CSA Notice and Request for Comment Proposed Amendments to Multilateral Instrument 13-102 System Fees
November 21, 2024
Introduction The Canadian Securities Administrators except the British Columbia Securities Commission (the CSA or we) are publishing for a 90-day comment period proposed amendments (the Proposed Amendments) to Multilateral Instrument 13-102 System Fees (MI 13-102) 1 . The British Columbia Securities Commission is not publishing the proposed amendments and changes for comment at this time while it awaits necessary government approvals.
The text of the Proposed Amendments is contained in Annex A of this notice and will also be available on the websites of CSA jurisdictions, including:
www.bcsc.bc.ca www.albertasecurities.com www.fcaa.gov.sk.ca www.mbsecurities.ca www.osc.gov.on.ca www.lautorite.qc.ca www.fcnb.ca nssc.novascotia.ca
Substance and Purpose The CSA is proposing to introduce an updated system fee regime with annual increases in system fees over a 5-year period commencing late 2025. Under the Proposed Amendments:
• • • •
the total system fees collected by the CSA will increase, no new system fees are introduced, system fees remain established on a cost-recovery basis, and the flat-fee structure is retained.
1 While the Manitoba Securities Commission is not a participant in MI 13-102, it is a participant in the system fee regime as a result of Regulation 158/2013 under The Securities Act (Manitoba). It is anticipated that the Proposed Amendments would be reflected in corresponding changes to Regulation 158/2013.
We note that system fees fund the costs of the technology systems shared by the CSA and its members and are separate from any regulatory or other fees a user may be required to pay in any province or territory.
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. On adopting MI 13-102, the CSA reduced some fee rates but retained the fee structure from the filing service charge schedules, which required fees to be paid to principal and non-principal regulators in differing amounts. These fee reductions were made in response to the underlying costs of operating the national systems having been reduced at that time.
In 2019, the CSA proposed that MI 13-102 be repealed and replaced so that the principal and non-principal regulator system fees could be replaced with flat fees per filing type paid only to a filer’s principal regulator. This change simplified the system fee regime for filers and was implemented when SEDAR+ went live in July 2023. This change also removed system fees for certain filing types and introduced some new fees. The system fee changes under this new structure, combined with changes in filing patterns, reduced the annual system fee revenue by 18%. As a result, fiscal 2024 system fee revenue was less than the fiscal 2013 system fee revenue.
When this change was proposed in 2019, the accelerated growth in IT labour costs for both system development and operations (including SEDAR+), could not have been anticipated. From 2021 to 2024, the labour costs for IT services increased between 35% and 45%, outpacing costs growth in other sectors 2 . These IT labour costs are expected to continue increasing at a steady pace over the next few years.
The CSA’s experience with cost increases is consistent with external research 3 , which shows that IT costs have increased significantly across all industries in recent years due to several factors, including higher technology costs, higher cybersecurity risk mitigation costs and higher specialized labour costs.
Summary of the Proposed Amendments The CSA is proposing to increase system fees to better align system fee revenues with projected national systems operating costs over the next 5 years.
To meet current national systems funding needs, the CSA is proposing a 60% system fee increase in November 2025 and 3% increases in each of the following four years. The proposed system fee increase will be less than $2,500 for 95% of filing and registrant organizations and less than $1,000 for 85% of filing and registrant organizations, in the first year.
2 https://www.gartner.com/en/documents/3996699 The Gartner Labor Rate Tool provides rates for 30+ countries for a selection of IT services. It uses salary analysis, which sources salary data from 65,000 global sources including government salary data, job boards, and corporate sources to collect compensation data. North American parameters were used to assess labor rate increases.
3 Gartner, Statistica
These system fee increases are necessary to ensure sufficient funding to operate the CSA’s national systems over those five years. Since system fees continue to be based on the type and number of filings submitted and the number of individual registrants, the proportional fee increases will equitably impact all market segments.
We are reviewing whether the CSA can develop and operate national systems more effectively and efficiently. As part of that review, the CSA is developing a long-term strategic plan for the national systems that considers use of the latest technology tools and alternative operating models.
Local Matters Annex B is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.
Request for Comments We welcome your comments on all aspects of the Proposed Amendments. Please submit your comments in writing on or before February 19, 2025. Address your submission to all of the CSA as follows: British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission, New Brunswick Nova Scotia Securities Commission Financial and Consumer Services Division, Justice and Public Safety, Prince Edward Island Office of the Superintendent of Securities, Newfoundland and Labrador Office of the Superintendent of Securities, Northwest Territories Office of the Yukon Superintendent of Securities Office of the Superintendent of Securities, Nunavut
Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA regulators.
The Secretary Ontario Securities Commission 20 Queen Street West 22nd Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416-593-2318 E-mail: comments@osc.gov.on.ca
Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour PwC 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax : 514-864-6381 E-mail: consultation-en-cours@lautorite.qc.ca
We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Alberta Securities Commission at www.albertasecurities.com, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.gov.on.ca. You should not include personal information directly in comments as the comments will be published and publicly available.
