants from their participation in Ontario's capital markets. Accordingly, the proposed adjustments consolidate the bottom two tiers for the smallest market participants and introduce more tiers at the top for the largest issuers and registrant firms. Both capitalization and Ontario specified revenues, representing the underlying drivers of participation fees, have grown significantly over the past few years. However, additional participation fee tiers have not been added to reflect their growth, resulting in capped fees. This has created a growing imbalance between issuer and registrant firms' size and fees paid.
Over 80% of Ontario's total capitalization resides with issuers valued at more than $25 billion, having reached the top tier for some time. The OSC is proposing to add three new tiers with higher fee rates to redistribute market capitalization ranges at the top end for the largest issuers. Under the proposal, the maximum participation fee for Class 1 and Class 2 issuers will increase from $100,500 to $331,500. Class 3B issuers maximum participation fees will increase from $33,495 to $95,500. These changes are estimated to impact approximately 4.8% of issuers (or 134) currently in the highest tiers, generating an additional $6.9 million in annual revenue.
The Proposed Amendments include the creation of one additional tier for registrant participation fees, introducing higher fees for firms with Ontario specified revenues of greater than $4 billion, changing the highest fee tier from $2,037,000 to $3,055,500. The average annual impact on OSC revenues from this amendment is estimated to be $3.1 million, impacting three registrant firms in the highest tier.
In support of streamlining and recalibrating the fee structure, combining the bottom two tiers for issuers and registrant firms will result in 57% of the population paying the lowest annual participation fees of $750 or less. In addition, we propose reducing annual fees for firms with Ontario specified revenues between $0.5 million and under $1.0 million from $3,200 to $2,000, a 37.5% decrease in fees. These amendments are expected to save small issuers and registrant firms a combined $0.5 million.
Proposed Amendments to Activity and Late Fees
The OSC is proposing a series of activity and late fee amendments estimated to result in an annual increase of approximately $1.5 million and $0.9 million, respectively. Most fees that are increasing are primarily due to inflationary adjustments with certain amendments to activity fees occurring due to the following:
a) Exempt Market Filings
The OSC proposes to increase the fee for exempt distribution filings under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and National Instrument 45-106 Prospectus Exemptions from $350 to $500. In addition to addressing inflationary pressures on OSC operations, we plan to add capacity to enhance regulatory oversight for retail exempt market activities, with consideration of the increasing regulatory complexity of the exempt market. The adjustment is projected to generate $1.4 million in additional revenue.
b) Prospectus-Related Fees
Proposed reductions to prospectus activity fee rates of approximately 21% for most prospectus filings to enhance Ontario's competitiveness for capital raising are expected to produce a net reduction of $0.2 million.
The listing of the proposed changes to activity fees is included below from Appendix F of the Main Fee Rule with row references from the current rule.
Row |
Document or Activity |
Current Fee |
Proposed Fee |
Estimated Fee Impact |
|
||||
A1 |
Preliminary or Pro Forma Prospectus in Form 41-101F1 Information Required in a Prospectus |
$3,800 |
$3,000 |
($0.2 million reduction) |
|
||||
A2 |
Additional fee for each technical report that supports scientific and technical information relating to a mineral project that is included in a Preliminary or Pro Forma Prospectus |
$2,500 |
$2,000 |
|
|
||||
A3 |
Preliminary Short Form Prospectus in Form 44-101F1 Short Form Prospectus (including if shelf or PREP procedures are used) or a Registration Statement on Form F-9 or F-10 filed by an issuer that is incorporated or that is organized under the laws of Canada or a jurisdiction in Canada province or territory in connection with a distribution solely in the United States under MJDS as described in the companion policy to National Instrument 71-101 The Multijurisdictional Disclosure System. |
$3,800 |
$3,000 |
|
|
||||
A4 |
Prospectus, fund facts document and ETF facts document filings on behalf of certain investment funds |
|
|
|
|
||||
|
(a) Preliminary or pro forma fund facts document, or fund facts document filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure in Form 81-101F3 Contents of Fund Facts Document, |
Greater of $3,800 for a prospectus and $400 for each mutual fund. |
Greater of $3,800 for a prospectus and $650 for each ETF. |
|
|
||||
|
(b) Preliminary or pro forma ETF facts document, or ETF facts document filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document |
Greater of $3,800 for a prospectus and $650 for an investment fund. |
Greater of $3,000 for a prospectus and $500 for each mutual fund. |
|
|
||||
|
(c) Preliminary or pro forma prospectus in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF) or scholarship plan prospectus in Form 41-101F3 Information Required in a Scholarship Plan Prospectus |
Greater of $3,000 for a prospectus and $500 for each ETF. |
Greater of $3,000 for a prospectus, and $500 for each investment fund. |
|
|
||||
A5 |
Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions). |
$3,800 |
$3,000 |
|
|
||||
B2 |
Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement |
$350 |
$500 |
$1.4 million increase |
|
||||
C4 |
An application under subparagraph 1(10)(a)(ii) of the Act |
$1,000 |
$1,400 |
$0.3 million increase |
|
||||
C6 |
An application other than a pre-filing, where the discretionary relief or regulatory approval is evidenced by the issuance of a receipt for the applicants' final prospectus (such as certain applications under National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure). |
$4,800 ($7,000 two+) |
$5,750 ($8,400 two+) |
|
|
||||
D1 |
An application for recognition of an exchange under section 21 of the Act |
$110,000 |
$120,000 |
|
|
||||
D2 |
An application for exemption from the requirement to be recognized as an exchange under section 21 of the Act |
$83,000 |
$91,000 |
|
|
||||
D3 |
An application by a marketplace that trades OTC derivatives, including swap execution facilities, for exemption from the requirement to be recognized under section 21 of the Act |
$20,000 |
$22,000 |
|
|
||||
D4 |
An application by clearing agencies for recognition under section 21.2 of the Act |
$110,000 |
$120,000 |
|
|
||||
D5 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency not planning to have any clearing member resident in Ontario, if the clearing agency has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario. |
$15,000 |
$16,500 |
|
|
||||
D6 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency planning to have at least one clearing member resident in Ontario. |
$83,000 |
$91,000 |
|
|
|
(plus an additional fee of $100,000 in connection with an application described in any of Rows D1 to D5) |
(plus an additional fee of $120,000 in connection with an application described in any of Rows D1 to D5) |
|
|
||||
|
E. Initial Filing for ATS |
|
|
|
|
||||
E1 |
Review of the initial Form 21-101F2 Information Statement Alternative Trading System of a new alternative trading system |
$55,000 |
$60,000 |
|
|
||||
|
F. Trade Repository |
|
|
|
|
||||
F1 |
Application for designation as a trade repository under section 21.2.2 of the Act |
$83,000 |
$91,000 |
|
|
||||
|
Registrant Acquisitions |
|
|
|
|
||||
J1 |
Notice given 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 |
$3,600 |
$4,300 |
|
|
||||
L1 |
An application, other than one described in Rows A1 to K3, for |
|
|
|
|
(a) relief from one section of the Act, a regulation or a rule, or |
$4,800 |
$5,750 |
|
|
(b) recognition or designation under one section of the Act, a regulation or a rule. |
|
|
|
|
||||
L2 |
An application, other than one described in Rows A1 to K3, for |
|
|
|
|
(a) relief from two or more sections of the Act, a regulation or a rule made at the same time, or |
$7,000 |
$8,400 |
|
|
(b) recognition or designation under two or more sections of the Act, a regulation or a rule made at the same time. |
|
|
|
|
||||
L3 |
An application referred to in Row L1 or L2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-503 (Commodity Futures Act)Fees: |
|
|
|
|
(i) the applicant; |
$2,000 |
$2,200 |
|
|
(ii) an issuer of which the applicant is a wholly owned subsidiary; |
|
|
|
|
(iii) the investment fund manager of the applicant. |
|
|
|
|
||||
L4 |
An application under subsection 144(1) of the Act if the application |
The amount in Row L1 or L2 is increased by $100,000 |
The amount in Row L1 or L2 is increased by $120,000 |
|
|
(a) reflects a merger of an exchange or clearing agency, |
|
|
|
|
(b) reflects an acquisition of a major part of the assets of an exchange or clearing agency, |
|
|
|
|
(c) involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or |
|
|
|
|
(d) reflects a major reorganization or restructuring of an exchange or clearing agency. |
|
|
|
c) Proposed late fee filing changes
Proposed amendments to increase the maximum cap on specific late fees are noted below.
Type of Late Fee |
Current Fee and Maximum Cap |
Proposed Fee and Maximum Cap |
Incremental Impact |
|
|||
Other Late Document Filing{*} |
$100/day ($5K/10K max){4} |
$100/day ($7K/14K max){4} |
$0.4 million |
|
|||
Insider Report Late Fee Filing |
$50/day ($1K max) |
$50/day ($1.4K max) |
$0.3 million |
|
|||
Exempt Market Late Fee Filing |
$100/day ($5K max) |
$100/day ($7K max) |
$0.2 million |
|
|||
Total Late Fees |
|
|
$0.9 million |
{4} If the firm pays a participation fee under Part 3 of OSC 13-502 Fees, or Part 2 of OSC 13-503 (Commodity Futures Act) Fees and has greater than $500 million in Ontario specified revenues, the higher maximum cap applies.
{*} Documents include annual financial statements and interim financial information, annual information form filed under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 81-106 Investment Fund Continuous Disclosure, Notice of Termination of Registered Individuals and Permitted Individuals, forms/documents for terms/conditions imposed on registrant or an order of the commission, Form 13-502F4 Capital Markets Participation Fee Calculation.
Proposed specified regulated entities participation fees and new activity fees
a) Recognized exchanges and recognized quotation and trade reporting systems -- new fees, and higher fees of $0.5 million.
The table below reflects updated participation fee rates applicable to recognized exchanges and recognized quotation and trade reporting systems. The tiers are driven by Canadian trading share for a specific period with the current lowest tier being up to 5% and a participation fee of $30,000. It is being proposed to reduce the lowest tier to up to 2.5% and a fee of $25,000. Fees for the remaining 5 tiers are proposed to increase to reflect the cost of oversight as fee rates have not been adjusted in over a decade. Additionally, new fees include annual participation fees for recognized exchanges with listing functions of $120,000 and for recognized exchanges without listing functions of $30,000. These fees are to capture the incremental oversight work associated with recognized exchanges.
The tiers and associated fee changes are proposed as follows:
Recognized exchange and recognized quotation and trade reporting system -- Canadian Trading Share
Current |
Proposed |
||
|
|||
A person or company with a Canadian trading share for the specified period of: |
Fee |
A person or company with a Canadian trading share for the specified period of: |
Fee |
|
|||
Less than 5% |
$30,000 |
Less than 2.5% |
$25,000 |
|
|||
Greater than or equal to 5% and less than 15% |
$50,000 |
Greater than or equal to 2.5% and less than 15% |
$55,000 |
|
|||
Greater than or equal to 15% and less than 25% |
$135,000 |
Greater than or equal to 15% and less than 25% |
$150,000 |
|
|||
Greater than or equal to 25% and less than 50% |
$275,000 |
Greater than or equal to 25% and less than 50% |
$300,000 |
|
|||
Greater than or equal to 50% and less than 75% |
$400,000 |
Greater than or equal to 50% and less than 75% |
$440,000 |
|
|||
75% or more |
$500,000 |
75% or more |
$550,000 |
|
|||
Recognized exchanges (with listing function) |
No annual fee |
Recognized exchanges (with listing function) |
$120,000 |
|
|||
Recognized exchanges (without listing function) |
No annual fee |
Recognized exchanges (without listing function) |
$30,000 |
b) Other Specified Regulated Entities- new fees and higher fees of $0.6 million
The proposal introduces new and increased participation fees across several types of regulated market entities to reflect the growing scope and intensity of regulatory oversight by the OSC. Key changes include new incremental fees of $50,000 for additional product oversight, removal of fee caps for alternative trading systems (ATSs), the introduction of participation fees for exempt foreign ATSs and information processors, and fee increases for other regulated entities whose fees have not changed in over a decade. Overall, the amendments are intended to better align fees with oversight activities, address regulatory gaps, and support the integrity and effective functioning of Ontario's capital markets.
Entity Category |
Current Fee |
Proposed Fee |
Estimated Fee Impact |
|
|||
Participation Fee Proposals |
|||
|
|||
ATS -- exchange-traded equity securities |
Lesser of: |
Eliminate cap; fees aligned with recognized exchange participation fee |
$0.4 million |
|
a) Recognized exchange and recognized quotation and trade reporting system participation fee less capital markets participation fee paid in respect of previous year |
|
|
|
|||
|
A person or company with a Canadian trading share for the specified period of: |
A person or company with a Canadian trading share for the specified period of: |
|
|
|||
|
Less than 5% -- $30,000 |
Less than 2.5% -- $25,000 |
|
|
|||
|
Greater than or equal to 5% and less than 15% -- $50,000 |
Greater than or equal to 2.5% and less than 15% -- $55,000 |
|
|
|||
|
Greater than or equal to 15% and less than 25% -- $135,000 |
Greater than or equal to 15% and less than 25% -- $150,000 |
|
|
|||
|
Greater than or equal to 25% and less than 50% -- $275,000 |
Greater than or equal to 25% and less than 50% -- $300,000 |
|
|
|||
|
Greater than or equal to 50% and less than 75% -- $400,000 |
Greater than or equal to 50% and less than 75% -- $440,000 |
|
|
|||
|
75% or more -- $500,000 |
75% or more -- $550,000 |
|
|
|||
|
And |
|
|
|
|||
|
b) $17,000 |
|
|
|
|||
ATS -- unlisted debt, securities lending |
Lesser of: |
|
|
|
|||
|
a) $30,000 less capital markets participation fee paid in respect of the previous year, |
Eliminate caps; fixed fee of $10,000 |
|
|
|||
|
and |
|
|
|
|||
|
b) $8,750 |
|
|
|
|||
Exempt ATSs |
No annual fee |
New annual fee of $5,000 |
|
|
|||
Information processors |
No annual fee |
New annual fee of $10,000 |
|
|
|||
Other ATSs |
Lesser of: |
|
|
|
|||
|
a) $30,000 less capital markets participation fee paid in respect of the previous year, |
Eliminate caps; fixed fee of $20,000 |
|
|
|||
|
and |
|
|
|
|||
|
b) $17,000 |
|
|
|
|||
Recognized Exchange or ATS with additional products/services |
No incremental annual fee |
$50,000 |
|
|
|||
Trade Repository |
$30,000 |
$33,000 |
|
|
|||
Exempt Exchange |
$10,000 |
$11,000 |
|
|
|||
Recognized Clearing Agencies -- Services |
Fees ranging from $10,000 to $150,000 |
10% fee increase; fees ranging from $11,000 to $165,000 |
|
|
|||
Clearing Agencies Exempt from Recognition under the Act |
Fees ranging from $7,500 to $10,000 |
10% fee increase; fees ranging from $8,250 to $11,000 |
|
|
|||
New Activity Fee |
|||
|
|||
New activity fees for amendments in Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System |
No fee |
$7,500 for significant changes to Form 21-101F1 or Form 21-101F2 |
$0.2 million |
|
|||
|
|
$3,500 for amendments to Form 21-101F1 or Form 21-101F2 |
|
Crypto Asset Trading Platforms
When CTPs emerged, the OSC's regulatory and fee approach was largely to rely on existing frameworks and tailor as appropriate. The fee approach was revisited in 2023, and amendments were made to reflect the additional time required on applications for the authorization of CTPs.
Under the current framework, CTPs are already subject to certain fees under applicable registration categories (see Appendix A), as follows:
• Investment dealers and restricted dealers, CTPs pay participation fees based on their Ontario revenues under Part 3 of the Main Fee Rule.
• Investment dealers that are also approved as ATSs pay additional fees under Part 4 of the Main Fee Rule.
Despite these requirements, the current fee structure for cost recovery does not adequately reflect the pace and complexity of developments within the crypto-asset industry nor the significant staff time spent on an ongoing basis. We are of the view that the oversight model and the associated costs must adapt to ensure proportionality, efficiency, and fairness in the context of the Canadian market.
Oversight evolution of crypto asset trading platforms
Over time, the regulation and oversight of CTPs have required significant staff time. Although CTPs pay participation fees, our view is that the current participation fees do not sufficiently account for the time and resources required for:
• Initial analysis of the regulatory regime applicable to CTPs based on the numerous types of products and services under consideration, to be offered.
• Ad-hoc staff engagement to review novel CTP business proposals, including products, structures, and services that are sometimes speculative business opportunities.
• Collaboration across the OSC, other regulators, and stakeholders to harmonize policy approaches.
• Development and monitoring of alternative data reporting and compliance protocols, as well as enforcement mechanisms.
To some extent, regulatory work on CTP proposals is being subsidized by fees paid by non-crypto market participants. The increased resource demands are somewhat reduced when a CTP is registered as an investment dealer and is a member of the Canadian Investment Regulatory Organization (CIRO), as CIRO and the OSC collaborate on reviews. However, investment dealer CTPs are subject to ongoing monitoring and provide monthly and quarterly data reporting, which requires staff review and analysis. Conversely, when a CTP is a restricted dealer, the OSC is the sole regulator responsible for regulatory oversight and monitoring.
Additionally, some CTPs operate or are in the process of operating an ATS under exemptive relief from marketplace rules, sometimes prior to becoming an investment dealer or being approved as an ATS. In these cases, no corresponding activity or participation fees are currently charged.
Summary of the new CTP fee framework
To address these challenges and ensure that the OSC has the resources necessary to conduct effective and appropriate oversight, we are proposing the introduction of participation and activity fees specific to CTPs. Under the proposed structure:
• Participation fees will apply annually, based on the CTPs' operations (i.e., domestic or cross border), services and products offered, and registration category (i.e., restricted or investment dealer).
• Activity fees will be charged when CTPs apply for authorization to operate, reflecting the costs of initial regulatory analysis and review.
This framework is designed to be more proportionate to the regulatory effort associated with ongoing oversight of CTPs, taking into account their regulatory structure, business models, products and services offered, and jurisdictional complexity of operations. The proposed participation fees incurred by CTPs are estimated to increase annual revenues by $1.0 million and $0.2 million for the proposed activity fees. These fees are distinct from existing participation fees that may be applicable under the fee rules. Tables 1 and 2 outline the proposed participation and activity fees.
Table 1 -- New annual participation fees incurred by CTPs under the proposed CTP fee model
Tier |
Description |
Proposed Fee |
|
||
Tier 1 |
CTPs that operate a dealer platform and are CIRO Dealer Members |
$30,000 |
|
||
Tier 2 |
All other CTPs (i.e., restricted dealers) that operate a dealer platform |
$50,000 |
|
||
Tier 3 |
CTPs that operate a dealer platform and a marketplace platform and are CIRO dealer members |
$63,000 |
|
||
Tier 4 |
All other CTPs (i.e., restricted dealers) that operate a dealer platform and a marketplace platform |
$83,000 |
|
||
Tier 5 |
Participation fee applicable to CTPs that are CIRO dealer members and offer multiple crypto products or services |
$120,000 |
|
||
Tier 6 |
Participation fee applicable to all other CTPs (i.e., restricted dealer) that offer multiple crypto products or services |
$170,000 |
Table 2 -- New activity fees incurred on application to operate CTPs
Type of CTP |
Applicable Fee |
|
|
1. New pre-filing application fee for CTPs for each initial review of documents submitted relating to a potential application from a person or company to operate a CTP and is non-refundable if registration is not pursued but otherwise is a part of the applicable activity fee |
$15,000 |
|
|
2. New registration application by a person or company to operate a CTP and will not operate a marketplace |
$24,500 |
|
|
3. New registration application by a person or company to operate a CTP and will operate a marketplace (i.e., ATS) |
$60,000 |
|
|
4. New fee for each significant or material change to a business or activity of a CTP in Form 33-109F5 Changes of Registration Information or of a Form 21-101F2 Information Statement Alternative Trading System |
$12,500 |
CPI indexation proposal for issuers and registrant firms participation fees
OSC participation fee rates have generally remained unchanged in over a decade, as the costs of regulation and oversight have steadily risen due to inflationary pressures that have reduced the real value of current fee rates to sustain longer term operations. Indexation ensures fees keep pace with rising prices on an annual basis rather than introducing potentially more substantive and less frequent changes. Indexation will enhance fee predictability and strengthen long-term forecasting, providing greater clarity and stability in planning.
The OSC is proposing to introduce an annual CPI adjustment to both tier thresholds and fee rates for issuers and registrant firms' participation fees. Annual indexation allows for OSC fees to keep pace with rising costs and will be calculated using the year-over-year change in the Ontario all item CPI, as published by Statistics Canada. The CPI adjustment will take effect as of April 2028, one year after the fee rule amendments come into force.
The listing of the proposed fee amendments is included below with Appendix and section references from the Main Fee Rule from the current rule.
Participation Fee Amendments for Issuers and Registrant Firms |
||
|
||
Stakeholders Affected |
Description |
Annual $ |
|
||
Registrant Firms |
Introducing new tier above the current maximum of $2 billion Ontario specified revenue and fee of $2,037,000 fee to a maximum of $4 billion Ontario Specified revenue and $3,055,500 fee. (Fee Rule: Appendix C) |
$3.1 million |
|
||
Registrant Firms |
Combine tier 1 and 2 that currently have fees of $700 and $975, both to $700. (Fee Rule: Appendix C) |
($0.1 million) |
|
||
Registrant Firms |
Reduce tier 3 fees currently at $3,200 to $2,000. (Fee Rule: Appendix C) |
($0.3 million) |
|
||
Registrant Firms |
Change fee for firms with no designated financial year who currently do not pay a fee to pay the minimum fee tier of $700. (Fee Rule: Part 3 Section 13(4)) |
$0.01 million |
|
||
Registrant Firms |
Introduce CPI Indexing commencing fiscal year 2029 on tier levels and fee rate. |
$0.9 million |
|
||
Issuers |
Introduce 3 new tiers above the current maximum of $25 billion market capitalization and fee of $100,500 for Class 1 & 2 and $33,495 for Class 3B to a maximum of $200 billion market capitalization and fee of $331,500 for Class 1 & 2 and $95,500 for Class 3B. (Fee Rule: Appendix A & B) |
$6.9 million |
|
||
Issuers |
Combine tier 1 and 2 that currently have fees of $750 and $1,000, both to $750. (Fee Rule: Appendix A & B) |
($0.1 million) |
|
||
Issuers |
Introduce CPI Indexing commencing fiscal year 2029 on tier levels and fee rate. |
$0.9 million |
|
||
Participation Fee Amendments for Crypto Asset Trading Platforms |
||
|
||
Crypto Asset Trading Platforms |
Introduce new participation fee consisting of 6 tiers with fees between $30,000 to $170,000. (Fee Rule: Appendix D) |
$1.0 million |
|
||
Participation Fee Amendments for Specified Regulated Entities (excluding CTPs) |
||
|
||
Recognized Exchange and Recognized Quotation and Trade Reporting System |
Change participation fee tier 1 for recognized exchange, recognized quotation and trade reporting system from Canadian market share of 5% and fee of $30,000 to Canadian market share of 2.5% and fee of $25,000. Increase participation fee of all remaining tiers by up to 11%. (Fee Rule: Appendix D Section A1 to A6) |
$0.1 million |
|
||
Recognized Exchange |
Introduce additional participation fee for oversight of $120,000 for recognized exchanges that list securities and $30,000 for recognized exchanges with no listing function. (Fee Rule: Appendix D) |
$0.4 million |
|
||
Recognized Exchange or Other ATS |
Introduce participation fee for recognized exchange or other ATS that provide additional products and services of $50,000. (Fee Rule: Appendix D) |
$0.05 million |
|
||
Foreign Marketplace ATS |
Introduce participation fee for exempt foreign marketplaces that are ATSs of $5,000. (Fee Rule: Appendix D) |
$0.03 million |
|
||
Information Processors |
Introduce participation fee for information processors for exchange traded securities other than options and information processors for unlisted debt securities of $10,000. (Fee Rule: Appendix D) |
$0.02 million |
|
||
ATSs |
Remove the cap in calculation of participation fees for ATS exchange traded securities, ATS unlisted debt or securities lending, and ATS other (ex. crypto), and increase fee by 10%. (Fee Rule: Appendix D Section C) |
$0.2 million |
|
||
Recognized Clearing Agencies, Designated Trade Repositories, and Exempt Exchanges |
Increase participation fee by 10% for recognized clearing agencies, designated trade repositories, and exempt exchanges. (Fee Rule: Appendix D Section B, D, E, F) |
$0.1 million |
|
||
Activity Fee Amendments |
||
|
||
ATS or Recognized Exchange |
Introduce new activity fee for amendments to forms relates to ATS or Recognized Exchanges. $7,500 fee for amendments that is a significant change in Form 21-101F1 and Form 21-101F2. $3,500 fee for amendments that is a change to information in Form 21-101F1 and Form 21-101F2. (Fee Rule: Appendix F) |
$0.2 million |
|
||
Crypto Asset Trading Platforms |
Introduce new activity fee of $12,500 for each significant or material change to a business or activity for Crypto Asset Trading Platforms. (Fee Rule: Appendix F) |
$0.1 million |
|
||
Crypto Asset Trading Platforms |
Introduce new activity fee of $60,000 for Crypto Asset Trading Platforms applying to become an investment dealer with CIRO and marketplace platform under the Securities Act (Ontario). (Fee Rule: Appendix F) |
$0.06 million |
|
||
Crypto Asset Trading Platforms |
New activity fee of $24,500 for Crypto Asset Trading Platforms applying to become an investment dealer with CIRO. (Fee Rule: Appendix F) |
$0.02 million |
|
||
Exempt Market |
Increase in B2 filing of form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement from $350 to $500. (Fee Rule: Appendix G Section B2) |
$1.4 million |
|
||
Investment Funds and Issuers |
Decrease prospectus activity fees including A1, A3, and A5 from $3,800 to $3,000, decrease A2 technical information relating to a mineral project included in a preliminary or pro forma prospectus from $2,500 to $2,000, and decreasing A4(b) for ETF prospectus from $650 (minimum $3,800) to $500 (minimum $3,000) to spur prospectus activity. (Fee Rule: Appendix G, Section A) |
($0.4 million) |
|
||
Investment Funds |
Increase in A4(b) from $400 (minimum $3,800) for each mutual fund to $500 (minimum $3,000) to align with ETF fee. (Fee Rule: Appendix F Section A4(b)). |
$0.2 million |
|
||
All Market Participants |
Increase various activity fees by 10% to 40% depending on activity and staff cost to perform activity. (Fee Rule: Appendix F, Section C4, C6, D1, D2, D3, D4, D5, D6, E1, F1, J1, L1, L2, L3, L4) |
$0.3 million |
|
||
Late Fee Amendments |
||
|
||
All Market Participants |
Increase the late fee from $100 per day to a maximum of $5,000 to $100 per day to a maximum of $7,000. (Fee Rule: Appendix G Section A, B, C) |
$0.6 million |
|
||
Issuers |
Increase the late fee for Form 55-102F2 Insider Report from $50 per day per issuer to a maximum of $1,000, to $50 per day per issuer to a maximum of $1,400. (Fee Rule: Appendix G Section D) |
$0.3 million |
The Proposed Amendments will come into force on April 5, 2027.
The Proposed Main Fee CP Changes and the Proposed CFA Rule CP Changes correspond to the Proposed Amendments to the Main Fee Rule and the CFA Rule. The purpose of the Proposed Main Fee CP Changes and Proposed CFA Rule CP Changes is to clarify the Commission's view of the application of the Proposed Amendments.
The following provision of the Securities Act (Ontario) provides the Commission with the authority to adopt the Proposed Amendments:
• Paragraph 43 of subsection 143(1) of the Securities Act (Ontario) authorizes the Commission to make rules prescribing fees payable to the Commission.
The following provision of the Commodity Futures Act (Ontario) provides the Commission with the authority to adopt the Proposed Amendments:
• Paragraph 25 of subsection 65(1) of the Commodity Futures Act (Ontario) authorizes the Commission to make rules prescribing fees payable to the Commission.
The Commission considered increasing existing fees across all market participants equally; however, when addressing fee increases for registrant firms and issuers, management considered it appropriate to address the disproportional benefit the largest market participants are experiencing relative to fees charged. Proportionality considerations also apply to fee increases where we are seeing additional oversight costs with certain sectors, such as CTPs and the exempt market.
The Commission has not relied on any significant unpublished study, report, decision, or other written materials in putting forward the Proposed Materials.
The following annexes form part of this Notice:
Annex A -- Proposed amendments to OSC Rule 13-502 Fees
Annex B -- Blackline of OSC Rule 13-502 Fees showing the proposed amendments
Annex C -- Proposed changes to Companion Policy 13-502 Fees
Annex D -- Blackline of Companion Policy 13-502 Fees showing the proposed changes
Annex E -- Proposed amendments to OSC Rule 13-503 (Commodity Futures Act) Fees
Annex F -- Blackline of OSC Rule 13-503 (Commodity Futures Act) Fees showing the proposed amendments
Annex G -- Proposed changes to Companion Policy OSC Rule 13-503 (Commodity Futures Act) Fees
Annex H -- Blackline of Companion Policy OSC Rule 13-503 (Commodity Futures Act) Fees showing the proposed changes
Annex I -- Local Matters (Regulatory Impact Assessment)
We welcome your comments on the Proposed Amendments.
You must provide your comments in writing by July 29, 2026. If you are sending your comments by email, you should also send an electronic file containing the submissions using 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.
Please refer your questions to:
•Matthew Au |
•Jenny Siu |
Senior Accountant |
Financial Planning and Analysis Manager |
Corporate Finance |
Finance and Administration |
mau@osc.ca |
jsiu@osc.ca |
|
|
•Rachel Keane |
•Alina Bazavan |
Senior Legal Counsel |
Market Specialist |
Registration, Examinations and Inspections |
Trading and Markets |
rkeane@osc.ca |
abazavan@osc.ca |
|
|
•Anita Chung |
•Brianna Sims |
Senior Accountant |
Senior Legal Counsel |
Registration, Examinations and Inspections |
Trading and Markets |
achung@osc.ca |
bsims@osc.ca |
|
|
•Benjamin Sing |
•Liliana Ripandelli |
Senior Accountant |
Senior Legal Counsel |
Investment Management |
General Counsel's Office |
bsing@osc.ca |
lripandelli@osc.ca |
{1} Including fee paying unregistered capital markets participants who participate in Ontario's capital markets.
{2} Includes exchanges, clearing agencies, alternative trading systems, information processors, swap exchange facilities, self-regulatory organizations, and trade repositories.
{3} Oversight activities include but are not limited to monitoring continuous disclosure, ensuring compliance with reporting requirements, and taking enforcement actions against misconduct.
1. Ontario Securities Commission Rule 13-502 Fees is amended by this Instrument.
2. Section 1 is amended
(a) by adding the following definitions:
"CIRO" means the Canadian Investment Regulatory Organization;,
"crypto asset trading platform" means a person or company that trades in crypto assets or instruments or contracts involving crypto assets that are securities or derivatives;,
"NI 21-101" means National Instrument 21-101 Marketplace Operation;,
"NI 23-101" means National Instrument 23-101 Trading Rules;, and
"NI 23-103" means National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces;,
(b) by repealing the following definitions:
"IIROC", and
"MFDA".
3. Subsection 4(2) is amended by replacing"$1,000"with"$750".
4. Paragraph 10(1)(e) is amended by deleting"finance".
5. Section 13 is amended
(a) by replacing in subsection (1)"sections 16 or 17"with"sections 16, 17 or 17.1", and
(b) by adding the following subsection:
(4) A registrant firm or an unregistered capital markets participant under subsections (1) and (2) that has no designated financial year in the year of becoming a registrant firm or unregistered capital markets participant, must by December 31 of that year pay $700 as capital market participation fees..
6. Section 16 is replaced with the following:
Calculating specified Ontario revenues for CIRO members
16. (1) The specified Ontario revenues for a designated financial year of a registrant firm that was a CIRO member at the end of the designated financial year is calculated by multiplying
(a) the registrant firm's total revenues for the designated financial year, less the portion of the total revenue not attributable to capital markets activities,
by
(b) the registrant firm's Ontario percentage for the designated financial year.
(2) For the purpose of paragraph (1)(a), "total revenues" for a designated financial year means,
(a) for a registrant firm that was a CIRO member who is an investment dealer at the end of the designated financial year, the amount shown as total revenue for the designated financial year on Statement E of the IDPC Form 1, or any successor to Statement E of the IDPC Form 1, filed with CIRO by the registrant firm, and
(b) for a registrant firm that was a CIRO member who is a mutual fund dealer at the end of the designated financial year, the amount shown as total revenue for the designated financial year on Statement D of the MFDR Form 1 (IFRS), or any successor to Statement D of the MFDR Form 1 (IFRS), filed with CIRO by the registrant firm..
