Notices

CSA Notice of Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD

March 23, 2023 Introduction The Canadian Securities Administrators (the CSA or we) are repealing and replacing Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102), 1 with a new instrument shown in Annex A (the Amendments, or the New Instrument). This Notice should be read together with the CSA notice relating to the adoption of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103), which is also being published today. Reference is made in this Notice to the version of the Amendments published for comment on May 2, 2019 (the Proposed Amendments).

Provided all ministerial approvals are obtained, the Amendments will come into force on June 9, 2023.

The CSA is renewing its national records filing systems. A new system (SEDAR+) will replace: • existing CSA national systems including the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI) and the National Registration Database (NRD); and • various local records filing systems.

In connection with the development of SEDAR+, the CSA has reviewed system fees for specified filings made by market participants. As a result of this review, MI 13-102 is being repealed and replaced, primarily to change the structure of the system fees provided by MI 13-102. Under the Amendments,

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system fees continue to be established on a cost-recovery basis, and the total system fees collected by the CSA are projected to decline.

We note that system fees are separate from any regulatory fees users must pay in any province or territory.

1 While the Manitoba Securities Commission has not adopted MI 13-102, it is a participant in the system fee regime as a result of Regulation 158/2013 under The Securities Act (Manitoba). Corresponding amendments to Regulation 158/2013 are expected as a result of the repeal and replacement of MI 13-102.

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This notice is available on the websites of CSA jurisdictions, including: www.lautorite.qc.ca www.albertasecurities.com www.bcsc.bc.ca nssc.novascotia.ca www.fcnb.ca www.osc.gov.on.ca www.fcaa.gov.sk.ca www.mbsecurities.ca

Background In 2013, MI 13-102 was adopted to replace the filing service charge schedules under the SEDAR Filer Manual and the NRD User Guide. Adopting MI 13-102 reduced some fee rates to reflect cost saving opportunities based on filing patterns, but retained the fee structure. The fee structure had remained unchanged since the fee models were implemented in 1997 for SEDAR and in 2003 for NRD.

SEDAR+ is intended to • accept most securities law filings and documents, • be secure and easy to use, and • be more cost-effective to operate and change.

SEDAR+ is projected to be delivered in phases starting in June 2023. The first phase (Phase 1) will replace SEDAR, the Cease-Trade Order Database, the Disciplined List and certain filings in the British Columbia Securities Commission eServices system and the Ontario Securities Commission Electronic Filing Portal.

Additional requirements applicable to insiders (SEDI), registrants (NRD), regulated entities such as exchanges and self-regulatory organizations, and derivatives market participants will be addressed in future phases.

Purpose In conjunction with the systems renewal, the CSA is revising system fees to align them to projected national system operating costs and to provide for future developments and enhancements. The changes are designed to

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reduce annual system fee revenue, minimize fee changes, especially for smaller filers, simplify the fee design by adopting flat fees and eliminating some fees, and add new fees for significant new services.

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Substance of the Amendments The Amendments replace principal and non-principal regulator fees with flat fees per filing type (flat fee design) paid only to a filer’s principal regulator. This change substantially simplifies the system fee regime. Further, system fees for certain filing types are being removed, while some new fees for filing types will be introduced, as described below. System fees will rise in some cases (or be newly created) and fall in other cases, based primarily on filing behaviour and volume of use. Total system fees collected by the CSA are projected to decline by approximately $1.7 million (7%).

Summary of the Amendments (i) Flat fee design Currently, the majority of system fees are based on the number of jurisdictions with which market participants file. The Amendments instead reflect a flat fee design. This flat fee design better aligns system fees that users must pay with the CSA’s anticipated costs to operate SEDAR+, based on market participants’ expected system usage. A flat fee design offers significantly improved administrative simplicity for both market participants and the CSA.

(ii) Eliminating certain system fees We have eliminated system fees associated with certain filing types, which reduces costs and simplifies the system fees levied in some areas. The filing types and their related fees that we have removed from MI 13-102 are as follows:

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Prospectus – Distribution outside Quebec; Registration of an individual in an additional jurisdiction; Related Party Transaction Filings; Going Private Transaction Filings.