It is important that you state on whose behalf you are making the submission. List of Annexes This notice contains the following annexes: • Annex A – Proposed amendments to MI 13-102 • Annex B – Local matters
Questions Please refer your questions to any of the following: British Columbia Securities Commission British Columbia Securities Commission Noreen Bent Ken Chow Chief, Corporate Finance Legal Services Senior Legal Counsel nbent@bcsc.bc.ca Corporate Finance Legal Services kchow@bcsc.bc.ca
Alberta Securities Commission Duncan Pardoe Legal Counsel, Office of the General Counsel Duncan.Pardoe@asc.ca
Financial and Consumer Services Commission Authority of Saskatchewan
Sonne Udemgba, Director, Legal, Securities Division Financial and Consumer Affairs sonne.udemgba@gov.sk.ca
Manitoba Securities Commission Leigh-Anne Mercier General Counsel leigh-anne.mercier@gov.mb.ca
Autorité des marchés financiers Mathieu Laberge Senior Legal Counsel, Legal Affairs mathieu.laberge@lautorite.qc.ca
Financial and Consumer Services Commission (New Brunswick)
Ray Burke Manager, Corporate Finance ray.burke@fcnb.ca
Ontario Securities Commission Ashley Hsu Legal Counsel, General Counsel’s Department ahsu@osc.gov.on.ca
Autorité des marchés financiers Sylvia Pateras Senior Legal Counsel, Legal Affairs sylvia.pateras@lautorite.qc.ca
Nova Scotia Securities Commission Doug Harris General Counsel, Director of Market Regulation and Policy and Secretary Doug.Harris@novascotia.ca
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3.
4.
ANNEX A PROPOSED AMENDMENTS TO MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES
Multilateral Instrument 13-102 System Fees is amended by this Instrument. Subsection 3(1) is replaced with the following: (1) If a person or company described in Column A of Appendix A transmits a filing of a type described in Column B of the Appendix, the person or company must pay to the person or company’s principal regulator the system fee specified in Column C of the Appendix for the filing for the reference period corresponding to the date of transmission of the filing..
Section 4 is amended by adding “for the reference period corresponding to that date” after “Appendix B”.
Appendix A is replaced with the following: 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 Column A
1
Person or company required to file
Column B
Filing type
Sponsoring Application firm – in for respect of an registration individual or registrant reactivation of registration
Column C
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$138
$143
$148
$153
$158
Item Column A
2
Person or company required to file
Column B
Filing type
International Annual dealer or notice of international reliance on adviser exemption from dealer registration requirement or adviser registration requirement
3 Investment Annual fund that is financial a reporting statements issuer
4
Investment fund
Preliminary, pro forma, or combined preliminary and pro forma long form prospectus
Preliminary, pro forma, or combined preliminary and pro forma simplified prospectus
Column C
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$560
$840
$577
$866
$595
$892
$613
$919
$632
$947
$3520, $3626, $3735, $3848, $3964, regardless regardless regardless regardless regardless of whether of whether of whether of whether of whether the the the the the applicable applicable applicable applicable applicable long form long form long form long form long form prospectus prospectus prospectus prospectus prospectus relates to relates to relates to relates to relates to the the the the the distribution distribution distribution distribution distribution of the of the of the of the of the securities securities securities securities securities of one or of one or of one or of one or of one or more than more than more than more than more than one one one one one investment investment investment investment investment fund fund fund fund fund
$3520, $3626, $3735, $3848, $3964, regardless regardless regardless regardless regardless of whether of whether of whether of whether of whether the the the the the applicable applicable applicable applicable applicable simplified simplified simplified simplified simplified prospectus prospectus prospectus prospectus prospectus relates to relates to relates to relates to relates to the the the the the distribution distribution distribution distribution distribution of the of the of the of the of the securities securities securities securities securities of one or of one or of one or of one or of one or more than more than more than more than more than one one one one one investment investment investment investment investment fund fund fund fund fund
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Item Column A
5
6
7
8
9
Person or company required to file
Column B
Filing type
Reporting Annual issuer other financial than an statements investment fund
Reporting Annual issuer, other information than an form investment fund, that is not a short form prospectus issuer
Investment Annual fund that is information not a short form form prospectus issuer
Reporting Annual issuer that is information a short form form prospectus issuer
Issuer other Preliminary than an long form investment prospectus fund Preliminary prospectus governed by a CPC instrument
Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus
Column C
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$1224
$688
$688
$4048
$1520
$2400
$1261
$709
$709
$4170
$1566
$2472
$1299
$731
$731
$4296
$1613
$2547
$1338
$753
$753
$4425
$1662
$2624
$1379
$776
$776
$4558
$1712
$2703
3
Item Column A
Person or company required to file
10 All filers
Column B
Filing type
Issuer bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids or take-over bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids
11 Issuer, other Rights than an offering investment circular fund
12 All filers
13 All filers
Report of exempt distribution
Pre-filing that is transmitted through SEDAR+
Column C
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$560
$2400
$64
$560
$577
$2472
$66
$577
$595
$2547
$68
$595
$613
$2624
$71
$613
$632
$2703
$74
$632
4
Item Column A
Person or company required to file
14 All filers
Column B
Filing type
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
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$0
$560
$0
$577
$0
$595
$0
$613
$0
$632
5
5.
Appendix B is replaced with the following: Appendix B System Fees
Column A
Person or company required to file
Column B
Filing type
Sponsoring firm – Annual in respect of each registration individual renewal registrant sponsored by the firm
. 6.
(1) (2)
Column C
Reference periods and system fee payable
From From From From After 11/30/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029
$138
$143
$148
$153
$158
This Instrument comes into force on [●]. In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after [●], this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
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