7. Subsection 17(1) is amended by replacing"IIROC or the MFDA"with"CIRO".
8. The Instrument is amended by adding the following section:
Calculating specified Ontario revenues for a continuing entity following an acquisition, amalgamation, or other form of corporate reorganization
17.1 The specified Ontario revenues for an unregistered capital markets participant or a registrant firm that is the continuing entity resulting from an acquisition, amalgamation, or other form of corporate reorganization involving one or more predecessor entities is calculated by combining each predecessor entity's specified Ontario revenues for the designated financial year for that year as determined under subsections 16(1) or 17(1).
9. Subsection 18(1) is replaced with the following:
18. (1) A recognized exchange must, no later than April 30 in each year, pay the aggregate of the participation fees for the services described in Rows A1 to A6, B1 or B2 and C1 of Column A of Appendix D that are provided by the recognized exchange during the specified period.
10. Section 20 is replaced with the following:
20. (1) An alternative trading system for exchange traded securities must, no later than April 30 in each year, pay the aggregate of the participation fees shown in Column B of Appendix D corresponding to the services described in Rows A1 to A6 and C1 of Column A in Appendix D that are provided by the alternative trading system during the specified period.
(2) An alternative trading system described in Row E1 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite the corresponding description in Row E1.
(3) An alternative trading system described in Row E2 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite the corresponding description in Row E2.
(4) If there are two or more alternative trading systems that trade the same asset class, each of which is related to each other,
(a) the obligation under subsection (1), (2) or (3) and Appendix D must be calculated as if the alternative trading systems are a single entity, and
(b) each alternative trading system is jointly and severally liable in respect of the obligation.
(5) If there are two or more alternative trading systems, each of which is related to each other and each of which trades different asset classes, then each alternative trading system must pay the aggregate of the participation fees shown in Column B of Appendix D opposite of the corresponding services described in Rows A1 to A6, C1 and E1 to E2 of Appendix D that are provided by the alternative trading system during the specified period..
11. The Instrument is amended by adding the following section:
Information processor
20.1 (1) An information processor described in Row G1 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite to the corresponding description in Row G1.
(2) An information processor described in Row G2 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite to the corresponding description in Row G2.
12. The Instrument is amended by adding the following section:
Crypto asset trading platforms
20.2 (1) A registrant firm that is a crypto asset trading platform must, no later than April 30 in each year, pay the participation fee in Column B of Appendix D opposite the corresponding description in Rows H1 to H6 of Column A..
13. Section 21 is amended
(a) by replacing"D1"with"I1", and
(b) by replacing"D6"with"I6".
14. Section 22 is replaced with the following:
Other specified regulated entities
22. A person or company described in Row D1, F1, J1, J2 or K1 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite the corresponding description in Row D1, F1, J1, J2 or K1, as the case may be..
15. Subsection 23(1) is replaced with the following:
23.(1) A person or company must, on the date it first becomes a specified regulated entity, pay a participation fee calculated as follows:
A x B ÷ 12
in which,
"A" is
(a) in the case of a recognized exchange, the aggregate of the participation fees shown in Column B of Appendix D opposite the corresponding services described in Rows A1 to A6, B1 or B2, and C1 of Appendix D that are to be provided by the recognized exchange in the specified period,
(b) a recognized quotation and trade reporting system, $25,000,
(c) in the case of an exchange exempt from recognition under the Act, $11,000,
(d) in the case of an alternative trading systems for exchange traded securities, the aggregate participation fees shown in Column B of Appendix D opposite the corresponding services described in Rows A1 to A6 and C1 that are to be provided by the alternative trading system for exchange traded securities in the specified period,
(e) in the case of an alternative trading system other than for exchange traded securities, $10,000 or $20,000, as the case may be,
(f) in the case of an alternative trading system exempt from the requirements of NI21-101, NI23-101 and NI23-103, $5,000,
(g) in the case of an information processor for exchange traded securities other than options or an information processor for unlisted debt securities, $10,000,
(h) in the case of a crypto asset trading platform, the participation fee shown in Column B of Appendix D opposite the corresponding description in Rows H1 to H6,
(i) in the case of a recognized clearing agency, the aggregate of the participation fees shown in Column B of Appendix D opposite the services described in Rows I1 to I6 of Column A that are to be provided by the clearing agency in the specified period,
(j) in the case of a clearing agency exempt from recognition under the Act, $8,250 or $11,000, as the case may be,
(k) in the case of a designated trade repository, $33,000, and
"B" is the number of complete months remaining from the month in which the person or company first became a specified regulated entity until March 31..
16. The Instrument is amended by adding the following Part:
PART 6.1
FEE ADJUSTMENT
Consumer Price Index fee adjustment
31.1 (1) Beginning on April 3, 2028 and on every first Monday of April after that, the participation fees prescribed in this Rule under Appendix A, B and C, the capitalization and specified Ontario revenues tiers in Appendix A, B and C, will be adjusted in accordance with each of the following:
(a) the participation fees payable immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(b) the capitalization tiers under the column "Capitalization for the Previous Financial Year" in Appendix A and B immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(c) the specified Ontario revenues tiers under the column "Specified Ontario Revenues for the Designated Financial Year" in Appendix C immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(d) if the percentage change in the Ontario Consumer Price Index for the pervious 12-months ending December 31st of the prior year, as set out in paragraphs (1)(a), (1)(b), and (1)(c) results in a negative amount, the fees, capitalization and specified Ontario revenues tiers shall not be increased;
(e) any participation fee, capitalization, and specified Ontario revenues tiers that, once increased in accordance with paragraphs (1)(a), (1)(b), and (1)(c) results in an amount that is not a whole number shall be rounded to the nearest dollar.
(2) For the purposes of subsection (1), the Ontario Consumer Price Index is the Consumer Price Index for Ontario (All-Items) as published by Statistics Canada.
17. Section 32 is amended by replacing"L4"with"O4".
18. Section 33 is amended
(a) by replacing"M1"with"P1", and
(b) by replacing and"M2"with"P2".
19. Section 37 is amended
(a) by replacing"$10,000"with"$14,000" in paragraph (a) of the definition"applicable limit",
(b) by replacing"$5,000"with"$7,000" in paragraph (b) of the definition"applicable limit",
(c) by replacing";"with"."at the end of the definition of"covered document", and
(d) by repealing the definition"specified late day".
20. Subsection 39(1) is amended by deleting"specified late".
21. Section 41 is repealed.
22. Section 42 is amended by replacing"Row D"with"Row C".
23. Section 43 is repealed.
24. Part 11 is replaced with the following:
PART 11
EFFECTIVE DATE
Effective Date
45. This Rule comes into force on April 5, 2027..
25. Appendix A is replaced with the following:
APPENDIX A
CORPORATE FINANCE PARTICIPATION FEES FOR CLASS 1 AND 2 ISSUERS
(Subsection 4(1))
Capitalization for the Previous Financial Year
Participation Fee
Under $25 million
$750
$25 million to under $50 million
$2,400
$50 million to under $100 million
$6,100
$100 million to under $250 million
$12,700
$250 million to under $500 million
$27,900
$500 million to under $1 billion
$38,900
$1 billion to under $5 billion
$59,350
$5 billion to under $10 billion
$76,425
$10 billion to under $25 billion
$116,000
$25 billion to under $50 billion
$151,000
$50 billion to under $100 billion
$196,000
$100 billion to under $200 billion
$255,000
$200 billion and over
$331,500
26. Appendix B is replaced with the following:
APPENDIX B
CORPORATE FINANCE PARTICIPATION FEES FOR CLASS 3B ISSUERS
(Subsection 4(3))
Capitalization for the Previous Financial Year
Participation Fee
under $25 million
$750
$25 million to under $50 million
$1,110
$50 million to under $100 million
$2,030
$100 million to under $250 million
$4,225
$250 million to under $500 million
$9,300
$500 million to under $1 billion
$13,000
$1 billion to under $5 billion
$19,785
$5 billion to under $10 billion
$25,460
$10 billion to under $25 billion
$38,700
$25 billion to under $50 billion
$43,500
$50 billion to under $100 billion
$56,500
$100 billion to under $200 billion
$73,500
$200 billion and over
$95,500
27. Appendix C is replaced with the following:
APPENDIX C
CAPITAL MARKETS PARTICIPATION FEES
(Section 13)
Capitalization for the Previous Financial Year
Participation Fee
under $25 million
$750
$25 million to under $50 million
$1,110
$50 million to under $100 million
$2,030
$100 million to under $250 million
$4,225
$250 million to under $500 million
$9,300
$500 million to under $1 billion
$13,000
$1 billion to under $5 billion
$19,785
$5 billion to under $10 billion
$25,460
$10 billion to under $25 billion
$38,700
$25 billion to under $50 billion
$43,500
$50 billion to under $100 billion
$56,500
$100 billion to under $200 billion
$73,500
$200 billion and over
$95,500
28. Appendix D is replaced with the following:
APPENDIX D
PARTICIPATION FEES FOR SPECIFIED REGULATED ENTITIES
(Part 4)
Row
Specified Regulated Entity (Column A)
Participation Fee (Column B)
A.
Recognized Exchange, Recognized Quotation and Trade Reporting System, and Alternative Trading System for Exchange Traded Securities
A1
A person or company with a Canadian trading share for the specified period of less than 2.5%.
$25,000
A2
A person or company with a Canadian trading share for the specified period of greater than or equal to 2.5% and less than 15%.
$55,000
A3
A person or company with a Canadian trading share for the specified period of greater than or equal to 15% and less than 25%.
$150,000
A4
A person or company with a Canadian trading share for the specified period of greater than or equal to 25% and less than 50%.
$300,000
A5
A person or company with a Canadian trading share for the specified period of greater than or equal to 50% and less than 75%.
$440,000
A6
A person or company with a Canadian trading share for the specified period of greater than or equal to 75% or more.
$550,000
B.
Recognized Exchange -- Supplemental Fee
B1
A person or company that is a recognized exchange but does not list securities nor performs a listing regulation function
$30,000
B2
A person or company that is a recognized exchange that lists securities and performs a listed regulation function subject to oversight
$120,000
C.
Recognized Exchange and Alternative Trading System
C1
Each recognized exchange or alternative trading system described in Rows A1 to A6, B1 and B2, E1 and E2 that provides additional products and services at any time during the specified period.
$50,000
D.
Exchanges Exempt from Recognition under the Act
D1
A person or company that is exempted by the Commission from the application of subsection 21(1) of the Act.
$11,000
E.
Alternative Trading Systems
E1
Each alternative trading system only for unlisted debt or securities lending.
$10,000
E2
Each alternative trading system that is not described in Row A1 to A6 or E1.
$20,000
F.
Alternative Trading Systems exempt from requirements under NI 21-101, NI 23-101, and NI 23-103
F1
Each alternative trading system that is exempted by the Commission from the application of the requirements under NI 21-101, NI 23-101 and NI 23-103.
$5,000
G.
Information Processor
G1
Each information processor for exchange traded securities other than options
$10,000
G2
Each information processor for unlisted debt securities
$10,000
H.
Crypto Asset Trading Platform
H1
A crypto asset trading platform that was a CIRO member at the end of the specified period and did not operate a marketplace in the specified period.
$30,000
H2
A crypto asset trading platform that was not a CIRO member at the end of the specified period and did not operate a marketplace in the specified period.
$50,000
H3
A crypto asset trading platform that was a CIRO member at the end of the specified period and operated a marketplace in the specified period.
$63,000
H4
A crypto asset trading platform that was not a CIRO member at the end of the specified period and operated a marketplace in the specified period.
$83,000
H5
A crypto asset trading platform that was a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within Rows H1 to H4.
$120,000
H6
A crypto asset trading platform that was not a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within Rows H1 to H4.
$170,000
I.
Recognized Clearing Agencies -- Services
I1
Matching services, being the provision of facilities for comparing data respecting the terms of settlement of a trade or transaction.
$11,000
I2
Netting services, being the provision of facilities for the calculation of the mutual obligations of participants for the exchange of securities and/or money.
$22,000
I3
Settlement services, being services that ensure that securities are transferred finally and irrevocably from one participant to another in exchange for a corresponding transfer of money and/or vice versa.
$22,000
I4
Acting as a central clearing counterparty by providing novation services, if the Commission does not place reliance on another regulator for direct oversight.
$165,000
I5
Acting as a central clearing counterparty by providing novation services, if the Commission places reliance on another regulator for direct oversight.
$77,000
I6
Depositary services, being the provision of centralized facilities as a depository for securities.
$22,000
J.
Clearing Agencies Exempt from Recognition under the Act
J1
Each clearing agency that
$8,250
(a)
is exempted by the Commission from the application of subsection 21.2(1) of the Act,
(b)
does not have a clearing member resident in Ontario, and
(c)
has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario.
J2
Each clearing agency that
$11,000
(a)
is exempted by the Commission from the application of subsection 21.2(1) of the Act, and
(b)
has at least one clearing member resident in Ontario.
K.
Designated Trade Repositories
K1
Each designated trade repository designated under subsection 21.2.2(1) of the Act.
$33,000
29. Appendix F is replaced with the following:
APPENDIX F
ACTIVITY FEES
(Sections 32 and 33)
Row
Document or Activity (Column A)
Fee (Column B)
A.
Prospectus, Fund Facts and ETF Facts Filings
A1
Preliminary or Pro Forma Prospectus in Form 41-101F1 Information Required in a Prospectus (including if PREP procedures are used)
$3,000
A2
Additional fee for each technical report that supports scientific and technical information relating to a mineral project that is included in a Preliminary or Pro Forma Prospectus.
$2,000 for each technical report for which a fee under this Appendix has not previously been paid
A3
Preliminary Short Form Prospectus in Form 44-101F1 Short Form Prospectus (including if shelf or PREP procedures are used) or a Registration Statement on Form F-9 or F-10 filed by an issuer that is incorporated or that is organized under the laws of Canada or a jurisdiction in Canada province or territory in connection with a distribution solely in the United States under MJDS as described in the companion policy to National Instrument 71-101 The Multijurisdictional Disclosure System.
$3,000
A4
Prospectus, fund facts document and ETF facts document filings on behalf of certain investment Funds
(a)
Preliminary or pro forma fund facts document, or fund facts document filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure in Form 81-101F3 Contents of Fund Facts Document
For preliminary or pro forma fund facts documents, or fund facts documents filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure for mutual funds from the same prospectus, the greater of
(i)
$3,000 for a prospectus, and
(ii)
$500 for each mutual fund.
(b)
Preliminary or pro forma ETF facts document, or ETF facts document filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document
For preliminary or pro forma ETF facts documents, or ETF facts documents filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document for ETFs from the same prospectus, the greater of
(i)
$3,000 for a prospectus, and
(ii)
$500 for each ETF
(c)
Preliminary or pro forma prospectus in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF) or scholarship plan prospectus in Form 41-101F3 Information Required in a Scholarship Plan Prospectus
For preliminary or pro forma prospectuses in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF), or scholarship plan prospectuses in Form 41-101F3 Information Required in a Scholarship Plan Prospectus from the same prospectus, the greater of
(i)
$3,000 for a prospectus, and
(ii)
$500 for each investment fund
A5
Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions).
$3,000
A6
Filing 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.
$500
B.
Fees relating to exempt distributions under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and NI 45-106
B1
Application for recognition, or renewal of recognition, as an accredited investor
$350
B2
Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement
$500
C.
Applications for specifically enumerated relief, approval, recognition, designation, etc.
C1
An application for relief from this rule
$1,800
C2
An application for relief from any of the following:
$1,800
(a)
National Instrument 31-102 National Registration Database;
(b)
NI 33-109;
(c)
section 3.11 [Portfolio manager -- advising representative] of NI 31-103;
(d)
section 3.12 [Portfolio manager -- associate advising representative] of NI 31-103;
(e)
section 3.13 [Portfolio manager -- chief compliance officer] of NI31-103;
(f)
section 3.14 [Investment fund manager -- chief compliance officer] of NI 31-103;
(g)
section 9.1 [IIROC membership for investment dealers] of NI 31-103;
(h)
section 9.2 [MFDA membership for mutual fund dealers] of NI 31-103.
C3
An application for relief from any of the following:
$500
(a)
section 3.3 [Time limits on examination requirements] of NI 31-103;
(b)
section 3.5 [Mutual fund dealer -- dealing representative] of NI 31-103;
(c)
section 3.6 [Mutual fund dealer -- chief compliance officer] of NI 31-103;
(d)
section 3.7 [Scholarship plan dealer -- dealing representative] of NI 31-103;
(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.
C4
An application under subparagraph 1(10)(a)(ii) of the Act
$1,400
C5
An application
Nil
(a)
under section 30 or subsection 38(3) of the Act or subsection 1(6) of the Business Corporations Act,
(b)
under subsection 144(1) of the Act for an order to partially revoke a cease-trade order to permit trades solely for the purpose of establishing a tax loss, as contemplated under Division 2 of National Policy 12-202 Revocation of Certain Cease Trade Orders, and
(c)
under subsections 144(1) and 127(4.3) of the Act to revoke a cease trade order made under subsection 127(4.1) of the Act that has been in effect for 90 days or less.
C6
An application other than a pre-filing, where the discretionary relief or regulatory approval is evidenced by the issuance of a receipt for the applicants' final prospectus (such as certain applications under National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure).
(a)
$5,750 for an application for relief from, or approval under, one section of the Act, a regulation or a rule
(b)
$8,400 for an application for relief from, or approval under, two or more sections of the Act, regulation or a rule
C7
An application
$400
(a)
made under subsection 46(4) of the Business Corporations Act for relief from the requirements under Part V of that Act
(b)
for consent to continue in another jurisdiction under paragraph 21(b) of Ont. Reg. 398/21 made under the Business Corporations Act
Note: These fees are in addition to the fee payable to the Minister of Finance as set out in the Schedule attached to the Minister's Fee Orders relating to applications for exemption orders made under the Business Corporations Act to the Commission.
D.
Recognitions and Exemptions for Specified Regulated Entities
D1
An application for recognition of an exchange under section 21 of the Act
$120,000
D2
An application for exemption from the requirement to be recognized as an exchange under section 21 of the Act
$91,000
D3
An application by a marketplace that trades OTC derivatives, including swap execution facilities, for exemption from the requirement to be recognized under section 21 of the Act
$22,000
D4
An application by clearing agencies for recognition under section 21.2 of the Act
$120,000
D5
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency not planning to have any clearing member resident in Ontario, if the clearing agency has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario.
$16,500
D6
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency planning to have at least one clearing member resident in Ontario.
$91,000
(plus an additional fee of $120,000 in connection with an application described in any of Rows D1 to D5 that
(a)
reflects a merger of an exchange or clearing agency,
(b)
reflects an acquisition of a major part of the assets of an exchange or clearing agency, or
(c)
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or reflects a major reorganization or restructuring of an exchange or clearing agency).
E.
Initial Filing for ATS
E1
Review of the initial Form 21-101F2 Information Statement Alternative Trading System of a new alternative trading system
$60,000
F.
Significant change to Form 21-101F1 or Form 21-101F2
F1
Each amendment that is a significant change to a matter set out in Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System or in Form 21-101F2 Information Statement Alternative Trading System and is not a change to Exhibit L -- Fees
$7,500
F2
Each amendment to Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System or to Form 21-101F2 Information Statement Alternative Trading System that is a change to Exhibit L -- Fees
$3,500
G.
Trade Repository
G1
Application for designation as a trade repository under section 21.2.2 of the Act
$91,000
H.
Crypto Asset Trading Platform
H1
New registration application by a person or company to operate a crypto asset trading platform and will not operate a marketplace
$24,500
H2
New registration application by a person or company to operate a crypto asset trading platform and will operate a marketplace (e.g. an alternative trading system)
$60,000
I.
Significant Change to Crypto Asset Trading Platform
I1
Each filing of a Form 21-101F2 Information Statement Alternative Trading System or of a Form 33-109F5 Change of Registration Information that is a significant change to a business or activity of a crypto asset trading platform
$12,500
J.
Pre-Filings
J1
Each pre-filing relating to the items described in Rows D1 to D5, E1, G1, H1 and H2
One-half of the otherwise applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing.
J2
Any other pre-filing, except for a pre-filing from a person or company to operate a crypto asset trading platform
The applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing.
Note: The fee for a pre-filing under this section will be credited against the applicable fee payable if and when the corresponding formal filing (e.g., an application or a preliminary prospectus) is actually proceeded with; otherwise, the fee is nonrefundable.
J3
Each initial review of documents submitted relating to a potential application from a person or company to operate a crypto asset trading platform as described in Rows H1 and H2
$15,000
The fee is non-refundable if registration is not pursued but otherwise is part of the applicable activity fee.
K.
Take-Over Bid and Issuer Bid Documents
K1
Filing of a take-over bid or issuer bid circular under subsection 2.10(2),(3) or (4) of NI 62-104 or the filing of an information circular in connection with a special meeting to be held to consider the approval of a going private transaction, reorganization, amalgamation, merger, arrangement, consolidation or similar business combination (other than a second step business combination in compliance with MI 61-101).
$4,500
(plus $2,000 if neither the offeror nor an issuer of which the offeror is a wholly-owned subsidiary is subject to, or reasonably expected to become subject to, a participation fee under this Rule)
K2
Filing of a notice of change or variation under section 2.13 of NI 62-104
Nil
L.
Registration-Related Activity
L1
New registration of a firm in one or more categories of registration, other than in the registration category of restricted dealer
$1,300
L1.1
Additional fee for new registration of a firm in the registration category of restricted dealer
$24,500
L2
Addition of one or more categories of registration
$700
L3
Registration of a new representative as a dealer and/or adviser on behalf of a registrant firm
$200 per individual, unless the individual makes an application to register in the same category of registration within three months of terminating employment with a previous firm.
L4
Review of permitted individual
$100 per individual, unless the individual is already registered as a dealer and/or adviser on behalf of a registrant firm
L5
Change in status from not being a representative on behalf of a registrant firm to being a representative on behalf of the registrant firm
$200 per individual
L6
Registration as a chief compliance officer or ultimate designated person of a registrant firm, if the individual is not registered as a representative on behalf of the registrant firm
$200 per individual
L7
Registration of a new registrant firm, or the continuation of registration of an existing registrant firm, resulting from or following an amalgamation of one or more registrant firms
$1,000
L8
Application for amending terms and conditions of registration
$800
M.
Registrant Acquisitions
M1
Notice given 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
$4,300
N.
Designated Rating Organizations
N1
An application for designation of a credit rating organization under section 22 of the Act
$15,000
N2
An application for a variation of a designation of a credit rating organization under subsection 144(1) of the Act if the application
$15,000
(a)
reflects a merger of a credit rating organization,
(b)
reflects an acquisition of a major part of the assets of a credit rating organization,
(c)
involves the introduction of a new business that would significantly change the risk profile of a credit rating organization, or
(d)
reflects a major reorganization or restructuring of a credit rating organization
N3
Any other application for a variation of a designation of a credit rating organization under subsection 144(1) of the Act
$4,800
O.
Any Application not otherwise Listed in this Rule
O1
An application, other than one described in Rows A1 to N3, for
$5,750
(a)
relief from one section of the Act, a regulation or a rule, or
(b)
recognition or designation under one section of the Act, a regulation or a rule.
O2
An application, other than one described in Rows A1 to N3, for
$8,400
(a)
relief from two or more sections of the Act, a regulation or a rule made at the same time, or
(b)
recognition or designation under two or more sections of the Act, a regulation or a rule made at the same time.
O3
An application referred to in Row O1 or O2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-503 (Commodity Futures Act) Fees:
The amount in Row O1 or O2 is increased by $2,200
(i)
the applicant;
(ii)
an issuer of which the applicant is a wholly owned subsidiary;
(iii)
the investment fund manager of the applicant.
O4
An application under subsection 144(1) of the Act if the application
The amount in Row O1 or O2 is increased by $120,000
(a)
reflects a merger of an exchange or clearing agency,
(b)
reflects an acquisition of a major part of the assets of an exchange or clearing agency,
(c)
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or
(d)
reflects a major reorganization or restructuring of an exchange or clearing agency.
O5
An application referred to in Row O1 or O2 if the application is by a restricted dealer or a firm that has applied for registration in the category of restricted dealer and involves an exemption from one or more requirements of National Instrument 21-101 Marketplace Operation, National Instrument 23-101 Trading Rules, or National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces
The amount in Row O1 or O2 is increased by $24,500
P.
Requests to the Commission
P1
Request for a search of Commission public records
$10 initial search fee, plus $7.50 per person searching for each 15 minutes spent by the person searching or preparing records for disclosure to the extent consistent with the request.
P2
Request for copies of Commission public records
Applicable search fees under Row P1. Additional charge of $0.25 per page for photocopied or printed records. No additional charge for digital copies, where available.
30. Appendix G is replaced with the following:
APPENDIX G
ADDITIONAL FEES FOR LATE DOCUMENT FILINGS
(Part 9)
Document
Late Fee
(Column A)
(Column B)
A.
Fee for late filing or delivery of any of the following forms or documents:
Late fee amount to be calculated in accordance with Part 9 of the Rule.
(a)
Annual financial statements and interim financial information;
(b)
Annual information form filed under NI 51-102 or National Instrument 81-106 Investment Fund Continuous Disclosure;
(c)
Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals (section 4.2).
(d)
Any form or document required to be filed or delivered by a registrant firm or individual in connection with the registration of the registrant firm or individual under the Act with respect to
(i)
terms and conditions imposed on the registrant firm or individual, or
(ii)
an order of the Commission;
(e)
Form 13-502F4.
B.
Fee for late filing a Form 45-106F1
For each year, $100 for every day in the year following the date the form was required to be filed by a person or company until the date the form is filed, to a maximum of $7,000 for the year for all Form 45-106F1s required to be filed by the person or company in the year.
C.
Fee for late filing of Form 55-102F2 Insider Report
Subject to section 42 of the Rule, $50 per day per insider per issuer (subject to a maximum of $1,400 per issuer within any one year beginning on April 1st and ending on March 31st.).
31. Form 13-502F2 Class 2 Reporting Issuers -- Participation Fee is amended by deleting"Finance"before"leases"under the heading"Financial Statement Values".
32. Form 13-502F3A Class 3A Reporting Issuers -- Participation Fee is amended by replacing"$1,070"with"$750"opposite the heading"Participation Fee".
33. Form 13-502F4 Capital Markets Participation Fee Calculation is replaced with the following:
General Instructions
1. This form must be completed and returned to the Ontario Securities Commission by November 1 each year, as required by section 13 of OSC Rule 13-502 Fees (the Rule), except in the case where firms register after November 1 in a year or provide notification after November 1 in a year of their status as an unregistered capital markets participant. In these exceptional cases, this form must be filed within 60 days of registration or notification after November 1.
2. This form is to be completed by "registrant firms" (as defined in the Rule) or by firms that are "registrant firms" under both the Rule and OSC Rule 13-503 (Commodity Futures Act) Fees. This form is also to be completed by unregistered capital markets participants.
3. For firms registered under the Commodity Futures Act, the completion of this form will serve as an application for the renewal of both the firm and all its registered individuals wishing to renew under the Commodity Futures Act.
4. Members of the Canadian Investment Regulatory Organization (CIRO) who are investment dealers must complete Part 5(a) of this form and members of CIRO who are mutual fund dealers must complete Part 5(b). Unregistered capital markets participants and registrant firms that are not CIRO members must complete Part 5(c).
5. CIRO Members who are investment dealers may refer to Statement E of the IDPC Form 1, or any successor to Statement E of the IDPC Form 1, and CIRO members who are mutual fund dealers may refer to Statement D of the MFDR Form 1 (IFSR), or any successor to Statement D of the MFDR Form 1 (IFSR), for guidance.
6. If a firm's permanent establishments are situated only in Ontario, all of the firm's total revenue for the designated financial year is attributed to Ontario. If permanent establishments are situated in Ontario and elsewhere, the percentage attributed to Ontario for a designated financial 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 financial 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.
8. Information reported on this form must be certified by an individual specified in section 14 of the Rule to attest to its completeness and accuracy.
9. If the firm has no "designated financial year" as defined in section 1 of the Rule, do not complete Part 5 of this form.
Certification
I, _______________________, of the registrant firm / unregistered capital markets participant noted below have examined this Form 13-502F4 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s)________________________________ |
__________________________ |
Name: |
Date: |
Title:
PART 1: Firm Information
Firm NRD number: _________________________________
Firm legal name: ____________________________
PART 2: Contact Information for Chief Compliance Officer
Please provide the name, e-mail address, phone number and fax number for your Chief Compliance Officer.
Name: ____________________________
E-mail address: ____________________________
Phone: ____________________________ Fax: ____________________________
PART 3: Membership Status (one section)
[x] The firm is a member of the Canadian Investment Regulatory Organization (CIRO).
For a firm that does not hold membership with CIRO:
[x] The firm is an unregistered investment fund manager only
[x] All other firms
PART 4: Financial Information
Does the firm have a designated financial year? [x] Yes [x] No (one selection)
If yes, end date of designated financial year: _____/____/___
yyyy mm dd
PART 5: Participation Fee Calculation
Part 5(a): CIRO Members who are investment dealers
1. Total revenue for designated financial year from Statement E of Part 1 of IDPC Form 1 |
$ ______________________________ |
|
|
2. Less revenue not attributable to capital markets activities |
$ ______________________________ |
|
|
3. Revenue subject to participation fee (line 1 less line 2) |
$ ______________________________ |
|
|
4. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% ______________________________ |
|
|
5. Specified Ontario revenues (line 3 multiplied by line 4) |
$ ______________________________ |
|
|
6. Participation fee (From Appendix C of the Rule, select the participation fee opposite the specified Ontario revenues from line 5) |
$ ______________________________ |
Part 5(b): CIRO Members who are mutual fund dealers
1. Total revenue for designated financial year from Statement D, Part 1 of MFDR Form 1 (IFSR) |
$ ______________________________ |
|
|
2. Less revenue not attributable to capital markets activities |
$ ______________________________ |
|
|
3. Revenue subject to participation fee (line 1 less line 2) |
$ ______________________________ |
|
|
4. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% ______________________________ |
|
|
5. Specified Ontario revenues (line 3 multiplied by line 4) |
$ ______________________________ |
|
|
6. Participation fee |
|
|
|
(From Appendix C of the Rule, select the participation fee opposite the specified Ontario revenues from line 5) |
$ ______________________________ |
Part 5(c) Advisers, Other Dealers, and Unregistered Capital Markets Participants
Notes:
1. Total gross revenues are the sum of all gross revenues reported on the audited financial statements, except where unaudited financial statements are permitted in accordance with subsection 17(3) of the Rule. Items reported on a net basis must be adjusted for purposes of the fee calculation to reflect gross revenues.
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 total revenues 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 a (i) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (ii) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (iii) an unregistered exempt international firm, 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 registrant firms or unregistered exempt international firms described in note 4 are permitted as a deduction on this line to the extent they are otherwise included in gross revenues.