SEDAR users currently pay a one-time charge for creating a profile in SEDAR. Under SEDAR+, there is no charge for creating a profile.

(iii) Harmonizing system fees for similar filings and introducing system fees for new filing types Under Item 2 of Appendix A of the New Instrument, international dealers and advisers pay a new system fee for filing a notice of reliance on the international dealer or adviser registration exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). However, international dealers and advisers will not be required to file this document using SEDAR+ until a future phase.

Items 13 and 14 of Appendix A of the New Instrument also provide new system fees for a “pre-filing” or “application” transmitted through SEDAR+. “Pre-filing” and “application” are defined broadly at the beginning of Appendix A. Both definitions include applications for exemptions, but

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do not cover filer profiles. However, a system fee under Item 14 is nil if it relates to a pre-filing for which a system fee has already been paid under Item 13.

Requiring a system fee for all applications aligns with the existing requirement to pay a system fee for applications for exemptions sought in connection with a prospectus filing or exemptions relating to National Instrument 81-102 Investment Funds. This means, for example, that once registrant activities are included in SEDAR+, a registrant that requires an exemption from a registration requirement would file that application for an exemption through SEDAR+ and would pay a system fee for filing that application.

Under SEDAR+, all jurisdictions require reports of exempt distribution (Form 45-106F1 Report of Exempt Distribution) to be filed through SEDAR+ and filers to pay a system fee. Today, most jurisdictions require that form to be filed on SEDAR and to pay a system fee, while British Columbia and Ontario currently require that form to be filed using local filing systems and do not require a system fee.

The above-noted new filings represent significant new activities to be handled by SEDAR+. (iv) Transitional provision The replacement for NRD is not a part of Phase 1. Subsection 7(1) of the New Instrument provides that all system fees relating to a registrant requirement that are required to be paid by registrants will continue to be paid through NRD until NI 13-103 requires filings and renewal through NRD to be made through SEDAR+.

Likewise, notices of reliance on an international dealer or adviser registration exemption filed by international dealers and advisers are not part of Phase 1. Under subsection 7(2) of MI 13-102, system fees for this notice do not come into effect until the notices are required to be filed through SEDAR+.

Related Provisions under NI 13-103 – determination of principal regulator Under NI 13-103, system fees are to be paid to a filer’s “principal regulator”, as defined in section 5 of NI 13-103. NI 13-103 clarifies how a filer’s principal regulator is determined for the purposes of system fees. The approach taken in NI 13-103 aligns with the approach taken today in Multilateral Instrument 11-102 Passport System (MI 11-102).

Summary of Written Comments Received by the CSA As noted above, the Proposed Amendments, together with proposed NI 13-103, were published for comment on May 2, 2019.

We received submissions from 6 commenters on the Proposed Amendments. Most of these submissions combined comments on proposed amendments to MI 13-102 and proposed NI 13-103. We have considered the comments received and thank all of the commenters for their input. The names of the commenters are contained in Annex B. A summary of comments together with

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our responses is in Annex C. Copies of the comment letters were posted on the following websites: • www.albertasecurities.com; • www.lautorite.qc.ca; • www.osc.gov.on.ca.

Summary of Changes in the New Instrument There have been no substantive changes made to the New Instrument arising from the public comment period. References to the Renewed System have been changed to “SEDAR+” to reflect the name of the new system.

List of Annexes This notice contains the following annexes: • Annex A - Multilateral Instrument 13-102 System Fees • Annex B - List of commenters • Annex C - Summary of Comments • Annex D - Local matters – this annex is being published in any local jurisdiction that is making related changes to local securities laws, local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.

