CSA Notice and Request for Comment
Proposed Amendment to National Instrument 55-104
Insider Reporting Requirements and Exemptions
Relating to Investment Funds and Certain Structured Products
April 9, 2026
Introduction
The Canadian Securities Administrators (the CSA or we) are publishing for a 60-day comment period a proposed amendment (the Proposed Amendment) to Part 9 of National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104).
The comment period will end on June 8, 2026.
The text of the Proposed Amendment is contained in Annex A of this notice and will also be available on websites of CSA jurisdictions, including:
Substance and Purpose
The Proposed Amendment is intended to clarify the insider reporting regime applicable to transactions involving investment funds, and certain structured products, such as structured notes, American Depositary Receipts (ADRs) and Canadian Depositary Receipts (CDRs), that are based on securities of the reporting insider’s reporting issuer.
The Proposed Amendment would clarify that the existing exemption in paragraph 9.7(g) of NI 55-104 cannot be relied upon by reporting insiders in connection with transactions in investment funds or certain structured products.
Background
We are publishing the Proposed Amendment at this time following recent interest in certain investment funds for which securities of a reporting issuer would be expected to form a material component of the investment fund’s market value, such as single-issuer exchange traded funds. Single-issuer exchange traded funds were launched in the Canadian market in August 2025. Since that time, other funds have been launched that track major Canadian reporting issuers.
In addition, structured products that provide alternative means to obtain economic exposure to a reporting issuer that is equivalent to investing in the securities of a reporting issuer have been made available. For example, structured notes, ADRs and CDRs have been launched for a wide variety of issuers.
Summary of the Proposed Amendments
The insider reporting exemption in paragraph 9.7(f) of NI 55-104 is intended for reporting insiders who acquire or dispose of securities of an investment fund that may hold securities of the reporting insider’s reporting issuer. This exemption includes the important condition that “securities of the reporting issuer do not form a material component of the investment fund's market value”. The exemption in paragraph 9.7(g) of NI 55-104 was not intended to be available for investment funds. The Proposed Amendment would exclude investment funds from the exemption in paragraph 9.7(g). As a result, the exemption in paragraph 9.7(f) would be the relevant exemption for acquisitions or dispositions of securities of investment funds by reporting insiders.
In addition, the Proposed Amendment would clarify that the insider reporting exemption in paragraph 9.7(g) does not apply in respect of certain structured products in respect of which the value or market price of the product is derived from, referenced to or based on an underlying security, interest, benchmark or formula that is, or includes as a material component, a security of the reporting issuer or a related financial instrument involving a security of the reporting issuer, such as structured notes, ADRs or CDRs. This is consistent with the policy intent underlying the exemption.
Local Matters
Annex B is being published in any local jurisdiction that is proposing 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
Please submit your comments in writing on or before June 8, 2026.
Submit your comments here: https://www.securities-administrators.ca/consultations/csa-notice-and-request-for-comment-proposed-amendment-to-national-instrument-55-104-insider-reporting-requirements-and-exemptions-relating-to-investment-funds-and-certain-structured-products/. By using the link, your comments will be submitted to the following CSA members.
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 of New Brunswick
Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service NL
Northwest Territories Office of the Superintendent of Securities
Office of the Yukon Superintendent of Securities
Superintendent of Securities, Nunavut
By submitting your comments through the link above, you are also submitting your comments to:
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: 514 864-8381
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. Comments received will be posted on the websites of each of the Alberta Securities Commission at www.asc.ca, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.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.
Contents of Annexes
Annex A: Proposed Amendment to National Instrument 55-104 Insider Reporting Requirements and Exemptions
Annex B: Local Matters
Questions
Please refer your questions to any of the following:
Ontario Securities Commission
Paul Hayward
Senior Legal Counsel
Corporate Finance Division
416-593-8288
Tegan Raco
Legal Counsel II
Corporate Finance Division
416-263-7717
British Columbia Securities Commission
Noreen Bent
Chief, Corporate Finance Legal Services
604-899-6741
James Leong
Senior Legal Counsel, Corporate Finance
604-899-6681
Alberta Securities Commission
Lanion Beck
Senior Legal Counsel, Corporate Finance
403-355-3884
lanion.beck@asc.ca
Melissa Yeh
Legal Counsel, Corporate Finance
403-355-4181
Financial and Consumer Affairs Authority of Saskatchewan
Caroline Smith
Senior Legal Counsel, Securities Division
306-787-9492
Manitoba Securities Commission
Patrick Weeks
Deputy Director – Corporate Finance
204-945-3326
Autorité des marchés financiers
Livia Alionte
Senior Continuous Disclosure Coordinator,
Supervision of Issuers and Insiders
514 395-0337, ext. 4336
Charlotte Verdebout
Senior Policy Advisor,
Regulatory Policy
514-395-0337, ext. 4339
Nova Scotia Securities Commission
Jack Jiang
Securities Analyst, Corporate Finance
902-424-7059
Financial and Consumer Services Commission of New Brunswick
Ray Burke
Manager, Corporate Finance
(506) 643-7435
ray.burke@fcnb.ca
Annex A
Proposed Amendment to National Instrument 55-104
Insider Reporting Requirements and Exemptions
- National Instrument 55-104 Insider Reporting Requirements and Exemptions is amended by this Instrument.
- Part 9 is amended by adding the following section after section 9.7:
Exemption not available
9.8 Paragraph 9.7(g) does not apply to the acquisition or disposition of a security, or an interest in a security, of an issuer if
(a) the issuer is an investment fund, or
(b) the value or market price of the security, or the interest in a security, is derived from, referenced to or based on an underlying security, interest, benchmark or formula that is, or includes as a material component, a security of the reporting issuer or a related financial instrument involving a security of the reporting issuer..
3. This Instrument comes into force on •.