****
1. Total gross revenue for designated financial year (note 1) |
$ ______________________________ |
|
|
Less the following items for the designated financial year: |
|
|
|
2. Gross 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 during the designated financial year by it to (i) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (ii) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (iii) an unregistered exempt international firm. (note 4) |
$ ______________________________ |
|
|
6. Trailer fees paid to registrant firms or unregistered exempt international firms (note 5) |
$ ______________________________ |
|
|
7. Total deductions (sum of lines 2 to 6) |
$ ______________________________ |
|
|
Calculation: |
|
|
|
8. Revenue subject to participation fee (line 1 less line 7) |
$ ______________________________ |
|
|
9. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% _____________________________ |
|
|
10. Specified Ontario revenues (line 8 multiplied by line 9) |
$ ______________________________ |
|
|
11. Participation fee |
|
(From Appendix C of the Rule, select the participation fee beside the specified Ontario revenues from line 10) |
$ ______________________________ |
34. Form 13-502F7 Specified Regulatory Entities -- Participation Fee is replaced with the following:
Name of Specified Regulated Entity: _______________________________
Applicable Year:__________________
Type of Specified Regulated Entity:
(check one)
• Recognized exchange or recognized quotation and trade reporting system
• Alternative trading system
• Recognized clearing agency
• Exempt exchange, Exempt clearing agency or Designated Trade Repository
• Crypto asset trading platform
(1) Participation Fee for applicable year -- Recognized exchange or recognized quotation and trade reporting system
a. Filer should enter their Canadian trading share for the specified period below:
Canadian Trading Share Description
% (To be Entered by Filer)
Line 1: the share in the specified period of the total dollar values of trades of exchange-traded securities
Line 2: the share in the specified period of the total trading volume of exchange-traded securities
Line 3: the share in the specified period of the total number of trades of exchange-traded securities
Line 4: Average of Lines 1, 2 & 3 above
Line 5: Filer is required to Pay the Amount from the corresponding column in the table below based on the average calculated on Line 4 above:
$ _________________________
Canadian trading share for the specified period of less than 2.5%
$25,000
Canadian trading share for the specified period of greater than or equal to 2.5% and less than 15%
$55,000
Canadian trading share for the specified period of greater than or equal to 15% and less than 25%
$150,000
Canadian trading share for the specified period of greater than or equal to 25% and less than 50%
$300,000
Canadian trading share for the specified period of greater than or equal to 50% and less than 75%
$440,000
Canadian trading share for the specified period of greater than or equal to 75% or more
$550,000
b. Filer should enter the Supplemental Fee for the specified period below:
Supplemental Fee Description
Amount (To be entered by Filer)
Line 6: Filer is required to Pay the Amount of the Supplemental Fee for the corresponding column below that describes its listing services:
If operating a recognized exchange but does not list securities nor performs a listing regulation function
$30,000
If operating a recognized exchange that lists securities and performs a listed regulation function subject to oversight
$120,000
c. Filer should enter the Additional Products and Services Fee for the specified period below:
Line 7: Additional Products and Services Fee
Filer to enter $0 or the applicable fee
Additional Products and Services Fee
$50,000
Total Participation Fee for the specified period
Amount
Line 8: Filer is required to pay the aggregated amounts in Lines 5, 6 and 7
= SUM of Line 5, Line 6 and Line 7
(2) Participation Fee for applicable year -- Alternative trading system for exchange traded securities, if not exempted by the Commission from the requirements in NI21-101, NI23-101 and NI23-103
Line 9: If operating an alternative trading system for exchange-traded securities, enter the Participation Fee based on the Canadian Trading Share (Line 5) |
$ ______________________________ |
|
|
Line 10: If operating an alternative trading system that offers Additional Products and Services, enter the Participation Fee in Line 7 |
$ ______________________________ |
|
|
Line 11: Filer is required to pay the aggregated amounts in Lines 9 and 10 |
$ |
(2.1) Participation Fee for the applicable year -- Alternative trading system that is exempted by the Commission from the requirements under NI21-101, NI23-101 and NI23-103
Line 11.1: If operating an alternative trading system that is exempt by the Commission from the requirements in NI21-101, NI23-101 and NI23-103 Filer is required to pay the Participation Fee of $5,000 |
|
(3) Participation Fee for the applicable year -- other alternative trading system
Line 12: If operating an alternative trading system for unlisted debt securities or securities lending, enter $10,000 |
$ ______________________________ |
|
|
Line 13: If operating any alternative trading system that is not for exchange-traded securities, unlisted debt securities or securities lending, enter $20,000 |
$ ______________________________ |
|
|
Line 14: If operating an alternative trading system for exchange-traded securities and unlisted debt securities, the Filer must pay an aggregated Participation Fee of Lines 11 and 12 |
|
(4) Participation Fee for the applicable year -- Information Processor
Line 15: Information processor for exchange traded securities other than options, enter $10,000 |
$ ______________________________ |
|
|
Line 16: Information processor for unlisted debt securities, enter $10,000 |
$ ______________________________ |
(5) Participation Fee for the applicable year -- Crypto Asset Trading Platform (CTP)
Line 17: A CTP that was a CIRO dealer member at the end of the specified period and did not operate a marketplace during the applicable year, enter $30,000 |
$ ______________________________ |
|
|
Line 18: A CTP that was not a CIRO dealer member at the end of the specified period and did not operate a marketplace during the applicable year, enter $50,000 |
$ ______________________________ |
|
|
Line 19: A CTP that was a CIRO dealer member at the end of the specified period and operated a marketplace during the applicable year, enter $63,000 |
$ ______________________________ |
|
|
Line 20: A CTP that was not a CIRO dealer member at the end of the specified period and operated a marketplace during the applicable year, enter $83,000 |
$ ______________________________ |
|
|
Line 21: A CTP that was a CIRO dealer member at the end of the specified period, operated a marketplace during the applicable year, and offered multiple types of products and services involving crypto assets in the specified period and is not subject to the Participation Fees in Lines 17 to 20, enter $120,000 |
$ ______________________________ |
|
|
Line 22: A CTP that was not a CIRO dealer member at the end of the specified period, operated a marketplace during the applicable year, and offered multiple types of products and services involving crypto assets in the specified period and is not subject to the Participation Fees in Lines 17 to 20, enter $170,000 |
$ ______________________________ |
(6) Participation Fee for applicable year -- Recognized clearing agency
For services offered in Ontario Market the filer should enter the corresponding amount in the Fees Payable Column:
Services Description |
Fee Payable |
|
|
Line 23: Matching services, being the provision of facilities for comparing data respecting the terms of settlement of a trade or transaction, enter $11,000 |
$ ______________________________ |
|
|
Line 24: Netting services, being the provision of facilities for the calculation of the mutual obligations of participants for the exchange of securities and/or money, enter $22,000 |
$ ______________________________ |
|
|
Line 25: Settlement services, being services that ensure that securities are transferred finally and irrevocably from one participant to another in exchange for a corresponding transfer of money and/or vice versa, enter $22,000 |
$ ______________________________ |
|
|
Line 26: Acting as a central clearing counterparty by providing novation services, if the Commission does not place reliance on another regulator for direct oversight, enter $165,000 |
$ ______________________________ |
|
|
Line 27: Acting as a central clearing counterparty by providing novation services, if the Commission places reliance on another regulator for direct oversight, enter $77,000 |
$ ______________________________ |
|
|
Line 28: Depositary services, being the provision of centralized facilities as a depository for securities, enter $22,000 |
$ ______________________________ |
|
|
Line 29: Total Participation Fee Payable (Sum of Lines 23 -- 28) |
$ ______________________________ |
(7) Participation Fee for applicable year for other types of specified regulated entities
Line 30: Filer is required to pay the amount of the Participation Fee indicated below, as applicable |
$ ______________________________ |
|
|
If operating as an Exempt Clearing Agency that has at least one clearing member resident in Ontario or as an Exempt Exchange, enter $11,000 |
$ ______________________________ |
|
|
If operating as an Exempt Clearing Agency with at least one customer (as defined in NI94-102) resident in Ontario that does not have a clearing member resident in Ontario, enter $8,250 |
$ ______________________________ |
|
|
If operating a designated Trade Repository under subsection 21.2.2(1) of the Act, enter $33,000 |
$ ______________________________ |
(8) Prorated Participation Fee
Line 31: If this is the first time paying a participation fee as a specified regulated entity, prorate the amount under subsection 23(1) of the Rule. |
$ ______________________________ |
(9) Late Fee
Line 32: Unpaid portion of Participation Fee from Sections (1), (2), (2.1), (3), (4), (5), (6) (7), and (8) |
$ ______________________________ |
|
|
Line 33: Number of business days late after April 30 for the applicable year |
$ ______________________________ |
|
|
Line 34: Fee Payable is as follows: Amount from Line 32*0.1% |
$ ______________________________ |
(10) Total Fee Payable
Line 35: Aggregate Participation Fee from Sections (1), (2), (2.1), (3), (4), (5), (6),(7), and (8) |
$ ______________________________ |
|
|
Line 36: Late Fee from Line 34 |
$ ______________________________ |
|
|
Line 37: Fee Payable is the aggregated amounts in Line 35 and Line 36 |
$ ______________________________ |
35. Form 13-502F9 Form Accompanying Payment of Derivatives Participation Fee is replaced with the following:
1. |
Derivatives Fee Year to which fee relates |
July 1, _____ to June 30, |
|
||
2. |
Name of Fee Payer |
_____________________ |
|
||
3. |
Legal Entity Identifier of Fee Payer for the purposes of OSC Rule 91-507 |
_____________________ |
|
||
4. |
Complete for the derivatives fee year ending June 30, 2024 and subsequent derivatives fee years: |
|
|
||
|
Average Quarterly Notional Amount Outstanding during the Derivatives Fee Year (determined in accordance with subsection 29(3) of OSC Rule 13-502 Fees) |
$ _______________ |
|
||
5. |
Participation Fee |
$ _______________ |
|
||
6. |
Late Fee, if applicable |
$ _______________ |
|
(determined under section 30 of OSC Rule 13-502 Fees) |
|
|
||
7. |
Total Fee Payable |
$ _______________ |
|
(Participation Fee plus Late Fee) |
|
36. This Instrument comes into force on April 5, 2027.
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This document is a blackline version of proposed changes to Ontario Securities Commission Rule 13-502 (including Forms).
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1. In this Rule,
"Canadian trading share", in relation to a specified regulated entity for a specified period, means the average in the specified period of the following:
(a) the share of the entity of the total dollar values of trades of exchange-traded securities in Canada,
(b) the share of the entity of the total trading volume of exchange-traded securities in Canada, and
(c) the share of the entity of the total number of trades of exchange-traded securities in Canada;
"capitalization", in relation to a reporting issuer, means the capitalization of the reporting issuer determined in accordance with section 9, 10 or 11, as the case may be;
"capital markets activities" means activities for which registration is required, or activities for which an exemption from registration is required under the Act or under the Commodity Futures Act, or would be so required if those activities were carried on in Ontario;
"CIRO" means the Canadian Investment Regulatory Organization;
"Class 1 reporting issuer" means a reporting issuer, other than a Class 3A reporting issuer or a Class 3B reporting issuer, that at the end of its previous financial year, had securities listed or quoted on a marketplace;
"Class 2 reporting issuer" means a reporting issuer other than a Class 1 reporting issuer, a Class 3A reporting issuer or a Class 3B reporting issuer;
"Class 3A reporting issuer" means a reporting issuer that is not incorporated under the laws of Canada or a province or territory and that
(a) had no securities listed or quoted on any marketplace at the end of its previous financial year, or
(b) had securities listed or quoted on a marketplace at the end of its previous financial year and all of the following apply:
(i) at the end of its previous financial year, securities registered in the names of persons or companies resident in Ontario represented less than 1% of the market value of all of the reporting issuer's outstanding securities for which it or its transfer agent or registrar maintains a list of registered owners;
(ii) the reporting issuer reasonably believes that, at the end of its previous financial year, securities beneficially owned by persons or companies resident in Ontario represented less than 1% of the market value of all its outstanding securities;
(iii) the reporting issuer reasonably believes that none of its securities traded on a marketplace in Canada during its previous financial year;
(iv) the reporting issuer 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 subsidiaries, or
(B) to a person or company exercising a right previously granted by the reporting issuer 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 that
(a) is not a Class 3A reporting issuer, and
(b) is a designated foreign issuer or an SEC foreign issuer as those terms are defined in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;
"crypto asset trading platform" means a person or company that trades in crypto assets or instruments or contracts involving crypto assets that are securities or derivatives;
"derivatives fee year" means a one-year period commencing on July 1 of the then previous year and ending on June 30 of the then current year;
"derivatives fee quarter-end" means the last business day in each of September, December, March and June of a derivatives fee year;
"designated financial year" in connection with the filing at any time of a completed Form 13-502F4 means,
(a) if the filing is by a registrant firm, the most recently completed financial year of the registrant firm, determined at the time of the filing, for which audited financial statements are available, and
(b) if the filing is by an unregistered capital market participant, the most recent completed financial year of the unregistered capital market participant, determined at the time of the filing, for which
(i) audited annual financial statements are available; or
(ii) unaudited annual financial statements are available, if the unregistered capital market participant does not ordinarily have its annual financial statements audited;
"Form 13-502F4" means Form 13-502F4 Capital Markets Participation Fee Calculation;
"Form 45-106F1" means Form 45-106F1 Report of Exempt Distribution;
"generally accepted accounting principles", in relation to a person or company, means the generally accepted accounting principles used to prepare the financial statements of the person or company in accordance with Ontario securities law;
"highest trading marketplace" means
(a) the marketplace on which the highest volume in Canada of the class or series was traded in the previous financial year and which discloses regularly the prices at which those securities have traded,
(b) if the class or series was not traded in the previous financial year on a marketplace in Canada, the marketplace on which the highest volume in the United States of America of the class or series was traded in the previous financial year and which discloses regularly the prices at which those securities have traded, or
(c) if the class or series was not traded in the previous financial year on a marketplace in Canada or the United States of America, the marketplace on which the highest volume of the class or series was traded in the previous financial year and which discloses regularly the prices at which those securities have traded;
"IIROC" means the Investment Industry Regulatory Organization of Canada;
"MFDA" means the Mutual Fund Dealers Association of Canada;"net assets", in relation to a person or company, means the total assets minus the total liabilities of the person or company, determined in accordance with the generally accepted accounting principles applying to the person or company;
"NI 21-101" means National Instrument 21-101 Marketplace Operation;
"NI 23-101" means National Instrument 23-101 Trading Rules;
"NI 23-103" means National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces;
"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
"NI 33-109" means National Instrument 33-109 Registration Information;
"NI 45-106" means National Instrument 45-106 Prospectus Exemptions;
"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;
"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;
"Ontario percentage" means, in relation to a person or company for a designated financial year,
(a) in the case of a person or company that had a permanent establishment in Ontario in the designated financial year and no permanent establishment elsewhere, 100%,
(b) in the case of a person or company that had a permanent establishment in Ontario and elsewhere in the designated financial year and had taxable income in the designated financial year that is positive, the percentage of the taxable income that is taxable income earned in the year in Ontario, and
(c) in any other case, the percentage of the total revenues of the person or company for the designated financial year attributable to capital markets activities in Ontario;
"OSC Rule 91-507" means Ontario Securities Commission Rule 91-507 Derivatives: Trade Reporting;
"parent" means a person or company of which another person or company is a subsidiary;
"permanent establishment" means a permanent establishment as defined in subsection 400(2) of the Income Tax Regulations (Canada);
"permitted individual" has the same meaning as in NI 33-109;
"previous financial year" means the most recently completed financial year of the person or company;
"principal regulator" has the same meaning as in NI 33-109;
"quarterly period" means, in respect of a financial year of a reporting issuer,
(a) in the case of a 12 month financial year, the period ending on the last day of the financial year and the periods ending nine, six and three months before the end of the financial year, or
(b) in any other case, each of four consecutive equal length periods during the financial year, in which the first period commences on the first day of the financial year of the reporting issuer and the fourth period ends on the last day of the financial year of the reporting issuer;
"registrant firm" means a person or company registered or required to be registered as a dealer, adviser or investment fund manager
;under the Act;"restricted dealer" has the same meaning as in NI 31-103;
"specified Ontario revenues", in relation to a person or company for a designated financial year, means the revenues of the person or company calculated for the designated financial year under section 16 or 17, as the case may be;
"specified period" means the period beginning on April 1 of the previous year and ending on March 31 of the year;
"specified regulated entity" means a person or company described in Column A of Appendix D of the rule;
"subsidiary" means, subject to subsection 1(4) of the Act, a subsidiary of a person or company as determined in accordance with the generally accepted accounting principles applying to the person or company;
"taxable income" means taxable income as determined under the Income Tax Act (Canada);
"taxable income earned in the year in Ontario", in relation to a person or company for a financial year, means the taxable income of the person or company earned in the financial year in Ontario as determined under Part IV of the Income Tax Regulations (Canada);
"unregistered capital markets participant" means
(a) an unregistered investment fund manager;
(b) an unregistered exempt international firm; or
(c) a funding portal relying on the exemption in section 3 of National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions.
"unregistered exempt international firm" means a dealer or adviser that is not registered under the Act if one or both of the following apply:
(a) the dealer or adviser is exempt from the dealer registration requirement and the underwriter registration requirement only because of section 8.18 [International dealer] of NI 31-103;
(b) the dealer or adviser is exempt from the adviser registration requirement only because of section 8.26 [International adviser] of NI 31-103;
"unregistered investment fund manager" means an investment fund manager that is exempt from the investment fund manager registration requirement only because of section 4 [Permitted clients] of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers.
2. 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.
3. This Part does not apply to an investment fund that has an investment fund manager.
4. (1) A reporting issuer that is a Class 1 reporting issuer or a Class 2 reporting issuer must, after each of its financial years, pay the participation fee shown in Appendix A opposite the capitalization of the reporting issuer for the previous financial year.
(2) A reporting issuer that is a Class 3A reporting issuer must, after each of its financial years, pay a participation fee of $7501,000.
(3) A reporting issuer that is a Class 3B reporting issuer must, after each of its financial years, pay the participation fee shown in Appendix B opposite the capitalization of the reporting issuer for the previous financial year.
(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 the period that begins immediately after the time that would otherwise be the end of the previous financial year in respect of the participation fee and ends at the time the participation fee would otherwise be required to be paid under section 5.
5. (1) A reporting issuer must pay the participation fee required under section 4 by the earlier of
(a) the date on which its annual financial statements for its previous financial year are required to be filed under Ontario securities law, and
(b) the date on which its annual financial statements for its previous financial year are filed.
6. (1) Section 4 does not apply to a reporting issuer that is a subsidiary if all of the following apply:
(a) at the end of the subsidiary's previous financial year, an issuer that was a Class 1 or Class 2 reporting issuer was the parent of the subsidiary;
(b) the audited financial statements of the parent prepared in accordance with NI 52-107 require the consolidation of the parent and the subsidiary;
(c) to the extent required by section 9 or 10, the capitalization of the parent for its previous financial year included the capitalization of the subsidiary;
(d) the parent paid its participation fee for its previous financial year, with reference to section 9 or 10;
(e) in the subsidiary's previous financial year, the subsidiary was entitled to rely on an exemption or waiver from the requirements in subsections 4.1(1), 4.3(1), 5.1(1) or section 5.2 and section 6.1 of NI 51-102.
(2) A reporting issuer referred to in subsection (1) must file a completed Form 13-502F6 Subsidiary Exemption Notice that contains a certification signed by an officer of the reporting issuer, by the date on which its annual financial statements for its previous financial year would have been required to be filed under Ontario securities law absent an exemption or waiver described in paragraph (1)(e).
7. (1) At the time that it pays the participation fee required by this Part,
(a) a Class 1 and a Class 3B reporting issuer must file a completed Form 13-502F1 Class 1 and Class 3B Reporting Issuers -- Participation Fee,
(b) a Class 2 reporting issuer must file a completed Form 13-502F2 Class 2 Reporting Issuers -- Participation Fee, and
(c) a Class 3A reporting issuer must file a completed Form 13-502F3A Class 3A Reporting Issuers -- Participation Fee.
(2) A form required to be filed under subsection (1) must contain a certification signed by an officer of the reporting issuer.
8. (1) A reporting issuer that is late in paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) If a late fee calculated under subsection (1) is less than $100, it is deemed to be nil.
9. (1) The capitalization of a Class 1 reporting issuer for the previous financial year is the total of all of the following:
(a) for each class or series of the reporting issuer's equity securities listed or quoted on a marketplace, the sum of the market value of the securities listed or quoted on a marketplace at the end of the last trading day of each quarterly period in the previous financial year of the reporting issuer divided by four;
(b) if section 6 applies to a subsidiary of the reporting issuer, for each class or series of equity securities of the subsidiary, the sum of the market value of the subsidiary's securities listed or quoted on a marketplace at the end of the last trading day of each quarterly period in the previous financial year of the subsidiary divided by four, to the extent that this sum has not otherwise been included in the capitalization of the reporting issuer for the previous financial year;
(c) the fair value of the outstanding debt securities of the reporting issuer at the end of the previous financial year that are,
(i) listed or quoted on a marketplace,
(ii) traded over the counter, or
(iii) available for purchase or sale without regard to a statutory hold period;
(d) the fair value of the outstanding debt securities of the reporting issuer's subsidiaries at the end of the previous financial year for subsidiaries that are not reporting issuers, to the extent that those outstanding debt securities are consolidated in the reporting issuer's financial statements and are
(i) listed or quoted on a marketplace,
(ii) traded over the counter, or
(iii) available for purchase or sale without regard to a statutory hold period;
(e) the fair value of the outstanding debt securities of the reporting issuer's subsidiaries at the end of the previous financial year for subsidiaries that are reporting issuers to which section 6 applies, to the extent that those outstanding debt securities are
(i) listed or quoted on a market place,
(ii) traded over the counter, or
(iii) available for purchase or sale without regard to a statutory hold period.
(2) For the purpose of paragraphs (1)(a) and (b), the market value of each class or series of a reporting issuer's equity securities listed or quoted on a market place is calculated for each quarterly period as follows:
A x B
in which,
"A" is equal to the closing price of the security in the class or series on the last trading day of the quarterly period in which such security was listed or quoted on the highest trading market place, and
"B" is equal to the number of securities in the class or series of such security outstanding at the end of the quarterly period.
10. (1) The capitalization of a Class 2 reporting issuer for the previous financial year is the total of all of the following items, as shown in its audited statement of financial position as at the end of the previous financial year:
(a) retained earnings or deficit;
(b) contributed surplus;
(c) share capital or owners' equity, options, warrants and preferred shares;
(d) non-current borrowings, including the current portion;
(e)
financeleases, including the current portion;(f) non-controlling interest;
(g) items classified on the statement of financial position as non-current liabilities, and not otherwise referred to in this subsection;
(h) any other item forming part of 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 the previous financial year if it is not required to prepare, and does not ordinarily prepare, audited annual financial statements.
11. The capitalization of a Class 3B reporting issuer must be determined under section 9, as if it were a Class 1 reporting issuer.
12. (1) Subject to subsection (2), in determining its capitalization, a reporting issuer may rely on information made available by a marketplace on which its securities trade.
(2) If a reporting issuer reasonably believes that the information made available by a marketplace is incorrect, the issuer must make a good faith estimate of the information required.
13. (1) A registrant firm or an unregistered capital markets participant must, after August 31 and before November 2 in each year, file a completed Form 13-502F4 showing the information required to determine the applicable participation fee referred to in sections 16,or 17or 17.1.
(2) A registrant firm or an unregistered capital markets participant must, by December 31 in each year, pay the participation fee shown in Appendix C opposite the specified Ontario revenues for the designated financial year of the firm or participant.
(3) Despite subsections (1) and (2), if a person or company that was neither a registrant firm nor an unregistered capital market participant becomes, between November 1 and December 31, a registrant firm or an unregistered capital markets participant, it must, within 60 days of the date of it becoming a registrant firm or unregistered capital markets participant
(a) file a completed Form 13-502F4; and
(b) pay the participation fee determined in the completed Form 13-502F4.
(4) A registrant firm or an unregistered capital markets participant under subsections (1) and (2) that has no designated financial year in the year of becoming a registrant firm or unregistered capital markets participant, must by December 31 of that year pay $700 as capital market participation fees.
14. (1) A Form 13-502F4 required to be filed under section 13 must contain a certification signed by any one of the following:
(a) the chief compliance officer of the registrant firm or the unregistered capital markets participant;
(b) in the case of an unregistered capital markets participant without a chief compliance officer, an individual acting in a similar capacity;
(c) a specified officer of the registrant firm or the unregistered capital markets participant, or an individual acting in a similar capacity;
(d) a director of the registrant firm or the unregistered capital markets participant.
(2) For the purposes of paragraph (1)(c), "specified officer" of a registrant firm or an unregistered capital markets participant, means an individual with any one or more of the following positions in relation to the registrant firm or the unregistered capital market participant:
(a) chief executive officer;
(b) chief financial officer;
(c) chief operating officer.
15. (1) A person or company that is late in paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) A late fee calculated under subsection (1) is deemed to be nil if it is less than $100.
Calculating specified Ontario revenues for IIROC and MFDACIRO members
16. (1) The specified Ontario revenues for a designated financial year of a registrant firm that was a n IIROC or MFDACIRO member at the end of the designated financial year is calculated by multiplying
(a) the registrant firm's total revenues for the designated financial year, less the portion of the total revenue not attributable to capital markets activities,
by
(b) the registrant firm's Ontario percentage for the designated financial year.
(2) For the purpose of paragraph (1)(a), "total revenues" for a designated financial year means,
(a) for a registrant firm that was
an IIROCa CIRO memberwho is an investment dealer at the end of the designated financial year, the amount shown as total revenue for the designated financial year on Statement E of theIIROCIDPC Form 1, or any successor to Statement E of the IDPC Form 1, filed with CIROIIROCby the registrant firm, and(b) for a registrant firm that was
an MFDAa CIRO memberwho is a mutual fund dealer at the end of the designated financial year, the amount shown as total revenue for the designated financial year on Statement D of theMFDAMFDR Form 1 (IFRS), or any successor to Statement D of the MFDR Form 1 (IFRS), filed with CIROthe MFDAby the registrant firm.`
17. (1) The specified Ontario revenues for a designated financial year of either an unregistered capital markets participant or a registrant firm that was not a member of IIROC or the MFDACIRO at the end of the designated financial year is calculated by multiplying
(a) the total gross revenues, of the unregistered capital markets participants or the registrant firm, for the designated financial year, less deductions permitted under subsection (2),
by
(b) the Ontario percentage of the unregistered capital markets participant or the registrant firm for the designated financial year.
(2) For the purpose of paragraph (1)(a), an unregistered capital markets participant or a registrant firm may deduct the following items, if earned in the designated financial year, from its total gross revenues:
(a) revenues not attributable to capital markets activities;
(b) redemption fees earned on the redemption of investment fund securities that were sold on a deferred sales charge basis;
(c) administration fees earned relating to the recovery of costs from investment funds managed by it for operating expenses that it paid on behalf of the investment funds;
(d) advisory or sub-advisory fees paid during the designated financial year by it to
(i) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or
(ii) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or;
(iii) an unregistered exempt international firm;
(e) trailing commissions paid during the designated financial year by it to a registrant firm described in subparagraph (d)(i).
(3) Despite subsection (1), an unregistered capital markets participant may calculate its gross revenues using unaudited financial statements if it does not ordinarily prepare audited financial statements.
Calculating specified Ontario revenues for a continuing entity following an acquisition, amalgamation, or other form of corporate reorganization
17.1 The specified Ontario revenues for an unregistered capital markets participant or a registrant firm that is the continuing entity resulting from an acquisition, amalgamation, or other form of corporate reorganization involving one or more predecessor entities is calculated by combining each predecessor entity's specified Ontario revenues for the designated financial year for that year as determined under subsections 16(1) or 17(1).
18. (1) A recognized exchange must, no later than April 30 in each year, pay theaggregate of the participation fees for the services described in Rows A1 to A6, B1 or B2 and C1 of Column A of Appendix D that are provided by the recognized exchange during the specified period. shown in Column B of Appendix D opposite the corresponding Canadian trading share of the exchange for the specified period in Rows A1 to A6 of Column A.
(2) If there are two or more recognized exchanges, each of which is related to each other,
(a) the obligation under subsection (1) and Appendix D must be calculated as if the recognized exchanges are a single entity, and
(b) each recognized exchange is jointly and severally liable in respect of the obligation.
19. A recognized quotation and trade reporting system must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite the corresponding Canadian trading share of the quotation and trade reporting system for the specified period in Rows A1 to A6 of Column A.
20. (1) An alternative trading system for exchange traded securities described in Row C1 in Column A of Appendix D must, no later than April 30 in each year, paythe aggregate of the a participation fees shown in Column B of Appendix D corresponding to the services described in Rows A1 to A6 and C1 of Column A in Appendix D that are provided by the alternative trading system during the specified period. equal to the lesser of
(a) the participation fee set for the alternative trading system in Column B of Appendix D as if it were a recognized exchange, opposite the corresponding Canadian trading share of the alternative trading system for the specified period in Rows A1 to A6 of Column A, less the capital markets participation fee paid under section 13 by the person or company in the preceding year, and
(b) $17,000.
(2) An alternative trading system described in Row E1C2 in Column A of Appendix D must, no later than April 30 in each year, pay the a participation feeshown in Column B of Appendix D opposite the corresponding description in Row E1. equal to the lesser of
(a) $30,000, less the capital markets participation fee paid under section 13 by the person or company in the preceding year, and
(b) $8,750.
(3) An alternative trading system described in Row E2C3 in Column A of Appendix D must, no later than April 30 in each year, pay the a participation feeshown in Column B of Appendix D opposite the corresponding description in Row E2. equal to the lesser of
(a) $30,000, less the capital markets participation fee paid under section 13 by the person or company in the preceding year, and
(b) $17,000.
(4) If the amount determined under paragraph (1)(a), (2)(a) or (3)(a) is negative, the amount must be refunded to the person or company not later than June 1 in the year.
(54) If there are two or more alternative trading systems that trade the same asset class, each of which is related to each other,
(a) the obligation under subsection (1), (2) or (3) and Appendix D must be calculated as if the alternative trading systems are a single entity, and
(b) each alternative trading system is jointly and severally liable in respect of the obligation.
(56) If there are two or more alternative trading systems, each of which is related to each other and each of which trades different asset classes, then each alternative trading system must pay the aaggregate of the participation fees shown in Column B of Appendix D opposite of the corresponding services described in Rows A1 to A6, C1 and E1 to E2 of Appendix D that are provided by the alternative trading system during the specified period. as determined under subsection (1), (2) or (3).
Information processor
20.1 (1) An information processor described in Row G1 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite to the corresponding description in Row G1.
(2) An information processor described in Row G2 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite to the corresponding description in Row G2.
Crypto asset trading platforms
20.2 (1) A registrant firm that is a crypto asset trading platform must, no later than April 30 in each year, pay the participation fee in Column B of Appendix D opposite the corresponding description in Rows H1 to H6 of Column A.
21. A recognized clearing agency must, no later than April 30 in each year, pay the aggregate of the participation fees shown in Column B of Appendix D opposite the services described in Rows I1D1 to I6D6 of Column A that are provided by the clearing agency in the specified period.
22. A person or company described in Row D1B1, F1E1,J1, J2E2 or K1F1 in Column A of Appendix D must, no later than April 30 in each year, pay the participation fee shown in Column B of Appendix D opposite the corresponding description in Row D1B1, F1E1,J1, J2E2 or K1F1, as the case may be.
23. (1) A person or company must, on the date it first becomes a specified regulated entity, pay a participation fee calculated as follows:
A x B ÷ 12
in which,
"A" is
(a) in the case of a recognized exchange,the aggregate of the participation fees shown in Column B of Appendix D opposite the corresponding services described in Rows A1 to A6, B1 or B2, and C1 of Appendix D that are to be provided by the recognized exchange in the specified period,
(b) a recognized quotation and trade reporting system,
or an alternative trading system,$25,00030,000,(c
b) in the case of an exchange exempt from recognition under the Act, $11,00010,000,(d) in the case of an alternative trading systems for exchange traded securities, the aggregate participation fees shown in Column B of Appendix D opposite the corresponding services described in Rows A1 to A6 and C1 that are to be provided by the alternative trading system for exchange traded securities in the specified period,
(e) in the case of an alternative trading system other than for exchange traded securities, $10,000 or $20,000, as the case may be,
(f) in the case of an alternative trading system exempt from the requirements of NI21-101, NI 23-101 and NI 23-103, $5,000,
(g) in the case of an information processor for exchange traded securities other than options or an information processor for unlisted debt securities, $10,000,
(h) in the case of a crypto asset trading platform, the participation fee shown in Column B of Appendix D opposite the corresponding description in Rows H1 to H6,
(i
c) in the case of a recognized clearing agency, the aggregate of the participation fees shown in Column B of Appendix D opposite the services described in Rows I1D1to I6D6of Column A that are to be provided by the clearing agency in the specified period,(j
d) in the case of a clearing agency exempt from recognition under the Act, $8,250 or $11,00010,000, as the case may be,(k
e) in the case of a designated trade repository, $33,00030,000, and"B" is the number of complete months remaining from the month in which the person or company first became a specified regulated entity until March 31.
(2) If a person or company first becomes a specified regulated entity between January 1 and March 31 of a year, the fee required to be paid under subsection (1) is in addition to the fee required to be paid by the person or company in the same year under section 18 to section 22.
24. A payment made under section 18 to section 23 must be accompanied by a completed Form 13-502F7 Specified Regulated Entities -- Participation Fee.
25. (1) A person or company that is late paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) If the late fee calculated under subsection (1) is less than $100, it is deemed to be nil.
26. (1) A designated credit rating organization must, after each financial year,
(a) pay a participation fee of $15,000, and
(b) file a completed Form 13-502F8 Designated Credit Rating Organizations -- Participation Fee containing a certification signed by an officer of the designated credit rating organization.
(2) A designated credit rating organization must comply with subsection (1) by the earlier of
(a) the date on which it is required to file a completed Form 25-101FI Designated Rating Organization Application and Annual Filing in respect of the financial year under National Instrument 25-101 Designated Rating Organizations, and
(b) the date on which it files a completed Form 25-101FI Designated Rating Organization Application and Annual Filing in respect of the financial year.