Questions Please refer your questions to any of the following: Alberta Securities Commission Lanion Beck Senior Legal Counsel Corporate Finance 403-355-3884 lanion.beck @asc.ca

British Columbia Securities Commission Noreen Bent Chief Corporate Finance Legal Services 604-899-6741 nbent@bcsc.bc.ca

Autorité des marchés financiers Mathieu Laberge Legal Counsel Legal Affairs 514-395-0337 ext.2537 1-877-525-0337 ext. 2537 mathieu.laberge@lautorite.qc.ca

Ontario Securities Commission Ashley Hsu Legal Counsel General Counsel's Office 647-448-9337 ahsu@osc.gov.on.ca

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Financial and Consumer Services Commission (New Brunswick) Frank McBrearty Senior Legal Counsel Securities 506-658-3119 frank.mcbrearty@fcnb.ca

Nova Scotia Securities Commission Doug Harris General Counsel, Director of Market Regulation and Policy and Secretary 902-424-4106 doug.harris@novascotia.ca

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Definitions 1.(1)

ANNEX A MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES

In this Instrument,

“annual information form” means (a) an “AIF” as defined by National Instrument 51-102 Continuous Disclosure Obligations, or (b) an annual information form referred to in Part 9 of National Instrument 81-106 Investment Fund Continuous Disclosure;

“principal regulator” means the principal regulator determined under section 5 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) ;

“shelf prospectus” means a prospectus filed under National Instrument 44-102 Shelf Distributions; “system fee” means a fee set out in Appendix A or B. 1.(2) In this Instrument, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Instrument referred to in Column 2 opposite that term:

Column 1 Defined Term CPC instrument document

long form prospectus preliminary MJDS prospectus rights offering circular

SEDAR+ short form prospectus sponsoring firm

Column 2 Instrument National Instrument 45-106 Prospectus Exemptions National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) National Instrument 41-101 General Prospectus Requirements National Instrument 71-101 The Multijurisdictional Disclosure System Section 2.1 of National Instrument 45-106 Prospectus Exemptions National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) National Instrument 41-101 General Prospectus Requirements National Instrument 33-109 Registration Information

Inconsistency with other instruments 2. If there is any conflict or inconsistency between this Instrument and National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), this Instrument prevails.

System fees for transmission 3.(1) A person or company described in Column A of Appendix A must pay the corresponding system fee specified in Column C of the Appendix to the person or company’s principal regulator, if the person or company transmits a filing of a type described in Column B of the Appendix.

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3.(2) Subsection (1) does not apply unless the securities regulatory authority in the local jurisdiction is the person or company’s principal regulator.

Annual registrant system fee 4. On December 31 of each year, a sponsoring firm must, for each individual registrant of the sponsoring firm, pay the system fee specified in Column C of Appendix B to the securities regulatory authority if the securities regulatory authority in the local jurisdiction is the individual registrant’s principal regulator on that date.

Means of payment 5. A person or company required to pay a system fee must pay the fee through SEDAR+.

Exemption 6.(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

6.(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. 6.(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions, opposite the name of the local jurisdiction.

Transition 7.(1) Despite section 5, a person or company required to pay a system fee under Item 1 of Appendix A or under Appendix B must pay the fee through NRD, as defined in National Instrument 31-102 National Registration Database, until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 1 of Appendix A or in Appendix B.

7.(2) Despite section 3, a person or company is not required to pay a system fee under Item 2 of Appendix A until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 2 of Appendix A.

Repeal 8. Multilateral Instrument 13-102 System Fees for SEDAR and NRD, which came into force on October 12, 2013, is repealed.

Effective date 9.(1)

This Instrument comes into force on June 9, 2023.

9.2(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

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Appendix A

System Fees

In this Appendix, “application” means a request transmitted through SEDAR+ for a decision of the regulator or securities regulatory authority but, for greater certainty, does not include a pre-filing;

“pre-filing” means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter.

Item

1

2

3

4

Column A Person or company required to file

Column B Filing Type

Sponsoring firm – in respect of Application for registration or an individual registrant reactivation of registration

International dealer or international adviser

Investment fund that is a reporting issuer

Investment fund

Annual notice of reliance on exemption from dealer registration requirement or adviser registration requirement

Annual financial statements

Preliminary, pro forma, or combined preliminary and pro forma long form prospectus

Column C System Fee

$86

$350

$525

$2200, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund

Preliminary, pro forma, or combined $2200, regardless of whether preliminary and pro forma simplified the applicable simplified prospectus prospectus relates to the distribution of the securities of one or more than one investment fund

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6

7

8

Reporting issuer other than an Annual financial statements investment fund

Reporting issuer, other than an Annual information form investment fund, that is not a short form prospectus issuer