27. (1) A designated credit rating organization that is late paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) If a late fee calculated under subsection (1) is less than $100, it is deemed to be nil.
28. In this Part, "transaction" has the meaning ascribed to it in OSC Rule 91-507.
Fee payer
29. (1) A person or company is a fee payer for the purposes of this Part in respect of a derivatives fee year where both of the following conditions are satisfied:
(a) with respect to any derivative for which a transaction occurred in the derivatives fee year, the person or company was a reporting counterparty (as defined in OSC Rule 91-507);
(b) the person or company was neither a recognized clearing agency nor exempt by the Commission from the requirement to be recognized as a clearing agency.
30. (1) Beginning with the derivatives fee year commencing July 1, 2022 and ending June 30, 2023, a fee payer must pay a participation fee, shown in Appendix E, for each derivatives fee year in respect of which it is a fee payer.
(2) The participation fee required of a fee payer by subsection (1) is determined with reference to the fee payer's average quarterly notional amount outstanding during the derivatives fee year. A fee payer's average quarterly notional amount outstanding during the derivatives fee year is determined with regard to each derivative required to be reported under OSC Rule 91-507 for which the fee payer is a counterparty and notwithstanding Part 8 of this Rule is calculated as follows:
(a) as of each derivatives fee quarter-end, determine the notional amount of the fee payer's outstanding positions as at the end of the day, in respect of derivatives reported under OSC Rule 91-507, referenced in the currency of the outstanding position, as reported under OSC Rule 91-507,
(b) aggregate the notional amounts referred to in paragraph (a) for each currency for all four derivatives fee quarter-ends,
(c) for each aggregate determined in respect of a currency (other than the Canadian dollar) under paragraph (b), calculate the Canadian dollar equivalent using the daily exchange rate for the last business day of the derivatives fee year, as posted on the Bank of Canada website,
(d) add the amount determined under paragraph (b) in respect of the Canadian dollar and the total of the Canadian dollar equivalents determined under paragraph (c), and
(e) divide the total determined under paragraph (d) by four to obtain the fee payer's average quarterly notional amount outstanding during the derivatives fee year.
(3) Despite subsection (2), a fee payer may, at its option, only in respect of the derivatives fee year commencing July 1, 2022 and ending June 30, 2023, determine the participation fee required by subsection (1) with reference to the fee payer's notional amount outstanding as of the last business day of the derivatives fee year, instead of with reference to the fee payer's average quarterly notional amount outstanding during the derivatives fee year. A fee payer's notional amount outstanding as of the last business day of the derivatives fee year is determined with regard to each transaction required to be reported under OSC Rule 91-507 for which the fee payer is a counterparty and notwithstanding Part 8 of this Rule is calculated as follows:
(a) as of the last business day of the derivatives fee year, determine the notional amount of the fee payer's outstanding positions, as at the end of the day, in respect of transactions reported under OSC Rule 91-507, referenced in the currency of the outstanding position, as reported under OSC Rule 91-507,
(b) aggregate the notional amounts referred to in paragraph (a) for each currency,
(c) for each aggregate determined in respect of a currency (other than the Canadian dollar) under paragraph (b), calculate the Canadian dollar equivalent using the daily exchange rate for the last business day of the derivatives fee year, as posted on the Bank of Canada website, and
(d) add the amount determined under paragraph (b) in respect of the Canadian dollar and the total of the Canadian dollar equivalents determined under paragraph (c) to obtain the fee payer's notional amount outstanding as of the last business day of the derivatives fee year.
(34) The payment required of a fee payer by subsection (1) in respect of a derivatives fee year must be made by the fee payer not more than 60 days after the end of the derivatives fee year and be accompanied by Form 13-502F9 Form Accompanying Payment of Derivatives Participation Fee.
(45) Despite paragraphs (2)(c) and (3)(c), if the notional amount of an outstanding position is denominated in a currency for which the Bank of Canada does not post a daily exchange rate, the fee payer may calculate the Canadian dollar equivalent required under these paragraphs using the exchange rate posted by another central bank.
31. (1) A fee payer that is late in paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) If a late fee calculated under subsection (1) is less than $100, it is deemed to be nil.
Consumer Price Index fee adjustment
31.1(1) Beginning on April 3, 2028 and on every first Monday of April after that, the participation fees prescribed in this Rule under Appendix A, B and C, the capitalization and specified Ontario revenues tiers in Appendix A, B and C, will be adjusted in accordance with each of the following:
(a) the participation fees payable immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(b) the capitalization tiers under the column "Capitalization for the Previous Financial Year" in Appendix A and B immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(c) the specified Ontario revenues tiers under the column "Specified Ontario Revenues for the Designated Financial Year" in Appendix C immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(d) if the percentage change in the Ontario Consumer Price Index for the pervious 12-months ending December 31st of the prior year, as set out in paragraphs (1)(a), (1)(b), and (1)(c) results in a negative amount, the fees, capitalization and specified Ontario revenues tiers shall not be increased;
(e) any participation fee, capitalization, and specified Ontario revenues tiers that, once increased in accordance with paragraphs (1)(a), (1)(b), and (1)(c) results in an amount that is not a whole number shall be rounded to the nearest dollar.
(2) For the purposes of subsection (1), the Ontario Consumer Price Index is the Consumer Price Index for Ontario (All-Items) as published by Statistics Canada.
32. A person or company must, when filing a document or taking an action described in any of Rows A1 to O4L4 of Column A of Appendix F, pay the fee shown opposite the description of the document or action in Column B.
33. A person or company that makes a request described in Row P1M1 or P2M2 of Column A of Appendix F must pay the fee shown opposite the description of the request in Column B of Appendix F before receiving the document or information requested.
34. (1) Despite section 32, only one fee must be paid under this Part for an application, in respect of a joint activity, made jointly by applicants affiliated with each other.
(2) Without limiting the generality of subsection (1), only one fee must be paid under this Part where an application for exemptive relief is made jointly by applicants affiliated with each other.
35. Despite section 32, 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.
36. 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 exchange rate for the last business day preceding the particular date as posted on the Bank of Canada website.
37. For the purposes of this Part,
"applicable limit" of a person or company for a year means
(a) if the person or company is required to pay a participation fee in the year under Part 3 and the specified Ontario revenues for the designated financial year on which the participation fee is based are greater than or equal to $500 million, $14,000
10,000for that year, and(b) in any other case, $7,000
5,000for that year;"covered document" means a form or document listed in Row A of Column A of Appendix G
;.
"specified late day" means a day occurring after April 2, 2023.
38. A person or company that files or delivers a covered document after it was required to be filed or delivered, must, when filing or delivering it, pay the fee determined under section 39 in respect of the covered document.
39. (1) Subject to subsection (2), the fee for a covered document is equal to $100 multiplied by the number of specified late days following the date the covered document was required to be filed or delivered until the date the covered document is filed or delivered.
(2) Despite subsection (1), the maximum late fee payable by a person or company under section 38 and attributable to a year for all covered documents is equal to the applicable limit.
(3) If an investment fund and one more other investment funds have the same investment fund manager or investment fund managers that are affiliates of each other and each of those investment funds has failed to file the same type of covered document due by the same date, a fee paid under section 38 by the first-mentioned investment fund in respect of that covered document and attributable to a year is deemed for the purposes of this section to have been paid by each of the other investment funds and be attributable to that year.
(4) If a registrant firm and one or more registrant firms are affiliates of each other and each of those registrant firms has failed to file the same type of a covered document due by the same date, a fee paid under section 38 by the first-mentioned registrant firm in respect of the covered document and attributable to a year is deemed for the purposes of this section to have been paid by each of the other registrant firms and be attributable to that year.
40. (1) A person or company that files a Form 45-106F1 after it was required to be filed must pay the fee shown in Row B of Column B of Appendix G when filing the form.
(2) Despite subsection (1), if an investment fund and one more other investment funds have the same investment fund manager or investment fund managers that are affiliates of each other and each of those investment funds has failed to file a Form 45-106F1 due by the same date, a fee paid under subsection (1) by the first-mentioned investment fund and attributable to a year is deemed for the purposes of this section to have been paid by each of the other investment funds and be attributable to that year.
41. A person or company that files a Form 13-502F9 after it was required to be filed must pay the fee shown in Row C of Column B of Appendix G when filing the form.
42. (1) A person or company that files a Form 55-102F2 Insider Report after it was required to be filed must pay the fee shown in Row DC of Column B of Appendix G on receiving an invoice from the Commission.
(2) Subsection (1) does not apply to the late filing of a Form 55-102F2 Insider Report by an insider of a reporting issuer if
(a) the head office of the reporting issuer is located outside Ontario; and
(b) the insider is required to pay a fee for the late filing in another province or territory.
43. A person or company that files or delivers a form or document listed in Row A or B of Column A of Appendix D of this Rule as it read on April 2, 2023 that was required to be filed or delivered before April 3, 2023, must, when filing or delivering it, pay the late fee determined under this Rule as it read on April 2, 2023 for the period from the date the form or document is required to be filed or delivered until April 2, 2023.
44. 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.
45. Rule 13-502 Fees, as amended to September 21, 2021, is repealed.
46. This Rule comes into force on April 3, 2023April 5, 2027.___________.
Capitalization for the Previous Financial Year |
Participation Fee |
|
|
Under $25 |
$750 |
|
|
|
|
|
|
$25 million to under $50 million |
$2,400 |
|
|
$50 million to under $100 million |
$6,100 |
|
|
$100 million to under $250 million |
$12,700 |
|
|
$250 million to under $500 million |
$27,900 |
|
|
$500 million to under $1 billion |
$38,900 |
|
|
$1 billion to under $5 billion |
$59,350 |
|
|
$5 billion to under $10 billion |
$76,425 |
|
|
$10 billion to under $25 billion |
$116,000 |
|
|
$25 billion to under $50 billion |
$151,000 |
|
|
$50 billion to under $100 billion |
$196,000 |
|
|
$100 billion to under $200 billion |
$255,000 |
|
|
$200 billion and over |
$331,500 |
Capitalization for the Previous Financial Year |
Participation Fee |
|
|
under $25 |
$750 |
|
|
|
|
|
|
$25 million to under $50 million |
$1,110 |
|
|
$50 million to under $100 million |
$2,030 |
|
|
$100 million to under $250 million |
$4,225 |
|
|
$250 million to under $500 million |
$9,300 |
|
|
$500 million to under $1 billion |
$13,000 |
|
|
$1 billion to under $5 billion |
$19,785 |
|
|
$5 billion to under $10 billion |
$25,460 |
|
|
$10 billion to under $25 billion |
$38,700 |
|
|
$25 billion to under $50 billion |
$43,500 |
|
|
$50 billion to under $100 billion |
$56,500 |
|
|
$100 billion to under $200 billion |
$73,500 |
|
|
$200 billion and over |
$95,500 |
Specified Ontario Revenues for the Designated Financial Year |
Participation Fee |
|
|
under $500,000 |
$700 |
|
|
|
|
|
|
$500,000 to under $1 million |
$2,000 |
|
|
$1 million to under $3 million |
$7,150 |
|
|
$3 million to under $5 million |
$16,100 |
|
|
$5 million to under $10 million |
$34,300 |
|
|
$10 million to under $25 million |
$70,000 |
|
|
$25 million to under $50 million |
$105,200 |
|
|
$50 million to under $100 million |
$217,000 |
|
|
$100 million to under $200 million |
$367,700 |
|
|
$200 million to under $500 million |
$745,300 |
|
|
$500 million to under $1 billion |
$962,500 |
|
|
$1 billion to under $2 billion |
$1,213,800 |
|
|
$2 billion to under $4 billion |
$2,037,000 |
|
|
$4 billion and over |
$3,055,500 |
Row |
Specified Regulated Entity (Column A) |
Participation Fee (Column B) |
|
|
|||
|
A. |
Recognized E |
|
|
|||
A1 |
A person or company with a Canadian trading share for the specified period of |
$25,000 |
|
|
|||
A2 |
A person or company with a Canadian trading share for the specified period of greater than or equal to 2.5% |
$55,000 |
|
A3 |
A person or company with a Canadian trading share for the specified period of greater than or equal to 15% |
$150,000 |
|
|
|||
A4 |
A person or company with a Canadian trading share for the specified period of greater than or equal to 25% |
$300,000 |
|
|
|||
A5 |
A person or company with a Canadian trading share for the specified period of greater than or equal to 50% |
$440,000 |
|
|
|||
A6 |
A person or company with a Canadian trading share for the specified period of greater than or equal to 75% or more. |
$550,000 |
|
|
|||
|
B. |
Recognized Exchange -- Supplemental Fee |
|
|
|||
B1 |
A person or company that is a recognized exchange but does not list securities nor performs a listing regulation function |
$30,000 |
|
|
|||
B2 |
A person or company that is a recognized exchange that lists securities and performs a listed regulation function subject to oversight |
$120,000 |
|
|
|||
|
C. |
Recognized Exchange and Alternative Trading System |
|
|
|||
C1 |
Each recognized exchange or alternative trading system described in Rows A1 to A6, B1 and B2, E1 and E2 that provides additional products and services at any time during the specified period. |
$50,000 |
|
|
|||
|
D |
Exchanges Exempt from Recognition under the Act |
|
|
|||
D1 |
A person or company that is exempted by the Commission from the application of subsection 21(1) of the Act. |
$11,000 |
|
|
|||
|
E |
Alternative Trading Systems |
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
E1 |
Each alternative trading system only for unlisted debt or securities lending. |
|
|
|
|||
|
|
|
(a) |
|
|||
|
|
|
(b) $10,000 |
|
|||
E2 |
Each alternative trading systemthat is not described in RowA1 to A6 or E1. |
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
F. |
Alternative Trading Systems exempt from requirements under NI 21-101, NI 23-101, and NI 23-103 |
|
|
|||
F1 |
Each alternative trading system that is exempted by the Commission from the application of the requirements under NI 21-101, NI 23-101 and NI 23-103. |
$5,000 |
|
|
|||
|
G. |
Information Processor |
|
|
|||
G1 |
Each information processor for exchange traded securities other than options |
$10,000 |
|
|
|||
G2 |
Each information processor for unlisted debt securities |
$10,000 |
|
|
|||
|
H. |
Crypto Asset Trading Platform |
|
|
|||
H1 |
A crypto asset trading platform that was a CIRO member at the end of the specified period and did not operate a marketplace in the specified period. |
$30,000 |
|
|
|||
H2 |
A crypto asset trading platform that was not a CIRO member at the end of the specified period and did not operate a marketplace in the specified period. |
$50,000 |
|
|
|||
H3 |
A crypto asset trading platform that was a CIRO member at the end of the specified period and operated a marketplace in the specified period. |
$63,000 |
|
|
|||
H4 |
A crypto asset trading platform that was not a CIRO member at the end of the specified period and operated a marketplace in the specified period. |
$83,000 |
|
|
|||
H5 |
A crypto asset trading platform that was a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within Rows H1 to H4. |
$120,000 |
|
|
|||
H6 |
A crypto asset trading platform that was not a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within Rows H1 to H4. |
$170,000 |
|
|
|||
|
I |
Recognized Clearing Agencies -- Services |
|
|
|||
I1 |
Matching services, being the provision of facilities for comparing data respecting the terms of settlement of a trade or transaction. |
$11,000 |
|
|
|||
I2 |
Netting services, being the provision of facilities for the calculation of the mutual obligations of participants for the exchange of securities and/or money. |
$22,000 |
|
|
|||
I3 |
Settlement services, being services that ensure that securities are transferred finally and irrevocably from one participant to another in exchange for a corresponding transfer of money and/or vice versa. |
$22,000 |
|
|
|||
I4 |
Acting as a central clearing counterparty by providing novation services, if the Commission does not place reliance on another regulator for direct oversight. |
$165,000 |
|
|
|||
I5 |
Acting as a central clearing counterparty by providing novation services, if the Commission places reliance on another regulator for direct oversight. |
$77,000 |
|
|
|||
I6 |
Depositary services, being the provision of centralized facilities as a depository for securities. |
$22,000 |
|
|
|||
|
J |
Clearing Agencies Exempt from Recognition under the Act |
|
|
|||
J1 |
Each clearing agency that |
$8,250 |
|
|
|||
|
(a) |
is exempted by the Commission from the application of subsection 21.2(1) of the Act, |
|
|
|||
|
(b) |
does not have a clearing member resident in Ontario, and |
|
|
|||
|
(c) |
has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario. |
|
|
|||
|
J2 |
Each clearing agency that |
$11,000 |
|
|||
|
(a) |
is exempted by the Commission from the application of subsection 21.2(1) of the Act, and |
|
|
|||
|
(b) |
has at least one clearing member resident in Ontario. |
|
|
|||
|
K |
Designated Trade Repositories |
|
|
|||
K1 |
Each designated trade repository designated under subsection 21.2.2(1) of the Act. |
$33,000 |
|
Average Quarterly Notional Amount Outstanding during Derivatives Fee Year |
Participation Fee |
|
|
Or |
|
|
|
Notional Amount Outstanding on the Last Business Day of the Derivatives Fee Year Commencing July 1, 2022 and Ending June 30, 2023 |
|
under $3 billion |
$0 |
|
|
$3 billion to under $7.5 billion |
$3,000 |
|
|
$7.5 billion to under $15 billion |
$7,500 |
|
|
$15 billion to under $50 billion |
$15,000 |
|
|
$50 billion to under $100 billion |
$50,000 |
|
|
$100 billion to under $300 billion |
$100,000 |
|
|
$300 billion to under $500 billion |
$200,000 |
|
|
$500 billion to under $1 trillion |
$450,000 |
|
|
$1 trillion to under $4 trillion |
$750,000 |
|
|
$4 trillion to under $10 trillion |
$1,350,000 |
|
|
$10 trillion and over |
$1,900,000 |
Row |
Document or Activity |
Fee |
||
|
(Column A) |
(Column B) |
||
|
||||
|
A. |
Prospectus, Fund Facts and ETF Facts Filings |
|
|
|
||||
A1 |
Preliminary or Pro Forma Prospectus in Form 41-101F1 Information Required in a Prospectus (including if PREP procedures are used) |
$3,000 |
||
|
||||
A2 |
Additional fee for each technical report that supports scientific and technical information relating to a mineral project that is included in a Preliminary or Pro Forma Prospectus. |
$2,000 |
||
|
||||
A3 |
Preliminary Short Form Prospectus in Form 44-101F1 Short Form Prospectus (including if shelf or PREP procedures are used) or a Registration Statement on Form F-9 or F-10 filed by an issuer that is incorporated or that is organized under the laws of Canada or a jurisdiction in Canada province or territory in connection with a distribution solely in the United States under MJDS as described in the companion policy to National Instrument 71-101 The Multijurisdictional Disclosure System. |
$3,000 |
||
|
||||
A4 |
Prospectus, fund facts document and ETF facts document filings on behalf of certain investment Funds |
|
||
|
||||
|
(a) |
Preliminary or pro forma fund facts document, or fund facts document filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure in Form 81-101F3 Contents of Fund Facts Document |
For preliminary or pro forma fund facts documents, or fund facts documents filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure for mutual funds from the same prospectus, the greater of |
|
|
||||
|
|
(i) |
$3,000 |
|
|
||||
|
|
(ii) |
$500 |
|
|
||||
|
(b) |
Preliminary or pro forma ETF facts document, or ETF facts document filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document |
For preliminary or pro forma ETF facts documents, or ETF facts documents filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document for ETFs from the same prospectus, the greater of |
|
|
||||
|
|
(i) |
$3,000 |
|
|
||||
|
|
(ii) |
$500 |
|
|
||||
|
(c) |
Preliminary or pro forma prospectus in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF) or scholarship plan prospectus in Form 41-101F3 Information Required in a Scholarship Plan Prospectus |
For preliminary or pro forma prospectuses in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF), or scholarship plan prospectuses in Form 41-101F3 Information Required in a Scholarship Plan Prospectus from the same prospectus, the greater of |
|
|
||||
|
|
(i) |
$3,000 |
|
|
||||
|
|
(ii) |
$500 |
|
|
||||
A5 |
Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions). |
$3,000 |
||
|
||||
A6 |
Filing 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. |
$500 |
||
|
||||
|
B. |
Fees relating to exempt distributions under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and NI 45-106 |
|
|
|
||||
B1 |
Application for recognition, or renewal of recognition, as an accredited investor |
$350 |
||
|
||||
B2 |
Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement |
$500 |
||
|
||||
|
C. |
Applications for specifically enumerated relief, approval, recognition, designation, etc. |
|
|
|
||||
C1 |
An application for relief from this rule |
$1,800 |
||
|
||||
C2 |
An application for relief from any of the following: |
$1,800 |
||
|
||||
|
(a) |
National Instrument 31-102 National Registration Database; |
|
|
|
||||
|
(b) |
NI 33-109; |
|
|
|
||||
|
(c) |
section 3.11 [Portfolio manager -- advising representative] of NI 31-103; |
|
|
|
||||
|
(d) |
section 3.12 [Portfolio manager -- associate advising representative] of NI 31-103; |
|
|
|
||||
|
(e) |
section 3.13 [Portfolio manager -- chief compliance officer] of NI31-103; |
|
|
|
||||
|
(f) |
section 3.14 [Investment fund manager -- chief compliance officer] of NI 31-103; |
|
|
|
||||
|
(g) |
section 9.1 [IIROC membership for investment dealers] of NI 31-103; |
|
|
|
||||
|
(h) |
section 9.2 [MFDA membership for mutual fund dealers] of NI 31-103. |
|
|
|
||||
C3 |
An application for relief from any of the following: |
$500 |
||
|
||||
|
(a) |
section 3.3 [Time limits on examination requirements] of NI 31-103; |
|
|
|
||||
|
(b) |
section 3.5 [Mutual fund dealer -- dealing representative] of NI 31-103; |
|
|
|
||||
|
(c) |
section 3.6 [Mutual fund dealer -- chief compliance officer] of NI 31-103; |
|
|
|
||||
|
(d) |
section 3.7 [Scholarship plan dealer -- dealing representative] of NI 31-103; |
|
|
|
||||
|
(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. |
|
|
|
||||
C4 |
An application under subparagraph 1(10)(a)(ii) of the Act |
$1,400 |
||
|
||||
C5 |
An application |
Nil |
||
|
||||
|
(a) |
under section 30 or subsection 38(3) of the Act or subsection 1(6) of the Business Corporations Act, |
|
|
|
||||
|
(b) |
under subsection 144(1) of the Act for an order to partially revoke a cease-trade order to permit trades solely for the purpose of establishing a tax loss, as contemplated under Division 2 of National Policy 12-202 Revocation of Certain Cease Trade Orders, and |
|
|
|
||||
|
(c) |
under subsections 144(1) and 127(4.3) of the Act to revoke a cease trade order made under subsection 127(4.1) of the Act that has been in effect for 90 days or less. |
|
|
|
||||
C6 |
An application other than a pre-filing, where the discretionary relief or regulatory approval is evidenced by the issuance of a receipt for the applicants' final prospectus (such as certain applications under National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure). |
(a) |
$5,750 |
|
|
||||
|
|
|
(b) |
$8,400 |
|
||||
C7 |
An application |
$400 |
||
|
||||
|
(a) |
made under subsection 46(4) of the Business Corporations Act for relief from the requirements under Part V of that Act |
|
|
|
||||
|
(b) |
for consent to continue in another jurisdiction under paragraph 21(b) of Ont. Reg. 398 |
|
|
|
||||
|
Note: These fees are in addition to the fee payable to the Minister of Finance as set out in the Schedule attached to the Minister's Fee Orders relating to applications for exemption orders made under the Business Corporations Act to the Commission. |
|
|
|
|
||||
|
D. |
Recognitions and Exemptions for Specified Regulated Entities |
|
|
|
||||
D1 |
An application for recognition of an exchange under section 21 of the Act |
$120,000 |
||
|
||||
D2 |
An application for exemption from the requirement to be recognized as an exchange under section 21 of the Act |
$91,000 |
||
|
||||
D3 |
An application by a marketplace that trades OTC derivatives, including swap execution facilities, for exemption from the requirement to be recognized under section 21 of the Act |
$22,000 |
||
|
||||
D4 |
An application by clearing agencies for recognition under section 21.2 of the Act |
$120,000 |
||
|
||||
D5 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency not planning to have any clearing member resident in Ontario, if the clearing agency has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario. |
$16,500 |
||
|
||||
D6 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency planning to have at least one clearing member resident in Ontario. |
$91,000 |
||
|
||||
|
|
|
(plus an additional fee of $120,000 |
|
|
||||
|
|
|
(a) |
reflects a merger of an exchange or clearing agency, |
|
||||
|
|
|
(b) |
reflects an acquisition of a major part of the assets of an exchange or clearing agency, or |
|
||||
|
|
|
(c) |
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or reflects a major reorganization or restructuring of an exchange or clearing agency). |
|
||||
|
E. |
Initial Filing for ATS |
|
|
|
||||
E1 |
Review of the initial Form 21-101F2 Information Statement Alternative Trading System of a new alternative trading system |
$60,000 |
||
|
||||
|
F. |
Significant change to Form 21-101F1 or Form 21-101F2 |
|
|
|
||||
F1 |
Each amendment that is a significant change to a matter set out in Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System or in Form 21-101F2 Information Statement Alternative Trading System and is not a change to Exhibit L -- Fees |
$7,500 |
||
|
||||
F2 |
Each amendment to Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System or to Form 21-101F2 Information Statement Alternative Trading System that is a change to Exhibit L -- Fees |
$3,500 |
||
|
||||
|
G |
Trade Repository |
|
|
|
||||
G1 |
Application for designation as a trade repository under section 21.2.2 of the Act |
$91,000 |
||
|
||||
|
H. |
Crypto Asset Trading Platform |
|
|
|
||||
H1 |
New registration application by a person or company to operate a crypto asset trading platform and will not operate a marketplace |
$24,500 |
||
|
||||
H2 |
New registration application by a person or company to operate a crypto asset trading platform and will operate a marketplace (e.g. an alternative trading system) |
$60,000 |
||
|
||||
|
I. |
Significant Change to Crypto Asset Trading Platform |
|
|
|
||||
I1 |
Each filing of a Form 21-101F2 Information Statement Alternative Trading System or of a Form 33-109F5 Change of Registration Information that is a significant change to a business or activity of a crypto asset trading platform |
$12,500 |
||
|
||||
|
J |
Pre-Filings |
|
|
|
||||
J1 |
Each pre-filing relating to the items described in Rows D1 to D5, E1, G1, H1 and H2 |
One-half of the otherwise applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing. |
||
|
||||
J2 |
Any other pre-filing, except for a pre-filing from a person or company to operate a crypto asset trading platform |
The applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing. |
||
|
||||
|
Note: The fee for a pre-filing under this section will be credited against the applicable fee payable if and when the corresponding formal filing (e.g., an application or a preliminary prospectus) is actually proceeded with; otherwise, the fee is nonrefundable. |
|
|
|
|
||||
J3 |
Each initial review of documents submitted relating to a potential application from a person or company to operate a crypto asset trading platform as described in Rows H1 and H2 |
$15,000 |
||
|
||||
|
|
The fee is non-refundable if registration is not pursued but otherwise is part of the applicable activity fee. |
||
|
||||
|
K |
Take-Over Bid and Issuer Bid Documents |
|
|
|
||||
K1 |
Filing of a take-over bid or issuer bid circular under subsection 2.10(2),(3) or (4) of NI 62-104 or the filing of an information circular in connection with a special meeting to be held to consider the approval of a going private transaction, reorganization, amalgamation, merger, arrangement, consolidation or similar business combination (other than a second step business combination in compliance with MI 61-101). |
$4,500 |
||
|
||||
|
|
(plus $2,000 if neither the offeror nor an issuer of which the offeror is a wholly-owned subsidiary is subject to, or reasonably expected to become subject to, a participation fee under this Rule) |
||
|
||||
K2 |
Filing of a notice of change or variation under section 2.13 of NI 62-104 |
Nil |
||
|
||||
|
L |
Registration-Related Activity |
|
|
|
||||
L1 |
New registration of a firm in one or more categories of registration, other than in the registration category of restricted dealer |
$1,300 |
||
|
||||
L1.1 |
Additional fee for new registration of a firm in the registration category of restricted dealer |
$24,500 |
||
|
||||
L2 |
Addition of one or more categories of registration |
$700 |
||
|
||||
L3 |
Registration of a new representative as a dealer and/or adviser on behalf of a registrant firm |
$200 per individual, unless the individual makes an application to register in the same category of registration within three months of terminating employment with a previous firm. |
||
|
||||
L4 |
Review of permitted individual |
$100 per individual, unless the individual is already registered as a dealer and/or adviser on behalf of a registrant firm |
||
|
||||
L5 |
Change in status from not being a representative on behalf of a registrant firm to being a representative on behalf of the registrant firm |
$200 per individual |
||
|
||||
L6 |
Registration as a chief compliance officer or ultimate designated person of a registrant firm, if the individual is not registered as a representative on behalf of the registrant firm |
$200 per individual |
||
|
||||
L7 |
Registration of a new registrant firm, or the continuation of registration of an existing registrant firm, resulting from or following an amalgamation of one or more registrant firms |
$1,000 |
||
|
||||
L8 |
Application for amending terms and conditions of registration |
$800 |
||
|
||||
|
M |
Registrant Acquisitions |
|
|
|
||||
M1 |
Notice given 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 |
$4,300 |
||
|
||||
|
N |
Designated Rating Organizations |
|
|
|
||||
N1 |
An application for designation of a credit rating organization under section 22 of the Act |
$15,000 |
||
|
||||
N2 |
An application for a variation of a designation of a credit rating organization under subsection 144(1) of the Act if the application |
$15,000 |
||
|
||||
|
(a) |
reflects a merger of a credit rating organization, |
|
|
|
||||
|
(b) |
reflects an acquisition of a major part of the assets of a credit rating organization, |
|
|
|
||||
|
(c) |
involves the introduction of a new business that would significantly change the risk profile of a credit rating organization, or |
|
|
|
||||
|
(d) |
reflects a major reorganization or restructuring of a credit rating organization |
|
|
|
||||
N3 |
Any other application for a variation of a designation of a credit rating organization under subsection 144(1) of the Act |
$4,800 |
||
|
||||
|
O |
Any Application not otherwise Listed in this Rule |
|
|
|
||||
O1 |
An application, other than one described in Rows A1 to N |
$5,750 |
||
|
(a) |
relief from one section of the Act, a regulation or a rule, or |
|
|
|
||||
|
(b) |
recognition or designation under one section of the Act, a regulation or a rule. |
|
|
|
||||
O2 |
An application, other than one described in Rows A1 to N |
$8,400 |
||
|
||||
|
(a) |
relief from two or more sections of the Act, a regulation or a rule made at the same time, or |
|
|
|
||||
|
(b) |
recognition or designation under two or more sections of the Act, a regulation or a rule made at the same time. |
|
|
|
||||
O3 |
An application referred to in Row O1 |
The amount in Row O1 |
||
|
||||
|
(i) |
the applicant; |
|
|
|
||||
|
(ii) |
an issuer of which the applicant is a wholly owned subsidiary; |
|
|
|
||||
|
(iii) |
the investment fund manager of the applicant. |
|
|
|
||||
O4 |
An application under subsection 144(1) of the Act if the application |
The amount in Row O1 |
||
|
||||
|
(a) |
reflects a merger of an exchange or clearing agency, |
|
|
|
||||
|
(b) |
reflects an acquisition of a major part of the assets of an exchange or clearing agency, |
|
|
|
||||
|
(c) |
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or |
|
|
|
||||
|
(d) |
reflects a major reorganization or restructuring of an exchange or clearing agency. |
|
|
|
||||
O5 |
An application referred to in Row O1 or O2 if the application is by a restricted dealer or a firm that has applied for registration in the category of restricted dealer and involves an exemption from one or more requirements of National Instrument 21-101 Marketplace Operation, National Instrument 23-101 Trading Rules, or National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces |
The amount in Row O1 |
||
|
||||
|
P |
Requests to the Commission |
|
|
|
||||
P1 |
Request for a search of Commission public records |
$10 initial search fee, plus $7.50 per person searching for each 15 minutes spent by the person searching or preparing records for disclosure to the extent consistent with the request. |
||
|
||||
P2 |
Request for copies of Commission public records |
Applicable search fees under Row P1 |
||
Document |
Late Fee |
|||
(Column A) |
(Column B) |
|||
|
||||
A. |
Fee for late filing or delivery of any of the following forms or documents: |
Late fee amount to be calculated in accordance with Part 9 of the Rule. |
||
|
||||
|
(a) |
Annual financial statements and interim financial information; |
|
|
|
(b) |
Annual information form filed under NI 51-102 or National Instrument 81-106 Investment Fund Continuous Disclosure; |
|
|
|
(c) |
Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals (section 4.2). |
|
|
|
(d) |
Any form or document required to be filed or delivered by a registrant firm or individual in connection with the registration of the registrant firm or individual under the Act with respect to |
|
|
|
|
(i) |
terms and conditions imposed on the registrant firm or individual, or |
|
|
|
(ii) |
an order of the Commission; |
|
|
(e) |
Form 13-502F4. |
|
|
|
||||
B. |
Fee for late filing a Form 45-106F1 |
For each year, $100 for every day in the year following the date the form was required to be filed by a person or company until the date the form is filed, to a maximum of $7,000 |
||
|
||||
|
|
|
||
|
||||
C. |
Fee for late filing of Form 55-102F2 Insider Report |
Subject to section 42 of the Rule, $50 per day per insider per issuer (subject to a maximum of $1,400 |
||
1. This form must be completed and returned to the Ontario Securities Commission by November 1 each year, as required by section 13 of OSC Rule 13-502 Fees (the Rule), except in the case where firms register after November 1 in a year or provide notification after November 1 in a year of their status as an unregistered capital markets participant. In these exceptional cases, this form must be filed within 60 days of registration or notification after November 1.
2. This form is to be completed by "registrant firms" (as defined in the Rule) or by firms that are "registrant firms" under both the Rule and OSC Rule 13-503 (Commodity Futures Act) Fees. This form is also to be completed by unregistered capital markets participants.
3. For firms registered under the Commodity Futures Act, the completion of this form will serve as an application for the renewal of both the firm and all its registered individuals wishing to renew under the Commodity Futures Act.
4. IIROC membersMembers of the Canadian Investment Regulatory Organization (CIRO) who are investment dealers must complete Part 5(a) of this form and MFDA membersof CIRO who are mutual fund dealers must complete Part 5(b). Unregistered capital markets participants and registrant firms that are not IIROC or MFDACIRO members must complete Part 5(c).
5. CIRO IIROC Memberswho are investment dealers may refer to Statement E of the IDPC Form 1, or any successor to Statement E of the IDPC Form 1, and CIRO members who are mutual fund dealers may refer to Statement D of the MFDR Form 1 (IFSR), or any successor to Statement D of the MFDR Form 1 (IFSR), Statement E IIROC Form 1 for guidance.
6. MFDA members may refer to Statement D of the MFDA Form 1 (IFRS).
7.6. If a firm's permanent establishments are situated only in Ontario, all of the firm's total revenue for the designated financial year is attributed to Ontario. If permanent establishments are situated in Ontario and elsewhere, the percentage attributed to Ontario for a designated financial 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 financial 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.
8.7. All figures must be expressed in Canadian dollars.
9.8. Information reported on this form must be certified by an individual specified in section 14 of the Rule to attest to its completeness and accuracy.
10.9. If the firm has no "designated financial year" as defined in section 1 of the Rule, do not complete Part 5 of this form.
I, _______________________, of the registrant firm / unregistered capital markets participant noted below have examined this Form 13-502F4 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s)________________________________ |
__________________________ |
Name: |
Date: |
Title:
PART 1: Firm Information
Firm NRD number: ______________________________
Firm legal name: ______________________________
PART 2: Contact Information for Chief Compliance Officer
Please provide the name, e-mail address, phone number and fax number for your Chief Compliance Officer.
Name: ______________________________
E-mail address: ______________________________
Phone: ______________________________ Fax: ______________________________
PART 3: Membership Status (one selection)
[x] The firm is a member of theCanadian Investment Regulatory Organization (CIRO). Mutual Fund Dealers Association (MFDA).
[x] The firm is a member of the Investment Industry Regulatory Organization of Canada (IIROC).
For a firm that does not hold membership with CIRO the MFDA or IIROC:
[x] The firm is an unregistered investment fund manager only
[x] All other firms
PART 4: Financial Information
Does the firm have a designated financial year? [x] Yes [x] No (one selection)
If yes, end date of designated financial year: _____/____/___
yyyy mm dd
PART 5: Participation Fee Calculation
Part 5(a): IIROCCIRO Members who are investment dealers
1. Total revenue for designated financial year from Statement E of Part 1 of IDPC Form 1 |
$ ______________________________ |
|
|
2. Less revenue not attributable to capital markets activities |
$ ______________________________ |
|
|
3. Revenue subject to participation fee (line 1 less line 2) |
$ ______________________________ |
|
|
4. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% ______________________________ |
|
|
5. Specified Ontario revenues (line 3 multiplied by line 4) |
$ ______________________________ |
|
|
6. Participation fee (From Appendix C of the Rule, select the participation fee opposite the specified Ontario revenues from line 5) |
$ ______________________________ |
Part 5(b): MFDA CIRO Members who are mutual fund dealers
1. Total revenue for designated financial year from Statement D, Part 1 of MFDR Form 1 (IFSR) |
$ ______________________________ |
|
|
2. Less revenue not attributable to capital markets activities |
$ ______________________________ |
|
|
3. Revenue subject to participation fee (line 1 less line 2) |
$ ______________________________ |
|
|
4. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% ______________________________ |
|
|
5. Specified Ontario revenues (line 3 multiplied by line 4) |
$ ______________________________ |
|
|
6. Participation fee |
|
|
|
(From Appendix C of the Rule, select the participation fee opposite the specified Ontario revenues from line 5) |
$ ______________________________ |
Part 5(c) Advisers, Other Dealers, and Unregistered Capital Markets Participants
Notes:
1. Total gross revenues are the sum of all gross revenues reported on the audited financial statements, except where unaudited financial statements are permitted in accordance with subsection 17(3) of the Rule. Items reported on a net basis must be adjusted for purposes of the fee calculation to reflect gross revenues.
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 total revenues 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 a (i) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (ii) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (iii) an unregistered exempt international firm, 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 registrant firms or unregistered exempt international firms described in note 4 are permitted as a deduction on this line to the extent they are otherwise included in gross revenues.
****
1. Total gross revenue for designated financial year (note 1) |
$ ______________________________ |
|
|
Less the following items for the designated financial year: |
|
|
|
2. Gross 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 during the designated financial year by it to (i) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (ii) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (iii) an unregistered exempt international firm. (note 4) |
$ ______________________________ |
|
|
6. Trailer fees paid to registrant firms or unregistered exempt international firms (note 5) |
$ ______________________________ |
|
|
7. Total deductions (sum of lines 2 to 6) |
$ ______________________________ |
|
|
Calculation: |
|
|
|
8. Revenue subject to participation fee (line 1 less line 7) |
$ ______________________________ |
|
|
9. Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
% _____________________________ |
|
|
10. Specified Ontario revenues (line 8 multiplied by line 9) |
$ ______________________________ |
|
|
11. Participation fee |
|
(From Appendix C of the Rule, select the participation fee beside the specified Ontario revenues from line 10) |
$ ______________________________ |
I, _______________________, an officer of the subsidiary noted below have examined this Form 13-502F6 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s)________________________________ |
__________________________ |
Name: |
Date: |
Title:
Name of Subsidiary: ____________________________
Name of Parent: _________________________
End Date of Subsidiary's Previous Financial Year: ___________________________
The reporting issuer (subsidiary) meets the following criteria set out under subsection 6(1) of OSC Rule 13-502 Fees:
(a) at the end of the subsidiary's previous financial year, an issuer that was a Class 1 or Class 2 reporting issuer was the parent of the subsidiary;
(b) the audited financial statements of the parent prepared in accordance with NI 52-107 require the consolidation of the parent and the subsidiary;
(c) to the extent required by section 9 or 10, the capitalization of the parent for its previous financial year included the capitalization of the subsidiary;
(d) the parent paid its participation fee for its previous financial year, with reference to section 9 or 10;
(e) in the subsidiary's previous financial year, the subsidiary was entitled to rely on an exemption or waiver from the requirements in subsections 4.1(1), 4.3(1), 5.1(1) or section 5.2 and section 6.1 of NI 51-102.
Name of Specified Regulated Entity: _______________________________
Applicable Year: __________________ (2023 or later)
Type of Specified Regulated Entity: (check one)
• Recognized exchange or recognized quotation and trade reporting system
(complete (1) below)• Alternative trading system
(complete (2), or (3) below, as applicable)• Recognized clearing agency
(complete (4) below)• Exempt exchange, Exempt clearing agency or Designated Trade Repository
(complete (5) below, as applicable)• Crypto asset trading platform
(1) Participation Fee for applicable year -- Recognized exchange or recognized quotation and trade reporting system
a. Filer should enter their Canadian trading share for the specified period below:
Canadian Trading Share Description
% (To be Entered by Filer)
Line 1: the share in the specified period of the total dollar values of trades of exchange-traded securities
Line 2: the share in the specified period of the total trading volume of exchange-traded securities
Line 3: the share in the specified period of the total number of trades of exchange-traded securities
Line 4: Average of Lines 1, 2 & 3 above
Line 5: Filer is required to Pay the Amount from the corresponding column in the table below based on the average calculated on Line 4 above:
$ _________________________
Canadian trading share for the specified period of
up toless than 2.5%$25,000
30,000
Canadian trading share for the specified period of greater than or equal to 2.5%
to up toand less than 15%$55,000
50,000
Canadian trading share for the specified period of greater than or equal to 15%
to up toand less than 25%$150,000
135,000
Canadian trading share for the specified period of greater than or equal to 25%
to up toand less than 50%$300,000
275,000
Canadian trading share for the specified period of greater than or equal to 50%
to up toand less than 75%$440,000
400,000
Canadian trading share for the specified period of greater than or equal to 75% or more
$550,000
500,000b.
(2)Filer should enter the Supplemental Fee for the specified period below:Participation Fee for applicable year -- Alternative trading system for exchange-traded securities, if not exempted by the Commission from the application of section 6.1 of NI 21-101.
Supplemental Fee Description
Amount (To be entered by Filer)
Line 6: Filer is required to Pay the Amount of the Supplemental Fee for the corresponding column below that describes its listing services:
If operating a recognized exchange but does not list securities nor performs a listing regulation function
$30,000
If operating a recognized exchange that lists securities and performs a listed regulation function subject to oversight
$120,000
c. Filer should enter the Additional Products and Services Fee for the specified period below:
Line 7: Additional Products and Services Fee
Filer to enter $0 or the applicable fee
Additional Products and Services Fee
$50,000
Total Participation Fee for the specified period
Amount
Line 8: Filer is required to pay the aggregated amounts in Lines 5, 6 and 7
= SUM of Line 5, Line 6 and Line 7
Line 6: If operating an alternative trading system for exchange-traded securities, enter participation fee based on your Canadian trading share (Line 5)
$
Line 7: Enter amount of capital markets participation fee paid in the prior year
$
Line 8: Subtract Line 7 from Line 6. If positive, enter the lesser of this amount and $17,000. If zero or negative, there is no Part 4 fee payable and there is a refund due to you of the amount determined
$
(2) Participation Fee for applicable year -- Alternative trading system for exchange traded securities, if not exempted by the Commission from the requirements in NI21-101, NI23-101 and NI23-103
Line 9: If operating an alternative trading system for exchange-traded securities, enter the Participation Fee based on the Canadian Trading Share (Line 5) |
$ ______________________________ |
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Line 10: If operating an alternative trading system that offers Additional Products and Services, enter the Participation Fee in Line 7 |
$ ______________________________ |
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Line 11: Filer is required to pay the aggregated amounts in Lines 9 and 10 |
$ |
(2.1) Participation Fee for the applicable year -- Alternative trading system that is exempted by the Commission from the requirements under NI21-101, NI23-101 and NI23-103Participation fee for alternative trading system that is exempted by the Commission from the application of section 6.1 of NI 21-102
Line 11.1: If operating an alternative trading system that is exempt by the Commission from the requirements in NI21-101, NI23-101 and NI23-103 Filer is required to pay the Participation Fee of $5,000 |
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(3) Participation Fee for the applicable year -- other alternative trading system
Line 12: If operating an alternative trading system for unlisted debt securities or securities lending, enter $10,000 |
$ ______________________________ |
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Line 13: If operating any alternative trading system that is not for exchange-traded securities, unlisted debt securities or securities lending, enter $20,000 |
$ ______________________________ |
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Line 14: If operating an alternative trading system for exchange-traded securities and unlisted debt securities, the Filer must pay an aggregated Participation Fee of Lines 11 and 12 |
$ |
Line 11: Subtract Line 10 from Line 9. If positive, enter |
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(a) The lesser of this amount and $8,750 if trading in debt or securities trading |
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(b) The lesser of this amount and $17,000 if you are a trading system other than that described in Line 6 or (a) above. |
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If zero or negative, there is no Part 4 participation fee payable and there is a refund due to you. |
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(4) Participation Fee for the applicable year -- Information Processor
Line 15: Information processor for exchange traded securities other than options, enter $10,000 |
$ ______________________________ |
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Line 16: Information processor for unlisted debt securities, enter $10,000 |
$ ______________________________ |
(5) Participation Fee for the applicable year -- Crypto Asset Trading Platform (CTP)
Line 17: A CTP that was a CIRO dealer member at the end of the specified period and did not operate a marketplace during the applicable year, enter $30,000 |
$ ______________________________ |
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Line 18: A CTP that was not a CIRO dealer member at the end of the specified period and did not operate a marketplace during the applicable year, enter $50,000 |
$ ______________________________ |
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Line 19: A CTP that was a CIRO dealer member at the end of the specified period and operated a marketplace during the applicable year, enter $63,000 |
$ ______________________________ |
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Line 20: A CTP that was not a CIRO dealer member at the end of the specified period and operated a marketplace during the applicable year, enter $83,000 |
$ ______________________________ |
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Line 21: A CTP that was a CIRO dealer member at the end of the specified period, operated a marketplace during the applicable year, and offered multiple types of products and services involving crypto assets in the specified period and is not subject to the Participation Fees in Lines 17 to 20, enter $120,000 |
$ ______________________________ |
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Line 22: A CTP that was not a CIRO dealer member at the end of the specified period, operated a marketplace during the applicable year, and offered multiple types of products and services involving crypto assets in the specified period and is not subject to the Participation Fees in Lines 17 to 20, enter $170,000 |
$ ______________________________ |
(64) Participation Fee for applicable year -- Recognized clearing agency
For services offered in Ontario Market the filer should enter the corresponding amount in the Fees Payable Column:
Services Description |
Fee Payable |
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Line 23 |
$ ______________________________ |
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Line 24 |
$ ______________________________ |
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Line 25 |
$ ______________________________ |
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Line 26 |
$ ______________________________ |
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Line 27 |
$ ______________________________ |
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Line 28 |
$ ______________________________ |
|
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Line 29 |
$ ______________________________ |
(75) Participation Fee for applicable year for other types of specified regulated entities
Line 30: Filer is required to pay the amount of the Participation Fee indicated below, as applicable |
$ ______________________________ |
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If operating as an Exempt Clearing Agency that has at least one clearing member resident in Ontario or as an Exempt Exchange, enter $11,000 |
$ ______________________________ |
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If operating as an Exempt Clearing Agency with at least one customer (as defined in NI94-102) resident in Ontario that does not have a clearing member resident in Ontario, enter $8,250 |
$ ______________________________ |
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If operating a designated Trade Repository under subsection 21.2.2(1) of the Act, enter $33,000 |
$ ______________________________ |
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(86) Prorated Participation Fee
Line 31 |
$ ______________________________ |
(97) Late Fee
Line 32 |
$ ______________________________ |
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Line 33 |
$ ______________________________ |
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Line 34 |
$ ______________________________ |
(108) Total Fee Payable
Line 35 |
$ ______________________________ |
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Line 36 |
$ ______________________________ |
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Line 37 |
$ ______________________________ |
I, ______________________, an officer of the designated credit rating organization noted below have examined this Form 13-502F8 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
Signature: __________________________
Date: _________________________________
Title: _____________________________________
Name of Designated Credit Rating Organization: |
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Financial year end date: |
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Participation Fee in respect of the financial year |
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(From subsection 26(1) of OSC Rule 13-502 Fees) |
$15,000 |
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Late Fee, if applicable |
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(From section 27 of OSC Rule 13-502 Fees) |
$____________________ |
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Total Fee Payable |
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(Participation Fee plus Late Fee) |
$____________________ |
1. |
Derivatives Fee Year to which fee relates |
July 1, _____ to June 30, |
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2. |
Name of Fee Payer |
_____________________ |
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3. |
Legal Entity Identifier of Fee Payer for the purposes of OSC Rule 91-507 |
_____________________ |
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4 |
Complete for the derivatives fee year ending June 30, 2024 and subsequent derivatives fee years: |
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Average Quarterly Notional Amount Outstanding during the Derivatives Fee Year (determined in accordance with subsection 29(3) of OSC Rule 13-502 Fees) |
$ _______________ |
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5 |
Participation Fee |
$ _______________ |
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6 |
Late Fee, if applicable |
$ _______________ |
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(determined under section 30 of OSC Rule 13-502 Fees) |
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7 |
Total Fee Payable |
$ _______________ |
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(Participation Fee plus Late Fee) |
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1. Ontario Securities Commission Companion Policy 13-502CP Fees is changed by this Document.
2. Section 8 is replaced with the following:
8. (1) Generally, a person or company that pays a fee under the Rule is not entitled to a refund of that fee. For example, there is no refund available for an activity fee paid in connection with an action that is subsequently abandoned by the payor of the fee. Also, there is no refund available for a participation fee paid by a registrant firm whose registration is terminated later in the year for which the fee was paid.
(2) While the Commission may review requests for adjustments to fees paid in the case of incorrect calculations, there is generally no refund available for requests made more than 90 days after the fee was required to be paid. Filers are encouraged to contact OSC staff for guidance on the process for submitting such requests.
(3) Filers are expected to file correct information in a form. Correct information is important not only to reflect the filer's particular circumstances but also for more general data collection and analysis by the Commission. If a filer becomes aware that information in a previously filed form is incorrect, the filer should contact OSC staff about addressing the incorrect information on a timely basis (whether or not the correction would result in the determination of a different fee amount).
3. Subsection 13(2) is changed by replacing"Paragraph 9(1)(b)"with"Paragraph 9(1)(c)".
4. Subsection 13(3) is changed
(a) by replacing"Paragraph 9(1)(c)"with"Paragraph 9(1)(d)", and
(b) by replacing "Paragraph 9(1)(d)" with "Paragraph 9(1)(e)".
5. Subsection 16(2) is replaced with the following:
(2) For registrants filing Form 13-502F4s for a year, the capital participation fee is based on their audited financial statements for the "designated financial year", as defined in section 1 of the Rule. A registrant firm that has no "designated financial year" in the year of becoming a registrant firm must by December 31 of that year pay $700 as capital market participation fees.
6. Section 23 is replaced with the following:
23. The calculation of participation fees under Part 4 of the Rule is generally determined with reference to described classes of entities. The classes, and their level of participation fees, are set out in Appendix D of the Rule. The payment of the participation fees owed by specified regulated entities for the specified period must be accompanied by the submission of Form 13-502F7.
(a) To provide more equitable treatment among exchanges and alternative trading systems (ATS) for exchange-traded securities and to account for the regulatory engagement in their oversight, the composition of the participation fees payable by these specified regulated entities is adjusted as reflected under sections 18 and 20 of the Rule.
For example, assume a recognized exchange that has a Canadian trading share of 5%, lists securities, and supports digital products and services. This exchange pays its participation fees before April 30 of each year. The participation fees payable will be calculated as the aggregated fees charged for each of these services, meaning $55,000 from Row A2 of Appendix D (i.e., the participation fee corresponding to a Canadian trading share of 2.5% up to 15%) plus $120,000 from Row B2 of Appendix D (i.e., participation fee for recognized exchanges that list securities) plus $50,000 from Row C1 of Appendix D (i.e., the participation fee charged for offering additional products and services) for a total amount of $225,000 for the year. By comparison, an ATS for exchange traded securities that has the same Canadian trading share and supports digital products and services but does not support the listing function, will pay less participation fees because it will not be charged any supplemental fees applicable to recognized exchanges set out in Rows B1 and B2 of Appendix D. In this case, the total amount of participation fee payable prior to April 30 by the ATS will be $105,000.
An ATS described in subsection 20(5) will pay an aggregate participation fee calculated based on the type of securities traded on each of its platforms. For example, an ATS that has a platform for trading equities and another one for trading fixed income securities would pay a participation fee for its equity platform calculated as described above and a participation fee for its fixed income platform as described in Row E1 of Appendix D.
(b) If a specified regulated entity is recognized during the specified period, it must pay to the Commission, immediately upon recognition, designation etc., a participation fee for the remaining specified period. The participation fee owed to the Commission will be pro-rated based on the number of remaining complete months to March 31 subsequent to it being recognized, designated, etc. For example, if an exchange was recognized on January 15, 2025, it will owe to the Commission a pro-rated participation fee in the amount of $4,167 for the two complete months remaining until March 31 (calculated as $25,000 x 2/12). A Form 13-502F7 must be filed with the pro-rated payment.
Continuing with the example above, the recognized exchange will also need to calculate the participation fee due before April 30, 2025 and file a second Form 13-502F7 with this payment. For the purpose of calculating its Canadian trading share, the exchange should use the actual Canadian trading share for the months of February and March 2025 and zero for the months before it received recognition (i.e. April 2024 to January 2025).
7. Section 27 is replaced with the following:
Scope of derivatives
27. The determination of a fee payer's notional amount outstanding under subsection 30(2) of the Rule only includes derivatives that are reportable under OSC Rule 91-507. For example, if a fee payer is not a "local counterparty", as defined in OSC Rule 91-507 (such as a U.S. bank), only its notional amount outstanding under derivatives with Ontario local counterparties are required to be reported under OSC Rule 91-507, and therefore only these derivatives are reflected in the calculation of the fee payer's average quarterly notional amount outstanding under subsection 30(2) of the Rule. In contrast, if the fee payer is an Ontario local counterparty, all of the fee payer's global derivatives are reportable under OSC Rule 91-507 (subject to any applicable exclusions, for example, under OSC Rule 91-506), and all such derivatives are reflected in the calculation of the fee payer's average quarterly notional amount outstanding.
The determination of a fee payer's notional amount outstanding under subsections 30(2) and 30(3) of the Rule includes all derivatives, both cleared and uncleared, to which the fee payer is a counterparty, regardless of which counterparty was a reporting counterparty or reported a transaction. For example, notional amounts under cleared derivatives for which a recognized or exempt clearing agency is the reporting counterparty under OSC Rule 91-507 are included in determining the fee payer's participation fee..
8. Section 30 is changed by replacing"$2,500"with"$2,000".
9. Section 31 is changed
(a) by replacing"Row I4"with"Row L4",
(b) by replacing"Row I5"with"Row L5", and
(c) by replacing"$200"with"$300".
10. Section 34 is deleted.
11. Section 35 is changed
(a) by replacing"$5,000"with"$7,000" wherever it occurs, and
(b) by replacing"$10,000"with"$14,000".
12. Section 36 is deleted.
13.These changes become effective on April 5, 2027.
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This document is a blackline version of proposed changes to the Companion Policy to Ontario Securities Commission Rule 13-502.
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1. The purpose of this Companion Policy is to state the views of the Commission on various matters relating to OSC Rule 13-502 Fees (the "Rule"), including an explanation of the overall approach of the Rule and a discussion of various parts of the Rule.
2. (1) The purpose of the Rule is to establish a fee regime that creates a clear and streamlined fee structure.
(2) The fee regime of the Rule is based on the concepts of "participation fees" and "activity fees".
3. (1) Reporting issuers, registrant firms and unregistered capital markets participants, as well as specified regulated entities and designated rating organizations, are generally required to pay participation fees annually. Participation fees must also be paid on an annual basis by certain participants in the derivatives market.
(2) Participation fees are designed to cover the Commission's costs not easily attributable to specific regulatory activities. The participation fee required of a person or company under Parts 2 and 3 of the Rule is based on a measure of the person's or company's size, which is used as a proxy for its proportionate participation in the Ontario capital markets. In the case of a reporting issuer, the participation fee is based on the issuer's capitalization, which is used to approximate its proportionate participation in the Ontario capital markets. In the case of a registrant firm or unregistered capital markets participant, the participation fee is generally based on the firm's revenues attributable to its capital markets activity in Ontario.
(3) Participation fees under Part 4 of the Rule are generally fixed annual amounts payable each year. In the case of specified regulated entities to which Part 4 of the Rule applies, participation fees are generally specified for a particular organization or type of organization in Appendix D. The level of participation fees for recognized clearing agencies is determined by reference to the services they provide.
(4) Participation fees for designated rating organizations under Part 5 of the Rule are $15,000 per financial year.
(5) Participation fees in respect of derivative transactions are based on the fee payer's notional amounts reported under OSC Rule 91-507.
(6) A person or company may be subject to participation fees under more than one part of the Rule. There is no cap on multiple participation fees except as described in subsection 8(1) (below).
4. Although participation fees are generally determined with reference to information from a financial year of the payor generally ending before the time of their payment, they are applied to the costs of the Commission of regulating the ongoing participation in Ontario's capital markets of the payor and other market participants.
5. The participation fee is paid at the firm level under the Rule. For example, a "registrant firm" is required to pay a participation fee, not an individual who is registered as a representative of the firm.
6. 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 F of the 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.
7. (1) The Rule imposes an obligation to pay a participation fee on registrant firms, defined in the Rule as a person or company registered under the Act as a dealer, adviser or investment fund manager. An entity so registered may also be registered as a dealer or adviser under the Commodity Futures Act. Given the definition of "capital markets activities" under the Rule, the revenue of such an entity from its Commodity Futures Act activities must be included in its calculation of revenues when determining its fee under the Rule. Section 2 of OSC Rule 13-503 (Commodity Futures Act) Fees exempts such an entity from paying a participation fee under that rule if it has paid its participation fees under the Securities Act Rule.
(2) Dealers and advisers registered under the Commodity Futures Act may be subject to activity fees under OSC Rule 13-503 (Commodity Futures Act) Fees even if they are not required to pay participation fees under that rule.
8. (1) A refund mechanism is provided under subsection 20(4) of the Rule. This subsection deals with a refund mechanism used to effect a cap of Part 3 and Part 4 participation fees for alternative trading systems, in an attempt to align the participation fees to those charged to other specified regulated entities.
8(21) Generally, a person or company that pays a fee under the Rule is not entitled to a refund of that fee unless they meet the conditions discussed in subsection (1) above. For example, there is no refund available for an activity fee paid in connection with an action that is subsequently abandoned by the payor of the fee. Also, there is no refund available for a participation fee paid by a reporting issuer, registrant firm or unregistered capital markets participant that loses that status later in the financial year in respect of which the fee was paid.
(23) While the Commission will alsomay review requests for adjustments to fees paid in the case of incorrect calculations,there is generally no refund available for requests made more than 90 days after the fee was required to be paid. Filers are encouraged to contact OSC staff for guidance on the process for submitting such requests. unless there are exceptional circumstances, we will not generally issue a refund if a request is made more than 90 days after the fee was required to be paid. Filers should contact OSC staff with regard to the mechanics of how to deliver such a request.
(34) Filers are expected to file correct information in a form. Correct information is important not only to reflect the filer's particular circumstances but also for more general data collection and analysis by the Commission. If a filer becomes aware that information in a previously filed form is incorrect, the filer should contact OSC staff about addressing the incorrect information on a timely basis (whether or not the correction would result in the determination of a different fee amount).
9. The Commission may examine arrangements or structures implemented by a person or company and their affiliates that raise the suspicion of being structured for the purpose of reducing the fees payable under the Rule. For example, the Commission will review circumstances in which revenues from registrable activities carried on by a corporate group are not treated as revenues of a registrant firm to assess whether the firm has artificially reduced the firm's specified Ontario revenues and, consequently, its participation fee. Similarly, registrant firms or unregistered capital markets participants that operate under a cost recovery model in which there are no recorded revenues on their financial statements would be expected to report a reasonable proxy of the firm's capital markets activities in Ontario, subject to the conditions of any exemptive relief granted under section 44 of the Rule. In all cases, the Commission expects registrant firms and unregistered capital markets participants to pay participation fees based on all revenues attributable to capital markets activities in Ontario, irrespective of how these revenues are recorded or structured.
10. Part 2 of the Rule does not apply to an investment fund if the investment fund has an investment fund manager. The reason for this is that under Part 3 of the Rule an investment fund's manager must pay a capital markets participation fee in respect of revenues generated from managing the investment fund.
11. Section 8 of the Rule requires a reporting issuer to pay an additional fee when it is late in paying its participation fee. Reporting issuers should be aware that the late payment of participation fees may lead to the reporting issuer being noted in default and included on the list of defaulting reporting issuers available on the Commission's website.
12. Under section 6 of the Rule, an exemption from participation fees is available to a reporting issuer that is a subsidiary entity if, among other requirements, the parent of the subsidiary entity has paid a participation fee applicable to the parent under subsection 4(1) of the Rule determined with reference to the parent's capitalization for the parent's financial year. This condition to the exemption is only available if the parent was a Class 1 or Class 2 reporting issuer.
13. (1) Paragraph 9(1)(a) of the Rule requires the calculation of the capitalization of a reporting issuer to include the total market value of all of its equity securities listed or quoted on a marketplace. This includes, but is not limited to, any listed shares, warrants, subscription receipts and rights.
(2) Paragraph 9(1)(cb) of the Rule requires the calculation of the capitalization of a reporting issuer to include the total fair value of its debt securities that are listed or quoted on a marketplace, trade over the counter or otherwise generally available for sale even if there is a statutory hold period. This paragraph is intended to include all capital market debt issued by the reporting issuer, whether distributed under a prospectus or prospectus exemption, and includes, but is not limited to, bonds, debentures (including the equity portion of convertible debentures), commercial paper, notes and any debt securities to which a credit rating is attached, but is not intended to include bank debt (such as term loans and revolving credit facilities) and mortgages.
(3) Paragraph 9(1)(dc) of the Rule requires the calculation of the capital of a reporting issuer to include the fair value of the outstanding debt securities at the end of the previous financial year for subsidiaries that are not reporting issuers, subject to the limit imposed in that paragraph. There is a similar rule in paragraph 9(1)(ed) for specified subsidiaries that are reporting issuers.
(4) If the closing price of a security on a particular date is not ascertainable because there is no trade on that date or the marketplace does not generally provide closing prices, a reasonable alternative, such as the most recent closing price before that date, the average of the high and low trading prices for that date, or the average of the bid and ask prices on that date is acceptable.
14. A Class 2 reporting issuer calculates its capitalization on the basis of certain items reflected in its audited statement of financial position. Two such items are "share capital or owners' equity" and "non-current borrowings, including the current portion". The Commission notes that "owners' equity" is designed to describe the equivalent of share capital for non-corporate issuers, such as partnerships or trusts. "Non-current borrowings" is designed to describe the equivalent of long term debt or any other borrowing of funds beyond a period of twelve months.
15. If a Class 2 reporting issuer does not present current and non-current liabilities as separate classifications on its statement of financial position, the reporting issuer will still need to classify these liabilities for purposes of its capitalization calculation. In these circumstances non-current liabilities means total liabilities minus current liabilities, using the meanings ascribed to those terms under the accounting standards pursuant to which the entity's financial statements are prepared under Ontario securities law.
16. (1) Capital markets participation fees are payable annually by registrant firms and unregistered capital markets participants, as defined in section 1 of the Rule.
(2) For registrants filing Form 13-502F4s for a year, the capital participation fee is based on their audited financial statements for the "designated financial year", as defined in section 1 of the Rule. A registrant firm that has no "designated financial year" in the year of becoming a registrant firm must by December 31 of that year pay $700 as capital market participation fees.
(3) For unregistered capital market participants filing their 13-502F4s, the fees are based on their most recent available financial statements for the "designated financial year". These financial statements may be audited. If an unregistered capital market participant's financial statements are not ordinarily audited, unaudited financial statements may be used.
17. Section 15 of the Rule prescribes an additional fee if a participation fee is paid late. The Commission and the Director will, in appropriate circumstances, consider tardiness in the payment of fees as a matter going to the fitness for registration of a registrant firm. The Commission may also consider measures in the case of late payment of fees by an unregistered capital markets participant, such as: in the case of an unregistered investment fund manager, prohibiting the manager from continuing to manage any investment fund or cease trading the investment funds managed by the manager; or, in the case of an unregistered exempt international firm, making an order pursuant to section 127 of the Act, that the corresponding exemptions from registration requirements under which the firm acts do not apply to the firm (either permanently or for such other period as specified in the order).