Investment fund that is not a short form prospectus issuer

Annual information form

Reporting issuer that is a short Annual information form form prospectus issuer

$765

$430

$430

$2530

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Item

9

10

11

12 13

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Column A Person or company required to file

Issuer other than an investment fund

All filers

Issuer, other than an investment fund

All filers All filers

All filers

Column B Filing Type

Preliminary long form prospectus Preliminary prospectus governed by a CPC instrument

Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus

Issuer bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids or take­over bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids

Rights offering circular

Report of exempt distribution Pre-filing that is transmitted through SEDAR+

Application that is required to be transmitted through SEDAR+ under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), (a) if a pre-filing referred to in Item 13 was previously transmitted in respect of the application, and (b) in any other case

Column C System Fee

$950

$1500

$350

$1500

$40 $350

$0

$350

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Column A Person or company required to file

Sponsoring firm – in respect of each individual registrant sponsored by the firm

Appendix B

System Fees

Column B Filing Type

Annual registration renewal

Column C System Fee

$86

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ANNEX B List of Commenters 1. Canadian Investor Relations Institute (Yvette Lokker) 2. Portfolio Management Association of Canada (Katie Walmsley and Margaret Gunawan) 3. The Investment Funds Institute of Canada (Minal Upadhyaya) 4. Borden Ladner Gervais LLP (Rebecca Cowdery, Prema K.R. Thiele, Stephen Robertson and Jessica Evans) 5. Investment Industry Association of Canada (Susan Copland) 6. CI Investments Inc. (Tim Currie)

ANNEX C Summary of Comments and CSA Responses The following is a summary of comments and CSA responses in respect of the Proposed Amendments, as described in CSA Notice and Request for Comment Proposed Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD published on May 2, 2019.

# TOPIC 1 Support for the adoption of a new national filing system

SUMMARIZED COMMENT The commenters generally support the adoption of a new national system to replace the CSA national systems.

The following are examples of the comments received:

CSA RESPONSE We acknowledge the comments of support and thank the

commenters.

• We are broadly supportive of the updates being made by the CSA to the CSA national systems, including SEDAR.

• Our members look forward to the implementation of a new integrated national information and filing system.

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The potential benefits of the National Systems Renewal Program (NSRP) to regulators, market participants and investors are clear and significant. For regulators, a single structured database presents the opportunity to streamline internal workflow processes, break down silos, develop analytics to optimize organizational performance, and identify compliance review priorities. For market participants, the opportunity to easily access the information and data they are required to file would reduce the need for multiple manual data entries, streamline their own internal work processes, and improve compliance by enabling firms to leverage this data in their business operations and compliance supervision activities.

We are very supportive of the CSA’s proposed centralized information

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TOPIC

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SUMMARIZED COMMENT technology system, as well as the harmonized approach the CSA is taking with respect to SEDAR+. We believe that replacing outdated, fragmented reporting systems and databases with more efficient, centralized, and secure technology is a key step in reducing regulatory burden, increasing information security, and facilitating information flow in an efficient and cost-effective manner.

We view SEDAR+ as an important opportunity to improve information flow that is worth the short-term investment for the longer-term benefit of all stakeholders, including for investors and the CSA.

We thank the CSA for the work being done to create and roll out SEDAR+. Technology and database updates are often more complex than they seem, but this undertaking is well overdue and, we believe, very worth the resources and time devoted by CSA staff to make it a reality.

We have been an advocate for modernizing the national records filing system for years and [are] pleased that the CSA has moved forward on long awaited revisions to this system.

The redevelopment of the existing outdated and unwieldy systems into an integrated framework is an important step in ensuring that the regulatory infrastructure employs appropriate technology and system design to meet the industry’s current and future requirements.

We commend the CSA for undertaking the proposed integrated information and filing system, as the existing databases and processes are outdated and have exceeded their useful lifespan.

CSA RESPONSE

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TOPIC

2 Comments related to NSRP generally

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SUMMARIZED COMMENT We are very encouraged that the CSA has adopted a harmonized approach to the NSRP as we anticipate that this approach will result in a more efficient exchange of information, thereby increasing productivity for both registrants and regulators.