18. Registrant firms pay through the National Registration Database. The filings and payments for unregistered capital markets participants should be sent via wire transfer to the Ontario Securities Commission.
19. (1) A person or company must consider its capital markets activities when calculating its participation fee. The Commission is of the view that these activities include, without limitation, carrying on the business of trading in securities, carrying on the business of an investment fund manager, providing securities-related advice or portfolio management services. The Commission notes that corporate advisory services may not require registration or an exemption from registration and would therefore, in those contexts, not be capital markets activities.
(2) The Commission is of the view that these activities include, without limitation, trading in commodity futures contracts, carrying on the business of providing commodity futures contracts-related advice and portfolio management services involving commodity futures contracts.
20. Subsection 17(2) of the Rule permits certain deductions to be made for the purpose of calculating specified Ontario revenues for unregistered capital markets participants and registrant firms. The purpose of these deductions is to prevent the "double counting" of revenues that would otherwise occur.
21. The material filed under Part 3 of the Rule will be kept confidential. The Commission is of the view that the material contains intimate financial, commercial and technical information and that the interests of the filers in non-disclosure outweigh the desirability of the principle that the material be available for public inspection.
22. Participation fees are also payable annually by specified regulated entities and designated credit rating organizations under Parts 4 and 5 of the Rule.
23. The calculation of participation fees under Part 4 of the Rule is generally determined with reference to described classes of entities. The classes, and their level of participation fees, are set out in Appendix D of the Rule. The payment of the participation fees owed by specified regulated entities for the specified period must be accompanied by the submission of Form 13-502F7.
(a) To provide more equitable treatment among exchanges and alternative trading systems (ATS) for exchange-traded securities and to
take intoaccount for the regulatory engagement in their oversight, the composition of the participation fees payable by these specified regulated entities is adjusted as reflected under sections 18 and 20 of the Rule.Part 3 participation fees payable by an alternative trading system entity for exchange-traded securities, its participation fee is adjusted under section 20.For example, assume a recognized exchange that has a Canadian trading share of 5%, lists securities, and supports digital products and services. This exchange pays its participation fees before April 30 of each year. The participation fees payable will be calculated as the aggregated fees charged for each of these services, meaning $55,000 from Row A2 of Appendix D (i.e., the participation fee corresponding to a Canadian trading share of 2.5% up to 15%) plus $120,000 from Row B2 of Appendix D (i.e., participation fee for recognized exchanges that list securities) plus $50,000 from Row C1 of Appendix D (i.e., the participation fee charged for offering additional products and services) for a total amount of $225,000 for the year. By comparison, an ATS for exchange traded securities that has the same Canadian trading share and supports digital products and services but
itdoes not support the listing function, will pay less participation fees because it will not be charged any supplemental fees applicable to recognized exchanges set out in Rows B1 and B2 of Appendix D. In this case, the total amount of participation fee payable prior to April 30 by the ATS will be $105,000.
For example, assume that participation fees under Part 3 for an eligible ATS payable on December 31, 2021 is $74,000 and the ATS's Canadian trading share is under 5%. The ATS pays its participation fee of $74,000 on December 31. Before April 30, 2022 when filing Form 13-502F7, the fee payable will be shown as $17,000 (the lesser of (a) $30,000 from Row A1 of Appendix D and (b) $17,000). In this case, the ATS will be entitled to a refund of $57,000 ($74,000 paid on December 31 less $17,000 required to be paid under Part 4). A mechanism that is similar in principle applies to other ATS entities under subsections 20(2) and (3).An ATS described in subsection 20(
65) will pay an aggregate participation fee calculated based on the type of securities traded on each of its platforms. For example, an ATS that has a platform for trading equities and another one for trading fixed income securities would pay a participation fee for its equity platform calculated as described above and a participation fee for its fixed income platform as described in Row E1 of Appendix DRow C2.(b) If a specified regulated entity is recognized during the specified period, it must pay to the Commission, immediately upon recognition, designation etc., a participation fee for the remaining specified period. The participation fee owed to the Commission will be pro-rated based on the number of remaining complete months to March 31 subsequent to it being recognized, designated, etc. For example, if an exchange was recognized on January 15, 2025
2, it will owe to the Commission a pro-rated participation fee in the amount of $4,1675,000for the two complete months remaining until March 31 (calculated as $25,00030,000x 2/12). A Form 13-502F7 must be filed with the pro-rated payment.Continuing with the example above, the recognized exchange will also need to calculate the participation fee due before April 30, 2025
2and file a second Form 13-502F7 with this payment. For the purpose of calculating its Canadian trading share, the exchange should use the actual Canadian trading share for the months of February and March 20252and zero for the months before it received recognition (i.e. April 20241to January 20252).
24. The term "business day" is defined in OSC Rule 14-501 Definitions as "any day other than a Saturday, a Sunday or a statutory holiday" which we interpret as referring to a statutory holiday in Ontario, a list of which is provided in section 88 of the Legislation Act, 2006 (Ontario).
A participation fee may be payable for each derivatives fee year by a person or company who is, with respect to any derivative for which a transaction occurred in the derivatives fee year, a reporting counterparty. The term "reporting counterparty" is defined in OSC Rule 91-507 as determined under the reporting hierarchy set out in section 25 of OSC Rule 91-507. Where a person or company is a reporting counterparty under that hierarchy in respect of a derivative for which a transaction occurred in the derivatives fee year, the person or company is a fee payer regardless of whether the person or company has delegated its reporting obligation. However, if the person or company is a recognized clearing agency or is exempt from such recognition, the person or company is exempt from the payment of the fee.
For greater certainty, if a person or company did not enter into any new transactions during the derivatives fee year in respect of derivatives for which it is the reporting counterparty, then it is not a fee payer. However, if a person or company is a fee payer, its average notional amount outstanding determined under subsection 30(2) of the Rule is calculated with reference to all outstanding derivatives that are reportable under OSC Rule 91- 507, including outstanding derivatives entered into before the derivatives fee year and outstanding derivatives where the fee payer is the non-reporting counterparty.
25. The required amount of the participation fee for a derivatives fee year is determined with reference to a fee payer's average quarterly notional amount outstanding during the derivatives fee year, in respect of outstanding derivatives that are reportable under OSC Rule 91-507. This is calculated by aggregating the notional amount of the fee payer's outstanding positions as at the end of the last business day in each of September, December, March and June and dividing the total by four. Subsection 30(2) of the Rule sets out a detailed methodology for this calculation.
In the following example, which uses the simplified assumption that all of the fee payer's notional amounts are reported in Canadian dollars, the fee payer's average quarterly notional amount for the derivatives fee year would be $110 billion and, with reference to Appendix E, the participation fee for the derivatives fee year would be $100,000.
Quarter-End |
Aggregate notional amount of outstanding positions as at end of day |
|
|
September |
$100 billion |
|
|
December |
$90 billion |
|
|
March |
$120 billion |
|
|
June |
$130 billion |
|
|
Average notional: |
$110 billion = (100+90+120+130)/4 |
In this example, the fee payer had an aggregate notional amount outstanding of $90 billion at the December quarter-end. During the following quarter, some of the fee payer's derivatives may have expired (e.g. $10 billion), others may remain outstanding (e.g. $80 billion), and the fee payer may have executed new transactions (e.g. $40 billion). As a result, the fee payer had an aggregate notional amount outstanding of $120 billion at the March quarter-end.
26. The first derivatives participation fee is payable by August 29, 2023 in respect of the derivatives fee year commencing July 1, 2022 and ending June 30, 2023. As provided in subsection 30(3) of the Rule, in lieu of determining an average quarterly notional amount outstanding in respect of this first derivatives fee year (i.e. as of the last business day in each of September 2022, December 2022, March 2023 and June 2023), a fee payer may instead calculate its derivatives participation fee in respect of its notional amount of outstanding positions as at the end of the last business day of the derivatives fee year (i.e. June 30, 2023), in respect of transactions that are reportable under OSC Rule 91-507. Choosing this option avoids the need for the fee payer to backdate its calculations before publication of the amendments to the Rule. However, a fee payer's participation fee in respect of subsequent derivatives fee years must be determined using the fee payer's average quarterly notional amount outstanding.
27. The determination of a fee payer's notional amount outstanding under subsection 30(2) of the Rule only includes derivatives that are reportable under OSC Rule 91-507. For example, if a fee payer is not a "local counterparty", as defined in OSC Rule 91-507 (such as a U.S. bank), only its notional amount outstanding under derivatives with Ontario local counterparties are required to be reported under OSC Rule 91-507, and therefore only these derivatives are reflected in the calculation of the fee payer's average quarterly notional amount outstanding under subsection 30(2) of the Rule. or notional amount outstanding under subsection 30(3) of the Rule. In contrast, if the fee payer is an Ontario local counterparty, all of the fee payer's global derivatives are reportable under OSC Rule 91-507 (subject to any applicable exclusions, for example, under OSC Rule 91-506), and all such derivatives are reflected in the calculation of the fee payer's average quarterly notional amount outstanding.
The determination of a fee payer's notional amount outstanding under subsections 30(2) and 30(3) of the Rule includes all derivatives, both cleared and uncleared, to which the fee payer is a counterparty, regardless of which counterparty was a reporting counterparty or reported a transaction. For example, notional amounts under cleared derivatives for which a recognized or exempt clearing agency is the reporting counterparty under OSC Rule 91-507 are included in determining the fee payer's participation fee.
28. The participation fee is only payable in connection with notional amounts reported in a currency. With regard to non-Canadian dollar reporting, the Canadian dollar equivalent is calculated using the applicable daily exchange rate on the last business day of the derivatives fee year, as posted on the Bank of Canada website. If a notional amount is denominated in a currency for which the Bank of Canada does not post an exchange rate, the exchange rate posted by another central bank may be used.
29. Payments of derivatives participation fees must be made to the Ontario Securities Commission not more than 60 days after the end of the derivatives fee year and be accompanied by Form 13-502F9. For example, the fee in respect of the derivatives fee year beginning on July 1, 2022 and ending on June 30, 2023 would be payable by August 29, 2023. If the fee payer is late in paying the fee, an additional fee of 0.1% of the outstanding amount is charged for each business day.
30. Row A2 of Appendix F requires fee payment of $2,0002,500 for the filing of each technical report for which an activity fee has not previously been paid. This includes where a technical report is incorporated by reference into a prospectus. Staff consider that a technical report is incorporated by reference into a prospectus even if the incorporation is indirect; for example, the technical report is referenced in an annual information form that itself is incorporated in the prospectus.
31. Row L4I4 of Appendix F imposes a fee of $100 for an individual seeking approval as a permitted individual. Row L5I5 imposes a fee of $200 for an individual changing his or her status to a representative of a registrant firm. If an individual makes a concurrent application for approval as a permitted individual and as a representative of a registrant firm, staff would expect a fee of $300200 in the aggregate.
30. Subsection 34(1) of the Rule provides for only one activity fee to be paid for an application, in respect of a joint activity, made jointly by applicants affiliated with each other. Subsection 34(2) ensures that this measure applies to affiliates jointly applying for exemptive relief.
31. Section 35 of the Rule provides for only one activity fee to be paid for an application made by or on behalf of two or more investments funds in the same investment fund family.
32. Generally, where an activity fee has been paid by a person who then abandons the matter or withdraws the application, a new activity fee would be payable if the person resurrects the application or updates the application for material changes that have occurred. Likewise, if a prospectus is withdrawn and then refiled, there is no waiver of the prospectus fee.
33. Appendix G to the Rule outlines additional fees payable by registrant firms for the late filing or delivery of certain forms or documents required under the Act. The Commission may consider the late filing or delivery of forms or documents when assessing the ongoing suitability for registration of a registrant firm.
34. Late fees for covered documents, as defined in section 37 of the Rule, that are incurred after April 2, 2023 are calculated in accordance with sections 38 and 39. The late fee is $100 per day, subject to an annual cap for all covered documents submitted in a year of $5,000. The annual cap is increased to $10,000 for a person or company that has specified Ontario revenues greater than or equal to $500 million.
35. Subsections 39(3) and (4) apply when multiple affiliated investment funds or registrants fail to file the same type of covered documents due by the same date. In this case, payments attributable to a year made by anyone in the group count as payments made by everyone in the group. This means that the group will be liable to a maximum liability per year equal to the $7,0005,000 or $14,00010,000 annual cap.
Subsection 40(2) applies when multiple affiliated investment funds fail to file Form 45-106F1 due by the same date. In this case, payments attributable to a year made by anyone in the group count as payments made by everyone in the group. This means that the group will be liable to a maximum liability per year equal to the $7,0005,000 annual cap.
1. Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees is amended by this Instrument.
2. Section 1 is amended
(a) by adding the following definition:
"CIRO" means the Canadian Investment Regulatory Organization;, and
(b) by repealing the definition "IIROC".
3. Section 3 is amended by adding the following subsection:
(4) A registrant firm under subsections (1) and (2) that has no designated financial year in the year of becoming a registrant firm or unregistered capital markets participant, must by December 31 of that year pay $700 as a capital market participation fee.
4. The Instrument is amended by adding the following section:
Consumer Price Index fee Adjustment
5.1 (1) Beginning on April 3, 2028 and on every first Monday of April after that, the participation fees prescribed in this Rule under Appendix A, and the specified Ontario revenues tiers in Appendix A, will be adjusted in accordance with each of the following:
(a) the participation fees payable immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(b) the specified Ontario revenues tiers under the column "Specified Ontario Revenues for the Previous Financial Year" in Appendix A immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(c) if the percentage change in the Ontario Consumer Price Index for the pervious 12-months ending December 31st of the prior year, as set out in paragraphs (1)(a) and (1)(b) results in a negative amount, the fees shall not be increased;
(d) any participation fee and specified Ontario Revenues tiers that, once increased in accordance with paragraphs (1)(a) and (1)(b) results in an amount that is not a whole number shall be rounded to the nearest dollar.
(2) For the purposes of subsection (1), the Ontario Consumer Price Index is the Consumer Price Index for Ontario (All-Items) as published by Statistics Canada.
5. The heading of Section 6 is changed by replacing"IIROC"with"CIRO".
6. Section 6 is amended
(a) by replacing"IIROC"wherever it occurs with "CIRO", and
(b) by replacing subsection (2) with the following:
(2) For the purpose of paragraph (1)(a), "total revenues" for a designated financial year means the amount shown as total revenue for the designated financial year on Statement E of the IDPC Form 1, or any successor to Statement E of the IDPC Form 1, filed with CIRO by the registrant firm.
7. Section 7 is amended by replacing"IIROC"wherever it occurs with"CIRO".
8. Section 11 is amended
(a) by replacing"$10,000"with"$14,000"in paragraph (a) of the definition"applicable limit",
(b) by replacing"$5,000"with"$7,000" in paragraph (b) of the definition"applicable limit",
(c) by replacing";"with"."at the end of the definition of"covered document", and
(d) by repealing the definition of"specified late day".
9. Subsection 13(1) is amended by deleting"specified late".
10. Section 14 is repealed.
11. Part 7 is replaced with the following:
PART 7
EFFECTIVE DATE
Effective Date
17. This Rule comes into force on April 5, 2027.
12. Appendix A is replaced with the following:
APPENDIX A
PARTICIPATION FEES
(Section 3)
Specified Ontario Revenues for the Designated Financial Year
Participation Fee
under $500,000
$700
$500,000 to under $1 million
$2,000
$1 million to under $3 million
$7,150
$3 million to under $5 million
$16,100
$5 million to under $10 million
$34,300
$10 million to under $25 million
$70,000
$25 million to under $50 million
$105,200
$50 million to under $100 million
$217,000
$100 million to under $200 million
$367,700
$200 million to under $500 million
$745,300
$500 million to under $1 billion
$962,500
$1 billion to under $2 billion
$1,213,800
$2 billion to under $4 billion
$2,037,000
$4 billion and over
$3,055,500
13. Appendix B is replaced with the following:
APPENDIX B
ACTIVITY FEES
(Sections 8 and 9)
Row
Document or Activity
Fee
(Column A)
(Column B)
A.
Application for specifically enumerated relief, approval and recognition
A1
Application under:
Nil
(a)
Section 24 or 40 or subsection 36(1) or 46(6) of the CFA, and
(b)
Subsection 27(1) of the Regulation to the CFA.
A2
An application for relief from this Rule.
$1,800
A3
An application for relief from any of the following:
$1,800
(a)
OSC Rule 31-509 National Registration Database (Commodity Futures Act);
(b)
OSC Rule 33-506;
(c)
Subsection 37(7) of the Regulation to the CFA
B.
Recognitions and Exemptions for Specified Regulated Entities
B1
An application for registration or recognition of an exchange under section 15 or 34 of the CFA if the application is not made in conjunction with the application for recognition of an exchange under the Securities Act;
$120,000
B2
An application for registration or recognition of an exchange under section 15 or 34 of the CFA if the application is made in conjunction with the application for recognition of an exchange under the Securities Act;
$24,000
B3
An application for exemption from registration of an exchange under section 80 of the CFA if the application is not made in conjunction with the application for exemption from the recognition of an exchange under the Securities Act;
$91,000
B4
An application for exemption from registration of an exchange under section 80 of the CFA if the application is made in conjunction with the application for exemption from the recognition of an exchange under the Securities Act;
$24,000
B5
An application for recognition of a clearing house under section 17 of the CFA if the application is not made in conjunction with the application for recognition of a clearing agency under the Securities Act;
$120,000
B6
An application for recognition of a clearing house under section 17 of the CFA if the application is made in conjunction with the application for recognition of a clearing agency under the Securities Act.
$24,000
(plus an additional fee of $120,000 in connection with an application described in any of Rows B1 to B6 that
(a)
reflects a merger of an exchange or clearing agency,
(b)
reflects an acquisition of a major part of the assets of an exchange or clearing agency, or
(c)
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or reflects a major reorganization or restructuring of an exchange or clearing agency).
C.
Registration-Related Activity
C1
New registration of a firm in one or more categories of registration
$1,300
C2
Addition of one or more categories of registration
$700
C3
Registration of a new individual to trade or advise on behalf of the registrant firm
$200 per individual, unless the individual makes an application to register in the same category of registration within three months of terminating employment with a previous firm.
Note: If an individual is registering as both a dealer and an adviser, the individual is required to pay only one activity fee.
C4
Review of permitted individual
$100, unless the individual is already registered to trade or advise on behalf of the registrant firm
C5
Change in status from a non-trading or non-advising capacity to a trading or advising capacity
$200 per individual
C6
Registration of a new registrant firm, or the continuation of registration of an existing registrant firm, resulting from or following an amalgamation of one or more registrant firms
$1,000
C7
Application for amending terms and conditions of registration
$800
D.
Director Approval
D1
An application for approval of the Director under Section 9 of the Regulation to the CFA
$3,500
Note: No fee for an approval under subsection 9(3) of the Regulation to the CFA is payable if a notice covering the same circumstances is required under sections 11.9 or 11.10 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
E.
Pre Filings
E1
Each pre-filing relating to the items described in Rows B1 to B6 of Appendix B
One-half of the otherwise applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing.
E2
Any other pre-filing of an application
The applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing.
Note: The fee for a pre-filing of an application will be credited against the applicable fee payable if and when the corresponding formal filing is actually proceeded with; otherwise, the fee is nonrefundable.
F.
Any Application not otherwise listed in this Rule
F1
An application, other than one described in Rows A1 to D1 for
$5,600
(a)
relief from one section of the CFA, a regulation or a rule, or
(b)
recognition or designation under one section of the CFA, a regulation or a rule,
F2
An application, other than one described in Rows A1 to D1 for
$8,400
(a)
relief from two or more sections of the CFA, a regulation or a rule made at the same time, or
(b)
recognition or designation under two or more sections of the CFA, a regulation or a rule made at the same time.
F3
An application referred to in F1 or F2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-502 Fees:
The amount in F1 or F2 is increased by $2,200
(i)
the applicant;
(ii)
an issuer of which the applicant is a wholly owned subsidiary;
F4
An application under subsection 78(1) of the CFA, other than an application that was made under that subsection and subsection 144(1) of the Securities Act, if the application
The amount in F1 or F2 is increased by $120,000
(a)
reflects a merger of an exchange or clearing agency,
(b)
reflects an acquisition of a major part of the assets of an exchange or clearing agency,
(c)
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or
(d)
reflects a major reorganization or restructuring of an exchange or clearing agency.
G.
Requests to the Commission
G1
Request for a search of Commission public records
$10 initial search fee, plus $7.50 per person for each 15 minutes time spent by the person searching or preparing records for disclosure to the extent consistent with the request.
G2
Request for copies of Commission public records
Applicable search fees under Row G1. Additional charge of $0.25 per page for photocopied or printed records. No additional charge for digital copies, where available.
14. Form 13-503F1 (Commodity Futures Act) Participation Fee Calculation is replaced with the following:
FORM 13-503F1
(Commodity Futures Act) PARTICIPATION FEE CALCULATION
General Instructions
1. This form must be completed by "registrant firms" as defined in this Rule that are not also "registrant firms" as defined in Rule 13-502 Fees under the Securities Act. It must be returned to the Ontario Securities Commission by November 1 each year, as required by section 3 of this Rule, except in the case where firms register after November 1 in a year. In this exceptional case, this form must be filed within 60 days of registration.
2. The completion of this form will serve as an application for the renewal of both the firm and all its registered individuals wishing to renew under the Commodity Futures Act.
3. CIRO members who are investment dealers must complete Part 4a of this form. All other registrant firms must complete Part II.
4. CIRO members who are investment dealers may refer to Statement E of the IDPC Form 1, or any successor to Statement E of the IDPC Form 1, for guidance.
5. If a firm's permanent establishments are situated only in Ontario, all of the firm's total revenue for the designated financial year is attributed to Ontario. If permanent establishments are situated in Ontario and elsewhere, the percentage attributed to Ontario for a designated financial 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 financial 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 CFA activities in Ontario.
6. All figures must be expressed in Canadian dollars.
7. Information reported on this form must be certified by an individual specified in section 4 of the Rule to attest to its completeness and accuracy.
8. If the firm has no "designated financial year", as defined in section 1 of the Rule, do not complete Part 4 of this form.
9.
Certification
I, _______________________, of the registrant firm noted below have examined this Form 13-503F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s)________________________________
__________________________
Name:
Date:
Title:
PART 1: Firm Information
Firm NRD number: ____________________________________
Firm legal name: ______________________________________
PART 2: Contact Information for Chief Compliance Officer
Please provide the name, e-mail address, phone number and fax number for your Chief Compliance Officer.
Name: _______________________________________
E-mail address: ________________________________
Phone: _______________________________________ Fax: _______________________________________
PART 3: Financial Information
Does the firm have a designated financial year?
• Yes
• No (one selection)
If yes, end date of designated financial year:
_____/____/___
yyyy mm dd
PART 4: Participation Fee Calculation
Part 4(a) -- CIRO Members
1.
Total revenue for designated financial year from Statement E of the IDPC Form 1
$ _______________
2.
Less revenue not attributable to CFA activities
$ _______________
3.
Revenue subject to participation fee (line 1 less line 2)
$ _______________
4.
Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule)
_______________ %
5.
Specified Ontario revenues (line 3 multiplied by line 4)
$ _______________
6.
Participation fee (From Appendix A of the Rule, select the participation fee opposite the specified Ontario revenues from line 5)
$ _______________
Part 4(b) -- Other Registrants:
Notes:
1. Total gross revenues are the sum of all gross revenues reported on the audited financial statements. Audited financial statements should be prepared in accordance with generally accepted accounting principles. Items reported on a net basis must be adjusted for purposes of the fee calculation to reflect gross revenues.
2. Where the advisory services of (i) a person or company registered as a dealer or an adviser under the Commodity Futures Act or (ii) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (iii) an unregistered exempt international firm, 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.
***
1.
Total gross revenue for designated financial year (note 1)
$ _______________
Less the following items in respect of the designated financial year:
2.
Gross revenue not attributable to CFA activities
$ _______________
3.
Advisory or sub-advisory fees paid during the designated financial year by it to (i) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (ii) a registered dealer or registered adviser under the Securities Act; or (iii) an unregistered exempt international firm.
$ _______________
4.
Revenue subject to participation fee (line 1 less lines 2 and 3)
$ _______________
5.
Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule)
_______________ %
6.
Specified Ontario revenues (line 4 multiplied by line 5)
$ _______________
7.
Participation fee (From Appendix A of the Rule, select the participation fee beside the specified Ontario revenues from line 6)
$ _______________
15. This Instrument comes into force on April 5, 2027.
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This document is a blackline version of proposed changes to Ontario Securities Commission Rule 13-503 (including Forms).
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1. In this Rule,
"CFA" means the Commodity Futures Act;
"CFA activities" means activities for which registration under the CFA is required, or activities for which an exemption from registration is required under the CFA, or would be so required if those activities were carried out in Ontario;
"CIRO" means the Canadian Investment Regulatory Organization;
"designated financial year" in connection with the filing at any time by a registrant firm of a completed Form 13-503F1 means, the most recent completed financial year of the registrant firm, determined at the time of the filing, for which audited financial statements are available;
"Form 13-503F1" means Form 13-503F1 (Commodity Futures Act) Participation Fee Calculation;
"generally accepted accounting principles", in relation to a person or company, means the generally accepted accounting principles used to prepare the financial statements of the person or company in accordance with Ontario securities law;
"IIROC" means the Investment Industry Regulatory Organization of Canada;"Ontario percentage" means, in relation to a person or company for a designated financial year,
(a) in the case of a person or company that had a permanent establishment in Ontario in the designated financial year and no permanent establishment elsewhere, 100%,
(b) in the case of a person or company that had a permanent establishment in Ontario and elsewhere in the designated financial year and had taxable income in the designated financial year that is positive, the percentage of the taxable income that is taxable income earned in the year in Ontario, and
(c) in any other case, the percentage of the total revenues of the person or company for the designated financial year attributable to CFA activities in Ontario;
"OSC Rule 33-506" means Ontario Securities Commission Rule 33-506(Commodity Futures Act) Registration Information;
"permanent establishment" means a permanent establishment as defined in subsection 400(2) of the Income Tax Regulations (Canada);
"permitted individual" has the same meaning as in OSC Rule 33-506;
"principal regulator" has the same meaning as in National Instrument 33-109 Registration Information under the Securities Act;
"registrant firm" means a person or company registered or required to be registered as a dealer or an adviser under the CFA;
"specified Ontario revenues", in relation to a person or company for a designated financial year, means the revenues of the person or company calculated for the designated year under section 6 or 7, as the case may be;
"taxable income" means taxable income as determined under the Income Tax Act (Canada); and
"taxable income earned in the year in Ontario", in relation to a person or company for a financial year, means the taxable income of the person or company earned in the financial year in Ontario as determined under Part IV of the Income Tax Regulations (Canada).
2. This Part does not apply to a registrant firm that is registered under the Securities Act and that has paid its participation fee under Rule 13-502 Fees under the Securities Act.
3. (1) A registrant firm must, after August 31 and before November 2 in each year, file a completed Form 13-503F1 showing the information required to determine the participation fee referred to in applicable sections 6 or 7.
(2) A registrant firm must, by December 31 in each year, pay the participation fee shown in Appendix A opposite the specified Ontario revenues for the designated financial year of the firm.
(3) Despite subsections (1) and (2), if a person or company that was not a registrant firm becomes, between November 1 and December 31, a registrant firm, it must, within 60 days of them becoming a registrant firm
(a) file a completed Form 13-503F1, and
(b) pay the participation fee determined in the completed Form 13-503F1.
(4) A registrant firm under subsections (1) and (2) that has no designated financial year in the year of becoming a registrant firm or unregistered capital markets participant, must by December 31 of that year pay $700 as a capital market participation fee.
4. (1) A Form 13-503F1required to be filed under section 3 must contain a certification signed by any one of the following:
(a) the chief compliance officer of the registrant firm;
(b) a specified officer of the registrant firm, or an individual acting in a similar capacity;
(c) a director of the registrant firm.
(2) For the purposes of paragraph (1)(b), "specified officer" of a registrant firm means an individual with any one or more of the following positions in relation to the registrant firm:
(a) chief executive officer;
(b) chief financial officer;
(c) chief operating officer.
5. (1) A registrant firm that is late in paying a participation fee under this Part must pay an additional late fee of 0.1% of the unpaid portion of the participation fee for each day on which any portion of the participation fee was due and unpaid.
(2) A late fee calculated under subsection (1) is deemed to be nil if it is less than $100.
5.1(1) Beginning on April 3, 2028 and on every first Monday of April after that, the participation fees prescribed in this Rule under Appendix A, and the specified Ontario revenues tiers in Appendix A, will be adjusted in accordance with each of the following:
(a) the participation fees payable immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(b) the specified Ontario revenues tiers under the column "Specified Ontario Revenues for the Previous Financial Year" in Appendix A immediately before the applicable April date shall be increased by the percentage change in the Ontario Consumer Price Index for the previous 12-months ending December 31st of the prior year;
(c) if the percentage change in the Ontario Consumer Price Index for the pervious 12-months ending December 31st of the prior year, as set out in paragraphs (1)(a) and (1)(b) results in a negative amount, the fees shall not be increased;
(d) any participation fee and specified Ontario Revenues tiers that, once increased in accordance with paragraphs (1)(a) and (1)(b) results in an amount that is not a whole number shall be rounded to the nearest dollar.
(2) For the purposes of subsection (1), the Ontario Consumer Price Index is the Consumer Price Index for Ontario (All-Items) as published by Statistics Canada.
6. (1) The specified Ontario revenues for a designated financial year of a registrant firm that was a n CIRO IIROC member at the end of the designated financial year is calculated by multiplying
(a) the registrant firm's total revenues for the designated financial year, less the portion of the total revenue not attributable to CFA activities,
by
(b) the registrant firm's Ontario percentage for the designated financial year.
(2) For the purpose of paragraph (1)(a), "total revenues" for a designated financial year means the amount shown as total revenue for the designated financial year on Statement E of the IDPC IIROC Form 1, or any successor to Statement E of the IDPC Form 1, filed with CIRO IIROC by the registrant firm.
7. (1) The specified Ontario revenues for a designated financial year of a registrant firm that was not a member of CIRO IIROC at the end of the designated financial year is calculated by multiplying
(a) the registrant firm's total gross revenues, for the designated financial year, less deductions permitted under subsection (2),
by
(b) the registrant firm's Ontario percentage for the designated financial year.
(2) For the purpose of paragraph (1)(a), a registrant firm may deduct the following items if earned in the designated financial year from its total revenues:
(a) revenues not attributable to CFA activities;
(b) advisory or sub-advisory fees paid during the designated financial year by the registrant firm to
(i) a person or company registered as a dealer or an adviser under the Commodity Futures Act;
(ii) a registered dealer or a registered adviser, under the Securities Act, or
(iii) an unregistered exempt international firm.
8. A person or company must, when filing a document or taking an action described in Row A1 to F4 of Column A of Appendix B, pay the fee shown opposite the description of the document or action in Column B.
9. A person or company that makes a request described in Row G1 or G2 of Column A of Appendix B must pay the fee shown opposite the description of the request in Column B of Appendix B before receiving the document or information requested.
10. (1) Despite section 8, only one fee must be paid under this Part for an application, in respect of a joint activity, made jointly by applicants affiliated with each other.
(2) Without limiting the generality of subsection (1), only one fee must be paid under this Part where an application for exemptive relief is made jointly by applicants affiliated with each other.
11. For the purposes of this Part,
"applicable limit" of a person or company for a year means
(a) if the person or company is required to pay a participation fee in the year under Part 2 and the specified Ontario revenues for the designated financial year on which the participation fee is based are greater than or equal to $500 million, $14,000
10,000for that year, and(b) in any other case, $7,000
5,000for that year."covered document" means a form or document listed in Appendix C.
;
"specified late day" means a day occurring after April 2, 2023.
12. A person or company that files or delivers a covered document after it was required to be filed or delivered must, when filing or delivering it, pay the fee determined under section 13 in respect of the covered document.
13. (1) Subject to subsection (2), the fee for a covered document is equal to $100 multiplied by the number of specified late days following the date the covered document was required to be filed or delivered until the date of the covered document is filed or delivered.
(2) Despite subsection (1), the maximum late fee payable by a person or company under section 12 and attributable to a year for all covered documents is equal to the applicable limit.
(3) If a registrant firm and one or more registrant firms are affiliates of each other and each of those registrant firms has failed to file the same type of a covered document due by the same date, a fee paid under section 12 by the first-mentioned registrant firm in respect of the covered document and attributable to a year is deemed for the purposes of this section to have been paid by each of the other registrant firms and be attributable to that year.
14. A person or company that files or delivers a form or document listed in Appendix C of this Rule as it read on April 2, 2023 that was required to be filed or delivered before April 3, 2023, must, when filing or delivering it, pay the late fee determined under this Rule as it read on April 2, 2023 for the period from the date the form or document is required to be filed or delivered until April 2, 2023.
15. 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 exchange rate for the last business day preceding the particular date as posted on the Bank of Canada website.
16. 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.
17. Rule 13-503 (Commodity Futures Act) Fees, as amended to October 18, 2019, is repealed.
18. This Rule comes into force on April 3, 2023April 5, 2027. .
(Section 3)
Specified Ontario Revenues for the Designated Financial Year |
Participation Fee |
|
|
under $500,000 |
$700 |
|
|
|
|
|
|
$500,000 to under $1 million |
$2,000 |
|
|
$1 million to under $3 million |
$7,150 |
|
|
$3 million to under $5 million |
$16,100 |
|
|
$5 million to under $10 million |
$34,300 |
|
|
$10 million to under $25 million |
$70,000 |
|
|
$25 million to under $50 million |
$105,200 |
|
|
$50 million to under $100 million |
$217,000 |
|
|
$100 million to under $200 million |
$367,700 |
|
|
$200 million to under $500 million |
$745,300 |
|
|
$500 million to under $1 billion |
$962,500 |
|
|
$1 billion to under $2 billion |
$1,213,800 |
|
|
$2 billion to under $4 billion |
$2,037,000 |
|
|
$4 billion and over |
$3,055,500 |
(Sections 8 and 9)
Row |
Document or Activity |
Fee |
||
|
(Column A) |
(Column B) |
||
|
||||
|
A. |
Application for specifically enumerated relief, approval and recognition |
|
|
|
||||
A1 |
Application under: |
Nil |
||
|
(a) |
Section 24 or 40 or subsection 36(1) or 46(6) of the CFA, and |
|
|
|
(b) |
Subsection 27(1) of the Regulation to the CFA. |
|
|
|
||||
A2 |
An application for relief from this Rule. |
$1,800 |
||
|
||||
A3 |
An application for relief from any of the following: |
$1,800 |
||
|
(a) |
OSC Rule 31-509 National Registration Database (Commodity Futures Act); |
|
|
|
(b) |
OSC Rule 33-506; |
|
|
|
(c) |
Subsection 37(7) of the Regulation to the CFA |
|
|
|
||||
|
B. |
Recognitions and Exemptions for Specified Regulated Entities |
|
|
|
||||
B1 |
An application for registration or recognition of an exchange under section 15 or 34 of the CFA if the application is not made in conjunction with the application for recognition of an exchange under the Securities Act; |
$120,000 |
||
|
||||
B2 |
An application for registration or recognition of an exchange under section 15 or 34 of the CFA if the application is made in conjunction with the application for recognition of an exchange under the Securities Act; |
$24,000 |
||
|
||||
B3 |
An application for exemption from registration of an exchange under section 80 of the CFA if the application is not made in conjunction with the application for exemption from the recognition of an exchange under the Securities Act; |
$91,000 |
||
|
||||
B4 |
An application for exemption from registration of an exchange under section 80 of the CFA if the application is made in conjunction with the application for exemption from the recognition of an exchange under the Securities Act; |
$24,000 |
||
|
||||
B5 |
An application for recognition of a clearing house under section 17 of the CFA if the application is not made in conjunction with the application for recognition of a clearing agency under the Securities Act; |
$120,000 |
||
|
||||
B6 |
An application for recognition of a clearing house under section 17 of the CFA if the application is made in conjunction with the application for recognition of a clearing agency under the Securities Act. |
$24,000 |
||
|
|
(plus an additional fee of $120,000 |
||
|
|
(a) |
reflects a merger of an exchange or clearing agency, |
|
|
|
(b) |
reflects an acquisition of a major part of the assets of an exchange or clearing agency, or |
|
|
|
(c) |
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or reflects a major reorganization or restructuring of an exchange or clearing agency). |
|
|
||||
|
C. |
Registration-Related Activity |
|
|
|
||||
C1 |
New registration of a firm in one or more categories of registration |
$1,300 |
||
|
||||
C2 |
Addition of one or more categories of registration |
$700 |
||
|
||||
C3 |
Registration of a new individual to trade or advise on behalf of the registrant firm |
$200 per individual, unless the individual makes an application to register in the same category of registration within three months of terminating employment with a previous firm. |
||
|
||||
|
Note: If an individual is registering as both a dealer and an adviser, the individual is required to pay only one activity fee. |
|
||
|
||||
C4 |
Review of permitted individual |
$100, unless the individual is already registered to trade or advise on behalf of the registrant firm |
||
|
||||
C5 |
Change in status from a non-trading or non-advising capacity to a trading or advising capacity |
$200 per individual |
||
|
||||
C6 |
Registration of a new registrant firm, or the continuation of registration of an existing registrant firm, resulting from or following an amalgamation of one or more registrant firms |
$1,000 |
||
|
||||
C7 |
Application for amending terms and conditions of registration |
$800 |
||
|
||||
D. |
Director Approval |
|
||
|
||||
D1 |
An application for approval of the Director under Section 9 of the Regulation to the CFA |
$3,500 |
||
|
||||
|
Note: No fee for an approval under subsection 9(3) of the Regulation to the CFA is payable if a notice covering the same circumstances is required under sections 11.9 or 11.10 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. |
|
||
|
||||
|
E. |
Pre Filings |
|
|
|
||||
E1 |
Each pre-filing relating to the items described in Rows B1 to B6 of Appendix B |
One-half of the otherwise applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing. |
||
|
||||
E2 |
Any other pre-filing of an application |
The applicable fee that would be payable if the corresponding formal filing had proceeded at the same time as the pre-filing. |
||
|
||||
|
Note: The fee for a pre-filing of an application will be credited against the applicable fee payable if and when the corresponding formal filing is actually proceeded with; otherwise, the fee is nonrefundable. |
|
||
|
||||
|
F. |
Any Application not otherwise listed in this Rule |
|
|
|
||||
F1 |
An application, other than one described in Rows A1 to D1 for |
$5,600 |
||
|
(a) |
relief from one section of the CFA, a regulation or a rule, or |
|
|
|
(b) |
recognition or designation under one section of the CFA, a regulation or a rule, |
|
|
|
||||
F2 |
An application, other than one described in Rows A1 to D1 for |
$8,400 |
||
|
(a) |
relief from two or more sections of the CFA, a regulation or a rule made at the same time, or |
|
|
|
(b) |
recognition or designation under two or more sections of the CFA, a regulation or a rule made at the same time. |
|
|
|
||||
F3 |
An application referred to in F1 or F2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-502 Fees: |
The amount in F1 or F2 is increased by $2,200 |
||
|
(i) |
the applicant; |
|
|
|
(ii) |
an issuer of which the applicant is a wholly owned subsidiary; |
|
|
|
||||
F4 |
An application under subsection 78(1) of the CFA, other than an application that was made under that subsection and subsection 144(1) of the Securities Act, if the application |
The amount in F1 or F2 is increased by $120,000 |
||
|
(a) |
reflects a merger of an exchange or clearing agency, |
|
|
|
(b) |
reflects an acquisition of a major part of the assets of an exchange or clearing agency, |
|
|
|
(c) |
involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or |
|
|
|
(d) |
reflects a major reorganization or restructuring of an exchange or clearing agency. |
|
|
|
||||
|
G. |
Requests to the Commission |
|
|
|
||||
G1 |
Request for a search of Commission public records |
$10 initial search fee, plus $7.50 per person for each 15 minutes time spent by the person searching or preparing records for disclosure to the extent consistent with the request. |
||
|
||||
G2 |
Request for copies of Commission public records |
Applicable search fees under Row G1. Additional charge of $0.25 per page for photocopied or printed records. No additional charge for digital copies, where available. |
||
(Part 4)
(a) Annual financial statements and interim financial information;
(b) Report under section 15 of the Regulation to the CFA;
(c) Report under section 17 of the Regulation to the CFA;
(d) Form 33-506F1 Notice of Termination of Registered Individuals and Permitted Individuals;
(e) Form 13-503F1; and
(f) Any form or document required to be filed or delivered by a registrant firm or individual in connection with the registration of the registrant firm or individual under the CFA with respect to
(i) terms and conditions imposed on the registrant firm or individual, or
(ii) an order of the Commission.
1. This form must be completed by "registrant firms" as defined in this Rule that are not also "registrant firms" as defined in Rule 13-502 Fees under the Securities Act. It must be returned to the Ontario Securities Commission by November 1 each year, as required by section 3 of this Rule, except in the case where firms register after November 1 in a year. In this exceptional case, this form must be filed within 60 days of registration.
2. The completion of this form will serve as an application for the renewal of both the firm and all its registered individuals wishing to renew under the Commodity Futures Act.
3. CIRO IIROC memberswho are investment dealers must complete Part 4a of this form. All other registrant firms must complete Part II.
4. CIRO IIROC members who are investment dealers may refer to Statement E of the Joint Regulatory Financial Questionnaire and ReportIDPC Form 1, or any successor to Statement E of the IDPC Form 1, for guidance.
5. If a firm's permanent establishments are situated only in Ontario, all of the firm's total revenue for the designated financial year is attributed to Ontario. If permanent establishments are situated in Ontario and elsewhere, the percentage attributed to Ontario for a designated financial 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 financial 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 CFA activities in Ontario.
6. All figures must be expressed in Canadian dollars.
7. Information reported on this form must be certified by an individual specified in section 4 of the Rule to attest to its completeness and accuracy.
8. If the firm has no "designated financial year", as defined in section 1 of the Rule, do not complete Part 4 of this form.
9.
Certification
I, _______________________, of the registrant firm noted below have examined this Form 13-503F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s)________________________________ |
__________________________ |
Name: |
Date: |
Title: |
|
PART 1: Firm Information
Firm NRD number: ____________________________________
Firm legal name: ______________________________________
PART 2: Contact Information for Chief Compliance Officer
Please provide the name, e-mail address, phone number and fax number for your Chief Compliance Officer.
Name: _______________________________________
E-mail address: _______________________________________
Phone: _______________________________________ Fax: _______________________________________
PART 3: Financial Information
Does the firm have a designated financial year? |
• Yes |
• No (one selection) |
If yes, end date of designated financial year: |
_____/____/___ |
|
yyyy mm dd |
PART 4: Participation Fee Calculation
Part 4(a) -- CIRO IIROC Members
1. |
Total revenue for designated financial year from Statement E of the IDPC Form 1 |
$ _______________ |
|
||
2. |
Less revenue not attributable to CFA activities |
$ _______________ |
|
||
3. |
Revenue subject to participation fee (line 1 less line 2) |
$ _______________ |
|
||
4. |
Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
_______________ % |
|
||
5. |
Specified Ontario revenues (line 3 multiplied by line 4) |
$ _______________ |
|
||
6. |
Participation fee (From Appendix A of the Rule, select the participation fee opposite the specified Ontario revenues from line 5) |
$ _______________ |
Part 4(b) -- Other Registrants:
Notes:
1. Total gross revenues are the sum of all gross revenues reported on the audited financial statements. Audited financial statements should be prepared in accordance with generally accepted accounting principles. Items reported on a net basis must be adjusted for purposes of the fee calculation to reflect gross revenues.
2. Where the advisory services of (i) a person or company registered as a dealer or an adviser under the Commodity Futures Act or (ii) a registered dealer, registered adviser or registered investment fund manager, under the Securities Act; or (iii) an unregistered exempt international firm, 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.
***
1. |
Total gross revenue for designated financial year (note 1) |
$ _______________ |
Less the following items in respect of the designated financial year:
2. |
Gross revenue not attributable to CFA activities |
$ _______________ |
|
||
3. |
Advisory or sub-advisory fees paid during the designated financial year by it to (i) a person or company registered as a dealer or an adviser under the Commodity Futures Act; or (ii) a registered dealer or registered adviser under the Securities Act; or (iii) an unregistered exempt international firm. |
$ _______________ |
|
||
4. |
Revenue subject to participation fee (line 1 less lines 2 and 3) |
$ _______________ |
|
||
5. |
Ontario percentage for designated financial year (See definition of "Ontario percentage" in the Rule) |
_______________ % |
|
||
6. |
Specified Ontario revenues (line 4 multiplied by line 5) |
$ _______________ |
|
||
7. |
Participation fee (From Appendix A of the Rule, select the participation fee beside the specified Ontario revenues from line 6) |
$ _______________ |
1. Ontario Securities Commission Companion Policy 13-503CP (Commodity Futures Act) Fees is changed by this Document.
2. Subsection 8(2) is replaced with the following:
(2) While the Commission may review requests for adjustments to fees paid in the case of incorrect calculations, there is generally no refund available for requests made more than 90 days after the fee was required to be paid. Filers are encouraged to contact OSC staff for guidance on the process for submitting such requests.
3. Subsection 11 (2) is replaced with the following:
(2) For registrants filing Form 13-503F1s for a year, the capital participation fee is based on their audited financial statements for the "designated financial year", as defined in section 1 of the Rule. A registrant firm that has no "designated financial year" in the year of becoming a registrant firm must by December 31 of that year pay $700 as capital market participation fees.
4. Section 15 is changed by replacing"$200"with"$300".
5. Section 19 is deleted.
6. Section 20 is changed
(a) by replacing"$5,000"with"$7,000", and
(b) by replacing"$10,000" with"$14,000".
7. Section 21 is deleted.
8. These changes become effective on April 5, 2027.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
This document is a blackline of proposed changes to the Companion Policy to OSC Rule 13-503.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. The purpose of this Companion Policy is to state the views of the Commission on various matters relating to OSC Rule 13-503 (Commodity Futures Act) Fees (the "Rule"), including an explanation of the overall approach of the Rule and a discussion of various parts of the Rule.
2. (1) The general approach of the Rule is to establish a fee regime that is consistent with the approach of OSC Rule 13-502 (the "OSA Fees Rule"), which governs fees paid under the Securities Act. Both rules are designed to create a clear and streamlined fee structure.
(2) The fee regime of the Rule is based on the concepts of "participation fees" and "activity fees".
3. (1) Registrant firms are generally required to pay participation fees annually.
(2) Participation fees are designed to cover the Commission's costs not easily attributable to specific regulatory activities. The participation fee required of a person or company under Part 2 of the Rule is based on a measure of the person's or company's size, which is used as a proxy for its proportionate participation in the Ontario capital markets. In the case of a registrant firm, the participation fee is based on the firm's revenues attributable to its CFA activity in Ontario.
4. Although participation fees are generally determined with reference to information from a financial year of the payor generally ending before the time of their payment, they are applied to the costs of the Commission of regulating the ongoing participation in Ontario's capital markets of the payor and other market participants.
5. The participation fee is paid at the firm level under the Rule. For example, a "registrant firm" is required to pay a participation fee, not an individual who is registered as a salesperson, representative, partner, or officer of the firm.
6. 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 B of the Rule are considered in determining these fees (e.g., reviewing 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.
7. (1) A registrant firm that is registered both under the CFA and the Securities Act is exempted by section 2 of the Rule from the requirement to pay a participation fee under the Rule if it is current in paying its participation fees under the OSA Fees Rule. The registrant firm will include revenues derived from CFA activities as part of its revenues for purposes of determining its participation fee under the OSA Fees Rule.
(2) A registrant firm that is registered both under the CFA and the Securities Act must pay activity fees under the CFA Rule even though it pays a participation fee under the OSA Fees Rule.
8. (1) Generally, a person or company that pays a fee under the Rule is not entitled to a refund of that fee. For example, there is no refund available for an activity fee paid in connection with an action that is subsequently abandoned by the payor of the fee. Also, there is no refund available for a participation fee paid by a registrant firm whose registration is terminated later in the year for which the fee was paid.
(2) While the Commission will also may review requests for adjustments to fees paid in the case of incorrect calculations,there is generally no refund available for requests made more than 90 days after the fee was required to be paid. Filers are encouraged to contact OSC staff for guidance on the process for submitting such requests. unless there are exceptional circumstances, we will not generally issue a refund if a request is made more than 90 days after the fee was required to be paid. Filers should contact OSC staff with regard to the mechanics of how to deliver such a request.
(3) Filers are expected to file correct information in a form. Correct information is important not only to reflect the filer's particular circumstances but also for more general data collection and analysis by the Commission. If a filer becomes aware that information in a previously filed form is incorrect, the filer should contact OSC staff about addressing the incorrect information on a timely basis (whether or not the correction would result in the determination of a different fee amount).
9. The Commission may examine arrangements or structures implemented by a person or company and their affiliates that raise the suspicion of being structured for the purpose of reducing the fees payable under the Rule. For example, the Commission will review circumstances in which revenues from registrable activities carried on by a corporate group are not treated as revenues of a registrant firm, to assess whether the firm has artificially reduced the firm's specified Ontario revenues and, consequently, its participation fee.
10. The material filed under the Part 2 of the Rule will be kept confidential. The Commission is of the view that the material contains intimate financial, commercial and technical information and that the interests of the filers in non-disclosure outweigh the desirability of the principle that the material be available for public inspection.
11. (1) Participation fees are payable annually by registrant firms as defined in section 1 of the Rule.
(2) For registrants filing Form 13-503F1s for a year, the capital participation fee is based on their audited financial statements for the "designated financial year", as defined in section 1 of the Rule. If the registrant has no financial statement for a designated financial year available, there is no fee.A registrant firm that has no "designated financial year" in the year of becoming a registrant firm must by December 31 of that year pay $700 as capital market participation fees.
12. Section 5 of the Rule prescribes an additional fee if a participation fee is paid late. The Commission and the Director will, in appropriate circumstances, consider tardiness in the payment of fees as a matter going to the fitness for registration of a registrant firm.
13. A person or company must consider its CFA activities when calculating its participation fee. The Commission is of the view that these activities include, without limitation, trading in commodity futures contracts, carrying on the business of providing commodity futures contracts-related advice and portfolio management services involving commodity futures contracts.
14. Section 7 of the Rule permits certain deductions to be made for the purpose of calculating specified Ontario revenues for registrant firms. The purpose of these deductions is to prevent the "double counting" of revenues that would otherwise occur.
15. Row C4 of Appendix B imposes a fee of $100 for an individual seeking approval as a permitted individual. Row C5 imposes a fee of $200 for an individual changing his or her status from a non-trading or non-advising capacity to a trading or advising capacity. If an individual makes a concurrent application for approval as a permitted individual and as an individual registered to trade or advise on behalf of a registrant firm, staff would expect a fee of $300 200 in the aggregate.
16. Subsection 10(1) of the Rule provides for only one activity fee to be paid for an application, in respect of a joint activity, made jointly by applicants affiliated with each other. Subsection 10(2) ensures that this measure applies to affiliates jointly applying for exemptive relief.
17. Generally, where an activity fee has been paid by a person who then abandons the matter or withdraws the application, a new activity fee would be payable if the person resurrects the application or updates the application for material changes that have occurred.
18. Appendix C of the Rule outlines additional fees payable by registrant firms for the late filing or delivery of certain forms or documents required under the CFA Act. The Commission may consider the late filing or delivery of forms or documents when assessing the ongoing suitability for registration of a registrant firm.
19. Late fees for covered documents, as defined in Appendix C of the Rule, that are incurred after April 2, 2023 are calculated in accordance with sections 12 and 13. The late fee is $100 per day, subject to an annual cap for all covered documents submitted in a year of $5,000. The annual cap is increased to $10,000 for a person or company that has specified Ontario revenues greater than or equal to $500 million.
20. Subsection 13(3) applies when multiple affiliated registrants fail to file the same type of covered documents due by the same date. In this case, payments attributable to a year made by anyone in the group count as payments made by everyone in the group. This means that the group will be liable to a maximum liability per year equal to the $7,000 5,000 or $14,000 10,000 annual cap.
21. Late fees for forms and documents listed in Appendix C as the Rule read on April 2, 2023 were calculated based on the number of business days that the form or document was late. Section 14 provides that late fees incurred prior to April 3, 2023 will continue to be charged on this basis. Late fees incurred after that date are charged based on calendar days in accordance with sections 12 and 13.
Current Regulatory Framework and Rationale for Intervention
OSC Rules 13-502 Fees and 13-503 (Commodity Futures Act) Fees came into force in 2003. Excluding the new derivatives participation fee that came into effect in 2024, OSC market participants have not experienced a general fee rate increase in over a decade. OSC staff have undertaken an analysis of the anticipated costs and benefits of the Proposed Amendments, as set forth below, to analyze the regulatory need for the proposed rule changes. This analysis includes the potential economic impacts, including anticipated costs and benefits, relative to the current baseline and subsequent fee amendments for market participants. The Ontario Securities Commission (the Commission orOSC or we) funds its operations to achieve cost recovery, while ensuring appropriate reserves to safeguard against revenue shortfalls and unexpected expenses. The fee structure is designed to recover the OSC's costs to support and enable OSC's five-part mandate. Fees are typically re-evaluated every three years based on the anticipated operating and capital costs to be incurred over the following period and infrequent cyclical investments that occur beyond a three-year cycle. The proposed amendments are expected to become effective commencing April 2027.
The OSC's oversight continues to evolve as capital markets activities, products and structures become more complex and experience rapid growth in various areas. The pace of change may introduce further risk into capital markets, requiring more investment in regulatory areas, including enforcement. Consistent with our six-year strategic plan, we are investing more to prioritize faster responses to emerging trends, right-size regulation, and implement tougher and more visible enforcement. The OSC is proposing amendments to its fees of $16 million, representing the funding gap necessary to deliver on its six-year strategy and address growing sustained inflationary pressures since the fee rule was last revisited.
Our annual average operating costs are projected to increase by 3.3% during the 3-year fee cycle. Our capital expenditures, inclusive of a significant project to transform office space within our existing footprint, are estimated to increase by 32.9% from our 2026 forecast. Projected deficits and the drawdown in cash to fund office renovations is depleting our reserves. Fee amendments are projected to replenish the six-month reserve by the end of the fee cycle.
Proposed Amendments
I. Proposed amendments to issuer participation fees
Participation fees for Canadian issuers (Class 1 and 2) and foreign issuers (Class 3A and 3B) are currently determined using an 11 tier model based on a firm's capitalization.{1} The current fee rates and tiers for issuers range from $750 (capitalization below $10 million) to $100,500 for Class 1 and 2 issuers and $33,500 for Class 3A and 3B issuers (capitalization greater than $25 billion). We propose introducing three new tiers at the top of the range, further described below and evidenced in Table 1 and Table 2 in Section 2. Anticipated costs of the Proposed Amendments.
Over the past 10 years, the S&P/TSX Composite Index has grown at an average annual rate of 8.5%, and the average annual growth has doubled to 17.6% since the last fee review.{2} The OSC reviewed issuer size relative to fees paid using fiscal year 2025 participation fee filings and identified that larger issuers were not paying fees proportionate to the growth experienced, with capitalization serving as a proxy for participating in Ontario capital markets. For example, in 2025 the largest issuers (representing approximately 64 issuers in the top tier with a capitalization of greater than $25 billion) account for over 80% of Ontario's total capitalization but only contribute 16% of total issuer participation fees.
The OSC is proposing changes to the tiered fee structure so that larger issuers would pay a greater proportion of total issuer participation fees. The Proposed Amendments for issuers would:
• Increase participation fees for issuers in tiers 10 and 11 (capitalization between $10 billion and $50 billion); and
• Introduce three new upper tiers that apply higher fees to the largest issuers, who currently pay a maximum of $100,500 (Class 1 & 2 Canadian issuers) and $33,500 (Class 3A & 3B foreign issuers).{3}
Approximately 53% of our issuer population is comprised of smaller issuers, with capitalization of less than $25 million. In line with our mandate to foster capital formation and support a more accessible and competitive marketplace, the OSC is proposing targeted fee reductions for smaller market participants. We plan to amalgamate the bottom two tiers for smaller issuers, impacting 371 issuers (13.3% of issuers), which would make most issuers pay $750 in annual participation fees.
Furthermore, the OSC must keep pace with broader economic pressures and more recent sustained cost increases. Against this backdrop of inflation and increasing costs, the OSC is proposing to adjust its fee structure by introducing an annual Ontario Consumer Price Index (CPI)-based adjustment to issuer participation fees beginning in fiscal year 2029. Annual indexation provides market participants with a predictable and transparent mechanism for projecting OSC fees while reducing the disruptive impact of large, infrequent fee increases that may be more difficult to absorb. However, periodic reviews continue to be necessary to adapt fees to evolving market realities. Substantial fee changes, either more broadly or in targeted areas, may be necessary to keep the OSC's regulatory framework effective and sustainable. The fee adjustment will be calculated using the year-over-year change in the Ontario CPI, as published by Statistics Canada. In addition, to ensure fairness within the participation fee model, fee tier thresholds will also be indexed to Ontario CPI.
II. Proposed amendments to participation fees for registrant firms
Currently, participation fees for registrant firms are determined using a 14-tier model based on a firm's Ontario specified revenues. The current fee structure ranges from $700 for registrant firms (revenues below $250,000) to over $2 million for registrant firms (revenues greater than $2 billion). This tiered structure is an appropriate means to serve as a proxy for a firm's use of Ontario's capital markets. A comprehensive review undertaken by the OSC since the last cyclical fee review identified that as of fiscal year 2025, 50% of Ontario specified revenues were generated from 6 firms in the highest tier but are only contributing to 14% of OSC's registrant participation fees.
To address this disproportionality, the OSC proposes adjustments to participation fee tiers for registrant firms by splitting the highest tier (i.e. firms with over $2 billion in Ontario specified revenues) into two groups: a $2 billion to $4 billion Ontario specified revenue tier and a new tier for Ontario specified revenues over $4 billion tier. The fee for the highest tier is proposed at $3,055,500, an increase of 50% from the tier rate below it. The minimum Ontario specified revenues for the new highest tier will be $4 billion, double the previous highest threshold of $2 billion.
Similar to the proposed reductions for issuers, we plan to amalgamate the first two tiers to reduce fees for smaller registrant firms as well as reduce fees for registrant firms whose Ontario specified revenues are less than $0.5 million, resulting in reductions for 478 or 14% of registrant firms. Table 3 in Section 2. Anticipated costs of the Proposed Amendments provides a detailed description of the proposed new model with the tier changes.
Lastly, similar to issuer participation fees, as the cost of regulatory oversight continues to increase, an annual Ontario CPI adjustment is also being proposed for registrant firm participation fees, beginning in fiscal year 2029, based on the year-over-year change in Ontario CPI published by Statistics Canada. The Ontario CPI adjustment will be applied to participation fees and fee tier thresholds applicable to registrant firms.
III. Proposed Crypto Trading Platform (CTP) participation fees
Over the past several years, Ontario's capital markets have evolved significantly with the rapid emergence of crypto markets. Crypto trading has introduced new products, participants and technologies that operate differently from traditional securities markets, expanding opportunities for innovation and investment but also introducing novel risks. Additional regulatory oversight continues to be required to supervise these platforms, including product analysis, business model reviews and policy coordination, which are not reflected in existing participation fees.
Currently, investment dealer CTPs benefit from shared oversight with the Canadian Investment Regulatory Organization (CIRO), while restricted CTPs are solely overseen by the OSC. Additionally, some CTPs operating alternative trading systems (ATSs) under exemptive relief are not currently subject to participation fees, despite regulatory engagement.
In addition to proposed new CTP activity fees (further described under V. Proposed Changes to Activity Fees), we plan to introduce a tiered participation fee structure based on the type of regulated entity and the services and products it offers to participants, as well as whether the CTPs operate domestically or across borders. These fees are necessary to address the growing costs to oversee CTPs. While domestic CTPs are subject to the Ontario regulatory framework only, those that operate cross-border introduce additional complexities, such as jurisdictional differences, enforcement challenges and potentially regulatory arbitrage. The participation fee model will have six tiers, ranging from $30,000 to $170,000. Based on current registered CTPs, we estimate that 13 CTPs will be impacted by the proposed fees, which are estimated to cost market participants an additional $1.0 million in fees.
IV. Proposed participation fees for Other Specified Regulated Entities
Recognized exchanges: OSC staff have noted that recognized exchanges increasingly initiated operational and structural changes that require review, analysis and approval prior to implementation. This trend shows the dynamic nature of the capital markets and emphasizes the importance of maintaining high regulatory standards, ensuring investor protection and the integrity of capital markets. The growing complexity and volume of such changes has led to more frequent regulatory engagement, an enhanced approach to oversight through the development of risk assessments and involved multiple staff with specialized knowledge and complementary skill sets. To address growing regulatory oversight requirements, we propose introducing an incremental annual fee of $30,000 for recognized exchanges without a listing function and $120,000 for recognized exchanges with a listing function. The current participation fee model for recognized exchanges and recognized quotation and trade reporting systems will retain six tiers, although the tier ranges will be updated from $30,000 to $500,000 to $25,000 to $550,000. Furthermore, a new incremental fee of $50,000 is proposed for recognized exchanges or ATS with additional products and services.
Information Processors: Under the current framework, the OSC does not charge participation fees to information processors. Staff noted oversight activities are similar to other regulated entities and, over time, the work related to the oversight of the equity and debt information processors continuously increased (i.e., equity IP technical incidents, follow up on several issues related to marketplace market data and client access, renewal and extension of designation orders). As a result, staff's view is that the cost associated with the oversight of the information processors should be reflected through a fair and reasonable annual participation fee. A new annual fee of $10,000 is proposed to address these oversight costs.
ATSs: Under the current framework, fee caps are applicable to participation fees charged to ATSs (fee caps are $8,750 for unlisted debt or securities lending and $17,000 for all other ATSs). OSC staff are proposing to remove the cap that reduces participation fees for ATSs, requiring ATSs that trade exchange traded securities to be charged in a manner consistent with recognized exchanges. This would better align the application of participation fees across all ATSs and be more aligned with the current oversight activities performed by OSC staff. Furthermore a new participation fee is proposed for exempt foreign marketplaces of $5,000.
V. Proposed Changes to Activity Fees
Activity fees are set at a flat rate to recover the average estimated direct cost for the OSC to perform the specific activity. Activity fees are reflective of the estimated effort and services rendered by the OSC for the benefit of market participants.
Prospectus Filings: As we consider balancing the achievement of various prongs of our mandate, such as supporting capital formation and competition to encourage capital raising activity in Ontario, the OSC is proposing activity fee rate reductions ranging from 21% to 23%.
Exempt Market Distributions: The OSC is also proposing a fee increase for filing a report of exempt distribution from $350 to $500. This fee is paid when a report of exempt distribution is filed, which is 10 days after an issuer raises capital for corporate finance issuers and investment funds have the option to file 30 days after calendar end. In addition to inflationary pressures, the fee increase is necessary to support planned capacity additions to enhance regulatory oversight due to the increasing regulatory complexity of the exempt market.
CTPs: Given the rapid evolution of the crypto industry, the current fee structure no longer fully recovers the costs associated with the additional review of filings required for CTP oversight. Accordingly, we are proposing new application and activity fees as follows:
• A $12,500 fee for each significant or material change to a CTP's business or activities;
• A $15,000 prefiling fee for staff reviews prior to an application filing, which is nonrefundable but credited toward the final application fee if the application proceeds;
• A $24,500 application fee for CTPs operating dealer platforms seeking registration as an investment dealer with CIRO; and
• A $60,000 application fee for CTPs that are investment dealers operating a marketplace (i.e., an ATS).
These proposed fees help ensure that regulatory oversight costs are more appropriately aligned with the complexity and resource demands of CTP operations, which are estimated to cost market participants an additional $0.2 million in fees.
Other Activity Fee Adjustments: An increase in certain activity fees is proposed to better align fees with the cost of regulatory work, as most rates have not been updated for over a decade. These changes are anticipated to cost filers a total of $0.3 million in additional fees. See Appendix B for listing of proposed activity fee amendments.
VI. Proposed changes to late fees
Late fees are triggered when market participants do not pay or do not file regulatory forms by established due dates, as required by securities legislation. Late fees are intended to promote compliance with securities legislation to allow for filings to be made publicly available on a timely basis and to ensure the OSC can carry out our required regulatory tasks. The OSC is proposing to increase late fee caps for exempt market, insider report, and other late documents by 40% with the late fee per day remaining the same. The increase in the cap is to serve as a further deterrence of the length of late filing. This is estimated to cost market participants an additional $0.9 million in fees.
I. Proposed increase to issuer participation fees
As of fiscal year 2025, we had 2,774 fee paying issuers. With this proposed amendment, 134 of the largest issuers in the top tiers are expected to face an increase in participation fees. Specifically, 107 Canadian issuers are estimated to pay an additional $6.1 million annually (Table 1), while 27 foreign issuers are estimated to pay an additional $0.9 million annually in participation fees (Table 2).