We are fully in support of the concept behind SEDAR+. Replacing these outdated platforms with a single, nationally harmonized platform could reduce the regulatory burden of compliance while improving the efficient flow of information that underpins fair and transparent capital markets.

The NSRP will provide long-term added value to industry, regulators and investors if an open architecture path is chosen.

Many of the commenters provided feedback and suggestions on matters related to the design, development and implementation of the new NSRP system. These include comments related to system design, implementation, testing prior to launch, search functionality, systems governance, functionality related to data mining and data. We also received comments on the design of the components of this system, related to the Disciplined List, the Cease Trade Order Database, and the National Registration Database, and comments related to filing of reports of exempt distribution reports and associated fees.

CSA RESPONSE

We thank the commenters for their feedback and suggestions, however these comments are outside of the scope of MI 13-102. NSRP staff are reaching out directly to commenters to discuss these comments further in connection with their ongoing work on system design, development and implementation.

Comments related to system fees are addressed in this annex.

3 General support for

Five commenters were generally supportive of the proposed system fees. The following are examples of the comments received:

We acknowledge the comments of support and thank the

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TOPIC proposed system fees

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SUMMARIZED COMMENT We are generally supportive of the CSA’s proposed system fees for specified filings made by market participants. We agree that the flat fee structure, paid only to the principal regulator, will simplify and improve upon the current fee system.

We are generally supportive of the system fees consultation and applaud the CSA for simplifying its fee design through the imposition of flat fees, the elimination of certain fees, minimizing fee changes – especially for small registrants, and for reducing system fees overall.

The CSA’s proposal that filers only will pay fees to their principal regulator is a sensible way to simplify fee calculations and payment.

We are pleased that the CSA devised a new system fee schedule that is anticipated to result in only 1% of filers having fee increases of over $1000.

We are supportive of the CSA proposed system fees revisions to provide filers with a simplified one-stop process for submitting required disclosure documentation to the various regulators across Canadian capital markets. We also believe that the adoption of a flat fee design as opposed to the current multi-jurisdictional fee structure to both principal and non-principal regulators is a major improvement. Both of these changes are expected to reduce the administrative burden and complexity faced by reporting issuers and others as they meet their commitment to fulsome continuous disclosure.

We appreciate that the new approach to system user fees has the potential to improve the simplicity of calculating, inputting and transmitting system user fees.

CSA RESPONSE commenters.

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TOPIC

4 Impact of proposed system fees on investment fund managers

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SUMMARIZED COMMENT The proposed fee structure provides a coherent, simplified, and fair means for charging for access and use of the system. The flat fee design, payable only to the filer’s principal regulator significantly simplifies the process and will reduce the resources required by users to manage these administrative takes. It is appropriate and fair that system fees will be based primarily on filing behaviour and volume of use. We are pleased that SEDAR+ will be run on a cost recovery basis and it has been developed in an efficient manner, so that the total system fees are expected to decline.

Two commenters were concerned that investment fund managers can expect their system fees to increase by approximately 8%, due mainly to the new $40 fee proposed for Ontario and British Columbia exempt distribution filings in SEDAR+. The commenters noted that many investment fund managers may need to pass these increased costs on to investors.

One of the commenters noted that increased costs resulting from the growing regulatory burden is contrary to the objectives of most fund companies, as they negatively affect investors’ ability to achieve their savings objectives.

The other commenter noted that it is difficult for the industry to lower investment product costs

CSA RESPONSE

The system fee proposal sought to have a balanced approach to fees. Overall there is a projected 7% reduction in system fees. As system fees are a very small part

of an investment fund managers cost structure, we do not anticipate a noticeable resulting increase in investment product costs.

for investors if regulatory costs continue to increase and urged the CSA to be mindful of the impact of fee increases on the costs of products and services to investors.

5 Provide regular reports

One commenter noted that the proposed fee model is designed to reflect the costs of using SEDAR+ and allow for future enhancements. The commenter encouraged the CSA to provide regular reports on system fees, finances,

The proposed fee model is designed to reflect the costs of using SEDAR+. In some cases, relief has

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