Table 1 -- Annual participation fees for Canadian issuers (Class 1 & 2) as of April 2027
Tier |
Issuer Capitalization |
Current Fee |
Proposed Fee |
Percent Change |
Estimated Number of Issuers{4} |
Total Fee Impact, $ |
|
||||||
1 |
Under $10 million |
$750 |
$750 |
0% |
1,093 |
0 |
|
||||||
2 |
$10 million to $25 million |
$1,000 |
$750 |
-25% |
367 |
($0.1 million) |
|
||||||
3 |
$25 million to $50 million |
$2,400 |
$2,400 |
0% |
261 |
0 |
|
||||||
4 |
$50 million to $100 million |
$6,100 |
$6,100 |
0% |
190 |
0 |
|
||||||
5 |
$100 million to $250 million |
$12,700 |
$12,700 |
0% |
194 |
0 |
|
||||||
6 |
$250 million to $500 million |
$27,900 |
$27,900 |
0% |
117 |
0 |
|
||||||
7 |
$500 million to $1 billion |
$38,900 |
$38,900 |
0% |
94 |
0 |
|
||||||
8 |
$1 billion to $5 billion |
$59,350 |
$59,350 |
0% |
191 |
0 |
|
||||||
9 |
$5 billion to $10 billion |
$76,425 |
$76,425 |
0% |
58 |
0 |
|
||||||
10 |
$10 billion to 25 billion |
$89,270 |
$116,000 |
+30% |
61 |
$1.6 million |
|
||||||
11 |
$25 billion to $50 billion |
$100,500 |
$151,000 |
+50% |
14 |
($2.5 million){*} |
|
||||||
12 |
$50 billion to $100 billion |
New |
$196,000 |
+95% |
23 |
$4.5 million |
|
||||||
13 |
$100 billion to $200 billion |
New |
$255,000 |
+154% |
7 |
$1.8 million |
|
||||||
14 |
$200 billion to Over |
New |
$331,500 |
+230% |
2 |
$0.7 million |
|
||||||
Total |
2,672 |
$6.0 million |
||||
{4} Based on participant payments in fiscal year 2025
{*} Negative impact as we reduced the tier limit in this range, moving issuers into the tier above.
Table 2 -- Annual participation fees for foreign issuers (Class 3A & 3B) as of April 2027
Tier |
Issuer Capitalization |
Current Fee |
Proposed Fee |
Percent Change |
Estimated Number of Issuers{5} |
Total Fee Impact, $ |
|
||||||
1 |
Under $10 million |
$750 |
$750 |
0% |
7 |
0 |
|
||||||
2 |
$10 million to $25 million |
$1,000 |
$750 |
-25% |
4 |
($0.001 million) |
|
||||||
3 |
$25 million to $50 million |
$ 1,110 |
$ 1,110 |
0% |
7 |
0 |
|
||||||
4 |
$50 million to $100 million |
$2,030 |
$2,030 |
0% |
12 |
0 |
|
||||||
5 |
$100 million to $250 million |
$4,225 |
$4,225 |
0% |
11 |
0 |
|
||||||
6 |
$250 million to $500 million |
$9,300 |
$9,300 |
0% |
8 |
0 |
|
||||||
7 |
$500 million to $1 billion |
$13,000 |
$13,000 |
0% |
5 |
0 |
|
||||||
8 |
$1 billion to $5 billion |
$19,785 |
$19,785 |
0% |
17 |
0 |
|
||||||
9 |
$5 billion to $10 billion |
$25,460 |
$25,460 |
0% |
4 |
0 |
|
||||||
10 |
$10 billion to 25 billion |
$29,755 |
$38,700 |
+30% |
9 |
$0.1 million |
|
||||||
11 |
$25 billion to $50 billion |
$33,495 |
$43,500 |
+30% |
2 |
($0.5 million){*} |
|
||||||
12 |
$50 billion to $100 billion |
New |
$56,500 |
+69% |
5 |
$0.3 million |
|
||||||
13 |
$100 billion to $200 billion |
New |
$73,500 |
+120% |
2 |
$0.1 million |
|
||||||
14 |
$200 billion to Over |
New |
$95,500 |
+186% |
9 |
$0.9 million |
|
||||||
Total |
102 |
$0.9 million |
||||
{5} Based on participant payments in fiscal year 2025
{*} Negative impact as we reduced the tier limit in this range, moving issuers into the tier above.
Beginning in fiscal year 2029, the tier thresholds and fees will increase annually based on the year-over-year change in Ontario CPI, as published by Statistics Canada. This proposal will impact all Canadian issuers and foreign issuers. For projection purposes, an Ontario CPI rate of 2.0% per year has been assumed, consistent with the Ministry of Finance's Fall Economic Statement projections which uses the Bank of Canada's 2.0% inflation rate target. With the Ontario CPI increase, issuers in total are projected to pay an average increase of $0.9 million annually.
II. Proposed changes to registrant participation fees
As of fiscal year 2025, we had 3,410 fee paying registrant firms. A new revenue tier of '$4 billion and over' is expected to impact 3 firms. This proposed amendment will increase the participation fees paid by 50% and is expected to cost the 3 impacted firms a combined $3.1 million annually (Table 3).
Table 3 -- Annual participation fees for registrant firms as of April 2027
Tier |
Ontario Specified Revenue |
Current Fee |
Proposed Fee |
Percent Change |
Estimated Number of Registrant Firms{6} |
Total Fee Impact, $ |
|
||||||
1 |
under $250,000 |
$700 |
$700 |
0% |
1,825 |
0 |
|
||||||
2 |
$250,000 to under $500,000 |
$975 |
$700 |
-28% |
231 |
($0.1 million) |
|
||||||
3 |
$500,000 to under $ 1 million |
$3,200 |
$2,000 |
-38% |
247 |
($0.3 million) |
|
||||||
4 |
$ 1 million to under $3 million |
$7,150 |
$7,150 |
0% |
368 |
0 |
|
||||||
5 |
$3 million to under $5 million |
$16,100 |
$16,100 |
0% |
173 |
0 |
|
||||||
6 |
$5 million to under $10 million |
$34,300 |
$34,300 |
0% |
210 |
0 |
|
||||||
7 |
$10 million to under $25 million |
$70,000 |
$70,000 |
0% |
177 |
0 |
|
||||||
8 |
$25 million to under $50 million |
$105,200 |
$105,200 |
0% |
57 |
0 |
|
||||||
9 |
$50 million to under $100 million |
$217,000 |
$217,000 |
0% |
48 |
0 |
|
||||||
10 |
$100 million to under $200 million |
$367,700 |
$367,700 |
0% |
30 |
0 |
|
||||||
11 |
$200 million to under $500 million |
$745,300 |
$745,300 |
0% |
27 |
0 |
|
||||||
12 |
$500 million to under $1 billion |
$962,500 |
$962,500 |
0% |
5 |
0 |
|
||||||
13 |
$1 billion to under $2 billion |
$1,213,800 |
$1,213,800 |
0% |
6 |
0 |
|
||||||
14 |
$2 billion to under $4 billion |
$2,037,000 |
$2,037,000 |
0% |
3 |
($6.1 million){*} |
|
||||||
15 |
$4 billion and over |
New |
$3,055,500 |
+50% |
3 |
$9.2 million |
|
||||||
Total |
3,410 |
$2.7 million |
||||
{6} Based on participant payments in fiscal year 2025
{*} Negative impact as we reduced the tier limit in this range, moving issuers into the tier above.
Beginning in fiscal year 2029, the tier thresholds and fees will increase annually based on the year-over-year change in Ontario CPI, as published by Statistics Canada. This proposal will impact all registrant firms in order to keep pace with inflation and maintain cost recovery. Using a 2.0% projected Ontario CPI rate, registrant firms in total are projected to pay an average increase of $0.9 million annually.
III. Proposed activity and participation fees for CTPs
There are currently 13 CTPs operating in Ontario under the regulatory framework. Most CTPs are subject to registration fees (i.e., Capital Markets Participation Fees in Part 3 of OSC Rule 13-502 Fees); however, only two CTPs were subject to ongoing fees as specified regulated entities fees under Part 4 of OSC Rule 13-502 Fees because they operate ATSs.
Under the proposed structure, CTPs will incur specific costs when applying for authorization in the form of activity fees and annual regulatory oversight costs in the form of participation fees. Participation fees are based on the CTPs' operational reach (i.e., domestic or cross border), the services and products offered to participants and their registration category (i.e., restricted or investment dealer). The Proposed Amendments are estimated to impact all 13 CTPs and will cost $1.0 million.
Table 4 below shows the one-time costs incurred on application to operate a CTP. Table 5 shows the annual regulatory costs in the form of participation fees to CTPs based on a six-tier framework.
Table 4 -- One-time costs incurred on application to operate CTPs
Type of CTP |
Applicable Fee |
|
|
||
1. |
New registration application by a person or company to operate a CTP and will not operate a marketplace |
$24,500 |
|
||
2. |
New registration application by a person or company to operate a CTP and will operate a marketplace (i.e., ATS) |
$60,000 |
Each significant change to a business or activity submitted in Form 21-102F2 Information Statement Alternative Trading System or Form 33-109F5 Change of Registration Information will also incur a cost of $12,500.
Table 5 -- Annual costs incurred by CTPs under the proposed CTP fee six-tier model
Tier |
Operated a Market-place |
CIRO Member |
Fee Description |
Applicable Fee |
Estimated Number of CTPs |
Total Fee Impact, $ |
|
||||||
1 |
No |
Yes |
A crypto asset trading platform that was a CIRO member at the end of the specified period and did not operate a marketplace in the specified period. |
$30,000 |
3 |
$0.1 million |
|
||||||
2 |
No |
No |
A crypto asset trading platform that was not a CIRO member at the end of the specified period and did not operate a marketplace in the specified period. |
$50,000 |
5 |
$0.3 million |
|
||||||
3 |
Yes |
Yes |
A crypto asset trading platform that was a CIRO member at the end of the specified period and operated a marketplace in the specified period. |
$63,000 |
2 |
$0.1 million |
|
||||||
4 |
Yes |
No |
A crypto asset trading platform that was not a CIRO member at the end of the specified period and operated a marketplace in the specified period. |
$83,000 |
- |
- |
|
||||||
5 |
Yes |
Yes |
A crypto asset trading platform that was a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within tiers 1 to 4. |
$120,000 |
- |
- |
|
||||||
6 |
Yes |
No |
A crypto asset trading platform that was not a CIRO member at the end of the specified period, operated a marketplace in the specified period, and offered multiple types of products and services involving crypto assets in the specified period, and does not fall within tiers 1 to 4. |
$170,000 |
3 |
$0.5 million |
|
||||||
Total Annual Cost Estimates for Existing CTPs |
13 |
$1.0 million |
||||
Additionally, CTPs will incur initial and ongoing costs from analyzing the Proposed Amendments, which include updating policies and procedures for compliance, and updating IT systems for recordkeeping and reporting purposes. Other implementation costs anticipated for CTPs with the proposed fees are summarized below in Table 6. IT systems costs, if any, should be minimal given that the participation fee is determined by the tier criteria that apply to each CTP.
Table 6 -- Implementation Costs -- Total Initial and Ongoing Yearly Costs to CTP Fee Payers
Type of Administrative Cost |
Total Initial Cost (Year 1) for each Anticipated Fee Payer |
Total Initial Cost (Year 1) for Entire Population of Anticipated Fee Payers |
Total Ongoing Yearly Cost for each Anticipated Fee Payer |
Total Ongoing Yearly Cost for Entire Population of Anticipated Fee Payers |
|
||||
Learning about and implementing the Proposed Amendments |
$84 |
$1,092 |
$7 |
$91 |
|
||||
Compliance with Proposed Amendments |
$29 |
$377 |
$29 |
$377 |
|
||||
Recordkeeping and reporting |
$12 |
$156 |
$12 |
$156 |
|
||||
Total implementation costs |
$125 |
$1,625 |
$48 |
$624 |
The estimates reflect the number of hours spent per task by staff in different functions within each fee payer. Hourly rates are based on information found in published fee surveys and compensation guides subject to certain adjustments (e.g. application of local market adjustments). Total for entire population assumes 13 CTPs.
IV. Proposed Fees for Other Specified Regulated Entities
Participation fees for recognized exchange and recognized quotation and trade reporting system currently utilize a 6-tier fee model based on Canadian trading share with tier 1 starting at up to 5% of Canadian trading share ($30,000 fee) to tier 6 of Canadian trading share of 75% ($500,000 fee). Fee amendments include adjusting the Canadian trading share of tier 1 from 5% to 2.5% to align with the threshold in National Instrument 21-101 Marketplace Operation, as well as reducing the fee from $30,000 to $25,000. The fee for the remaining 5 tiers is proposed to increase by up to 11% to reflect the increase in the cost of oversight as fee rates have not been adjusted in over a decade. The overall revenue impact is estimated to cost $0.1 million. Please refer to Appendix A for the new proposed fee tier structure.
An additional participation fee is being proposed for recognized exchanges including $120,000 for recognized exchanges that list securities, impacting 3 exchanges, and $30,000 for recognized exchanges without a listing function due to the additional oversight activities conducted for recognized exchanges, impacting 1 exchange. The proposed fee is estimated to cost $0.4 million.
A change in participation fees is proposed for ATSs to remove fee caps that are no longer appropriate in light of the regulatory work performed. The proposed amendment is estimated to impact 7 ATSs and result in $0.2 million in additional fees. Please refer to Appendix A for further details.
V. Proposed changes to other activity fees (excluding CTP activity fees noted above)
The OSC proposes increases to activity fees estimated at $1.7 million. See Appendix B for a listing of activity fee amendments.
VI. Proposed Amendments to late fees
The OSC proposes to increase the late fee for Other Late Document filings and Exempt Market filings from a current maximum of $5,000 / $10,000{7} to $7,000 / $14,00011, and Insider Report Late Fee filings from $1,000 to $1,400, which is expected to bring incremental revenues of $0.9 million annually. The daily fees remain unchanged at $100 per day for Other Late Document filings and Exempt Market filings, and $50 per day for Insider Report Late Fee filings. Please see Table 7 for impact of proposed late fee amendments by segment.
Table 7 -- Late Fees Proposed
Type of Late Fee |
Current Fee and Maximums |
Proposed Fee and Maximums |
Total Fee Impact |
|
|||
Other Late Document Filing Fee{*} |
$100/day ($5,000/$10,000 Max) |
$100/day ($7,000/$14,000 Max) |
$0.4 million |
|
|||
Insider Report Late Filing Fee |
$50/day ($1,000 Max) |
$50/day ($1,400 Max) |
$0.3 million |
|
|||
Exempt Market Late Filing Fee |
$100/day ($5,000 Max) |
$100/day ($7,000 Max) |
$0.2 million |
|
|||
Total Late Fees |
|
|
$0.9 million |
{*} Documents include annual financial statements and interim financial information, annual information form filed under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 81-106 Investment Fund Continuous Disclosure, Notice of Termination of Registered Individuals and Permitted Individuals, forms/documents for terms/conditions imposed on registrant or an order of the commission, Form 13-502F4 Capital Markets Participation Fee Calculation.
The Proposed Amendments to participation, activity, and late fees will ensure the OSC remains financially sustainable and capable of fulfilling its mandate. By strengthening the OSC's financial position, the Proposed Amendments will allow for continued investment in market surveillance, compliance support and regulatory initiatives. The proposed fee structure improves the distribution of regulation costs across the firms that have higher use of Ontario's capital markets. Without these adjustments, the OSC would face a growing deficit that would limit its ability to provide timely oversight, guidance and enforcement which are critical to maintaining confidence in Ontario's capital markets.
Proposed Amendments to participation fees
Reductions in fees are being proposed by amalgamating the lowest tiers for the calculation of registrant and issuer participation fees, as well as a tier reduction for registrant firms with Ontario specified revenues between $0.5 million and under $1.0 million from a fee of $3,200 to $2,000. These reductions will benefit 371 issuers (13.4%) and 478 registrant firms (14.0%), which is expected to provide these participants with estimated annual savings of $0.5 million.
Proposed reductions in activity fees
We are estimating that the reduction in activity fees for prospectuses will result in savings of $0.2 million for filers. Fee rates will generally reduce from $3,800 to $3,000 for prospectus filings, representing a 21% reduction. Refer to Appendix B for the change in rates.
Proposed CTP fees
Introducing fees for CTPs provides a sustainable mechanism to strengthen oversight, maintain market integrity and eliminate cross-subsidization of costs of regulatory oversight by other market participants, as these costs are presently primarily funded through fees paid by those participants. Furthermore, appropriate funding of the oversight of CTPs' activities benefits the public interest by providing essential resources to ensure that the OSC can fulfill its CTP oversight responsibilities and adapt to evolving markets and behaviors.
The proposed CTP fees introduce a framework for applicable fees to support the regulatory efforts expended to oversee the operations of CTPs. The fees are intended to reflect the time and resources needed for this oversight. This includes conducting the initial analysis of the regulatory regime that applies to each CTP based on its products and services. It also includes staff time for ad-hoc reviews of novel business proposals, products, or services that a CTP may wish to offer. In addition, the fees would support the development and monitoring of alternative data-reporting and compliance protocols, as well as the creation of appropriate enforcement mechanisms.
The proposed participation fee model aligns costs with regulatory efforts. In this context, we have taken into consideration the regulatory framework applicable to CTPs in Ontario (i.e., whether they are CIRO dealer members or restricted dealers, whether they operate a dealer or a marketplace platform), the potential business model (i.e., custodial versus decentralized) and the volume (i.e., types of assets traded) and complexity of their operations (i.e., domestic versus cross-border). Thus, larger and more complex CTPs, which require more regulatory effort, will contribute more under the proposed activity-based and annual tiered fee model.
The proposal also facilitates long-term planning. Having a predictable framework, we invest in skilled personnel and compliance infrastructure, enabling us to keep up with the market and pursue proactive risk management rather than reactive enforcement actions.
The summary of benefits and costs combines the net quantitative impact to fees paid by market participants as follows:
1. Amendments to issuer and registrant participation fees, including introducing new tiers and reducing fees in the smaller tiers is projected to increase net fees by $9.5 million.
2. Increasing certain existing activity and late fees, and reducing certain capital raising filing fees are estimated to raise annual fees by $2.4 million, net of the proposed reductions.
3. Increase participation fee rates and introduce new activity fees for specified regulated entities totaling $1.1 million. CTPs are covered separately, below.
4. Introduce an annual CPI adjustment to issuer and registrant firm participation fee tier thresholds and fee rates with an expected average annual revenue increase of $1.8 million.
5. Introduce a new tier-based participation fee model and activity fees for CTPs, adding an estimated $1.2 million in annual revenues.
6. Total one-time costs incurred by all CTPs to pay new participation fees are estimated at $1,625 and $624 annually for filing. The proposed amendments are expected to result in minimal implementation costs for all other amendments and therefore have not been quantified in this analysis.
Effective, and fair capital-markets regulation is foundational to capital formation and economic growth. Swift, credible enforcement deters bad actors, lowers the "cost of compliance" paid by well-behaved firms (who otherwise face reputational spillovers and competitive distortions), and boosts investor confidence and liquidity. Notwithstanding, the benefits are anticipated to be significant and will allow the OSC to continue to deliver on its mandate.
The OSC considers the impact of proposed rulemaking on the OSC's mandate to:
• provide protection to investors from unfair, improper or fraudulent practices;
• foster fair, efficient, and competitive capital markets and confidence in the capital markets;
• foster capital formation; and
• contribute to the stability of the financial system and the reduction of systemic risk.
Given the nature of the Proposed Amendments, all components of the OSC mandate will be impacted. Specifically, the Proposed Amendments will facilitate:
• Protecting Investors from Unfair, Improper, or Fraudulent Practices: The Proposed Amendments strengthen investor protection by ensuring the OSC has adequate resources to oversee increasingly complex markets, including CTPs. Without sufficient funding, the OSC's ability to monitor compliance and enforce rules would be compromised, exposing investors to greater risk. As capital markets continue to evolve, corporate issuers are increasingly adopting technologies such as artificial intelligence (AI), distributed ledger systems, and tokenization to support issuance, settlement, disclosure, and governance functions. These innovations introduce new operational models and new forms of market activity that require tailored regulatory oversight to ensure continued investor protection, market integrity, and systemic resilience. The introduction of CTP-specific fees and adjustments to participation fees for large issuers and registrant firms ensures that those creating the greatest oversight burden contribute proportionately to regulatory costs.
• Foster Fair, Efficient, and Competitive Capital Markets and Confidence in Those Markets: By realigning participation fees so that larger issuers and registrant firms pay proportionately more, the proposal promotes fairness and reduces cross-subsidization. This more equitable distribution of regulatory costs helps maintain confidence in Ontario's capital markets. Appropriately calibrated fee increases enable the OSC to sustain and enhance core regulatory functions-such as oversight, compliance reviews, systemic risk monitoring, and investor protection initiatives-which directly benefit market participants by supporting a more stable, reliable, and well-supervised marketplace. Strengthened regulatory capacity can reduce the likelihood of misconduct, improve market quality, and ultimately contribute to a more efficient and competitive environment for all participants. Additionally, late fee increases encourage timely compliance, supporting transparency and market integrity.
• Foster Capital Formation: The proposed reductions in certain activity fees, such as those for prospectus filings, encourage capital raising in Ontario. These changes align with the OSC's goal of fostering capital formation while balancing investor protection and market integrity.
• Contribute to the Stability of the Financial System and the Reduction of Systemic Risk: The introduction of CTP-specific fees and adjustments for large market participants ensure that the OSC can invest in oversight and enforcement to maintain market integrity and confidence in Ontario's capital markets.
The Commission considered increasing existing fees across all market participants equally; however, when addressing fee increases for registrant firms and issuers, management considered it appropriate to address the disproportional benefit that the largest market participants are experiencing relative to fees charged. Proportionality considerations also apply to fee increases where we are seeing additional oversight costs with certain sectors, such as CTPs and the exempt market.
The OSC is not relying on any unpublished study, report, or other written material in proposing the Proposed Amendments.
Current |
Proposed |
||
|
|||
A person or company with a Canadian trading share for the specified period of: |
Participation Fee |
A person or company with a Canadian trading share for the specified period of: |
Participation Fee |
|
|||
Less than 5% |
$30,000 |
Less than 2.5% |
$25,000 |
|
|||
Greater than or equal to 5% and less than 15% |
$50,000 |
Greater than or equal to 2.5% and less than 15% |
$55,000 |
|
|||
Greater than or equal to 15% and less than 25% |
$135,000 |
Greater than or equal to 15% and less than 25% |
$150,000 |
|
|||
Greater than or equal to 25% and less than 50% |
$275,000 |
Greater than or equal to 25% and less than 50% |
$300,000 |
|
|||
Greater than or equal to 50% and less than 75% |
$400,000 |
Greater than or equal to 50% and less than 75% |
$440,000 |
|
|||
75% or more |
$500,000 |
75% or more |
$550,000 |
Entity Category |
Current Fee |
Proposed Fee |
|
|
|||
Recognized exchanges (with listing function) |
No annual fee |
New annual fee of $120,000 |
|
|
|||
Recognized exchanges (without listing function) |
No annual fee |
New annual fee of $30,000 |
|
|
|||
Exempt ATSs |
No annual fee |
New annual fee of $5,000 |
|
|
|||
Information processors |
No annual fee |
New annual fee of $10,000 |
|
|
|||
ATS -- exchange-traded equity securities |
Fees capped at $17,000 Lesser of: |
|
|
|
|||
|
a) |
Recognized Exchange participation fee less capital markets participation fee paid in respect of previous year |
Eliminate cap; fees aligned with recognized exchange participation fee |
|
|||
|
A person or company with a Canadian trading share for the specified period of: |
A person or company with a Canadian trading share for the specified period of: |
|
|
|||
|
Less than 5% -- $30,000 |
Less than 2.5% -- $25,000 |
|
|
|||
|
Greater than or equal to 5% and less than 15% -- $50,000 |
Greater than or equal to 2.5% and less than 15% -- $55,000 |
|
|
|||
|
Greater than or equal to 15% and less than 25% -- $135,000 |
Greater than or equal to 15% and less than 25% -- $150,000 |
|
|
|||
|
Greater than or equal to 25% and less than 50% -- $275,000 |
Greater than or equal to 25% and less than 50% -- $300,000 |
|
|
|||
|
Greater than or equal to 50% and less than 75% -- $400,000 |
Greater than or equal to 50% and less than 75% -- $440,000 |
|
|
|||
|
75% or more -- $500,000 |
75% or more -- $550,000 |
|
|
|||
|
and |
|
|
|
|||
|
b) |
|
|
|
|||
|
|
$17,000 |
|
|
|||
|
a) |
|
|
|
|||
ATS -- unlisted debt, securities lendingLesser of: |
$30,000 less capital markets participation fee paid in respect of the previous year, |
Eliminate caps; fixed fee of $10,000 |
|
|
|||
|
and |
|
|
|
|||
|
b) |
|
|
|
|||
|
|
$8,750 |
|
|
|||
Other ATSs |
Lesser of: |
|
|
|
|||
|
a) |
|
|
|
|||
|
|
$30,000 less capital markets participation fee paid in respect of the previous year, |
Eliminate caps; fixed fee of $20,000 |
|
|||
|
and |
|
|
|
|||
|
b) |
|
|
|
|||
|
|
$17,000 |
|
|
|||
Recognized Exchange or ATS with additional products/services |
No incremental annual fee |
$50,000 |
|
|
|||
Trade Repository |
$30,000 |
$33,000 |
|
|
|||
Exempt Exchange |
$10,000 |
$11,000 |
|
|
|||
Recognized Clearing Agencies -- Services |
Fees ranging from $10,000 to $150,000 |
10% fee increase; fees ranging from $11,000 to $165,000 |
|
|
|||
Clearing Agencies Exempt from Recognition under the Act |
Fees ranging from $7,500 to $10,000 |
10% fee increase; fees ranging from $8,250 to $11,000 |
|
The listing of the proposed changes to activity fees is included below from Appendix F of OSC Rules 13-502 Fees with row references from the current rule.
Row |
Document or Activity |
Current Fee |
Proposed Fee |
||
|
|||||
A1 |
Preliminary or Pro Forma Prospectus in Form 41-101F1 Information Required in a Prospectus |
$3,800 |
$3,000 |
||
|
|||||
A2 |
Additional fee for each technical report that supports scientific and technical information relating to a mineral project that is included in a Preliminary or Pro Forma Prospectus |
$2,500 |
$2,000 |
||
|
|||||
A3 |
Preliminary Short Form Prospectus in Form 44-101F1 Short Form Prospectus (including if shelf or PREP procedures are used) or a Registration Statement on Form F-9 or F-10 filed by an issuer that is incorporated or that is organized under the laws of Canada or a jurisdiction in Canada province or territory in connection with a distribution solely in the United States under MJDS as described in the companion policy to National Instrument 71-101 The Multijurisdictional Disclosure System. |
$3,800 |
$3,000 |
||
|
|||||
A4 |
Prospectus, fund facts document and ETF facts document filings on behalf of certain investment funds |
|
|
||
|
|
(a) |
Preliminary or pro forma fund facts document, or fund facts document filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure in Form 81-101F3 Contents of Fund Facts Document, |
Greater of $3,800 for a prospectus and $400 for each mutual fund. |
Greater of $3,000 for a prospectus and $500 for each mutual fund. |
|
|
(b) |
Preliminary or pro forma ETF facts document, or ETF facts document filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document |
Greater of $3,800 for a prospectus and $650 for each ETF. |
Greater of $3,000 for a prospectus and $500 for each ETF. |
|
|
(c) |
Preliminary or pro forma prospectus in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF) or scholarship plan prospectus in Form 41-101F3 Information Required in a Scholarship Plan Prospectus |
Greater of $3,800 for a prospectus and $650 for an investment fund. |
Greater of $3,000 for a prospectus, and $500 for each investment fund. |
|
|||||
A5 |
Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions). |
$3,800 |
$3,000 |
||
|
|||||
B2 |
Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement |
$350 |
$500 |
||
|
|||||
C4 |
An application under subparagraph 1(10)(a)(ii) of the Act |
$1,000 |
$1,400 |
||
|
|||||
C6 |
An application other than a pre-filing, where the discretionary relief or regulatory approval is evidenced by the issuance of a receipt for the applicants' final prospectus (such as certain applications under National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure). |
$4,800 ($7,000 two+) |
$5,750 ($8,400 two+) |
||
|
|||||
D1 |
An application for recognition of an exchange under section 21 of the Act |
$110,000 |
$120,000 |
||
|
|||||
D2 |
An application for exemption from the requirement to be recognized as an exchange under section 21 of the Act |
$83,000 |
$91,000 |
||
|
|||||
D3 |
An application by a marketplace that trades OTC derivatives, including swap execution facilities, for exemption from the requirement to be recognized under section 21 of the Act |
$20,000 |
$22,000 |
||
|
|||||
D4 |
An application by clearing agencies for recognition under section 21.2 of the Act |
$110,000 |
$120,000 |
||
|
|||||
D5 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency not planning to have any clearing member resident in Ontario, if the clearing agency has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, resident in Ontario. |
$15,000 |
$16,500 |
||
|
|||||
D6 |
An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency planning to have at least one clearing member resident in Ontario. |
$83,000 (plus an additional fee of $100,000 in connection with an application described in any of Rows D1 to D5 |
$91,000 (plus an additional fee of $120,000 in connection with an application described in any of Rows D1 to D5 |
||
|
|||||
|
E. Initial Filing for ATS Review of the initial Form 21-101F2 Information Statement Alternative Trading System of a new alternative trading system |
$55,000 |
$60,000 |
||
|
|||||
F1 |
F. Trade Repository Application for designation as a trade repository under section 21.2.2 of the Act |
$83,000 |
$91,000 |
||
|
|||||
J1 |
Registrant Acquisitions Notice given 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 |
$3,600 |
$4,300 |
||
|
|||||
L1 |
An application, other than one described in Rows A1 to K3, for |
|
|
||
|
(a) relief from one section of the Act, a regulation or a rule, or |
$4,800 |
$5,750 |
||
|
(b) recognition or designation under one section of the Act, a regulation or a rule. |
|
|
||
|
|||||
L2 |
An application, other than one described in Rows A1 to K3, for |
|
|
||
|
(a) relief from two or more sections of the Act, a regulation or a rule made at the same time, or |
$7,000 |
$8,400 |
||
|
(b) recognition or designation under two or more sections of the Act, a regulation or a rule made at the same time. |
|
|
||
|
|||||
L3 |
An application referred to in Row L1 or L2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-503 (Commodity Futures Act)Fees: |
|
|
||
|
(i) the applicant; |
$2,000 |
$2,200 |
||
|
(ii) an issuer of which the applicant is a wholly owned subsidiary; |
|
|
||
|
(iii) the investment fund manager of the applicant. |
|
|
||
|
|||||
L4 |
An application under subsection 144(1) of the Act if the application |
|
|
||
|
(a) reflects a merger of an exchange or clearing agency, |
|
|
||
|
(b) reflects an acquisition of a major part of the assets of an exchange or clearing agency, |
|
|
||
|
(c) involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or |
The amount in Row L1 or L2 is increased by $100,000 |
The amount in Row L1 or L2 is increased by $120,000 |
||
|
(d) reflects a major reorganization or restructuring of an exchange or clearing agency. |
|
|
||
{1} OSC Rule 13-502 Fees defines classes of issuers. "Class 1" refers to a reporting issuer that is incorporated or that exists under the laws of Canada or a jurisdiction and that has a class of equity securities listed and posted for trading, or quoted on, a marketplace in either or both of Canada or the US. "Class 2" refers to a reporting issuer that is incorporated or that exists under the laws of Canada or a jurisdiction other than a Class 1 reporting issuer. "Class 3" refers to a reporting issuer that is not incorporated and that does not exist under the laws of Canada or a jurisdiction.
{2} Based on closing values as of September 2015, September 2022, and September 2025.
{3} Under the proposed new model, the highest tier would be set at $331,500 for Class 1&2 and $95,500 for Class 3A & 3B foreign issuers.
{7} If the firm pays a participation fee under Part 3 of OSC 13-502 Fees, or Part 2 of OSC 13-503 (Commodity Futures Act) Fees and has greater than $500 million in Ontario specified revenues, the higher maximum cap applies.
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06429724
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06429840
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06408187
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06416863
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06421866
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06281073
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06339475
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06270657
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06325524
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06303255
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06245912
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06428886
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06394675
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06429019
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06429248
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06429460
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06427532
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06428862
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06429719
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06350307
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06425389
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06425496
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06423629
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06423660
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THERE IS NOTHING TO REPORT THIS WEEK. |
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