1 - Procedure and Related Matters

CSA Notice of Publication Amendments to Multilateral Instrument 13-102 System Fees

July 10, 2025

Introduction The Canadian Securities Administrators (the CSA or we) are adopting amendments (the Amendments) to Multilateral Instrument 13-102 System Fees (MI 13-102) 1 .

Provided all required approvals are obtained, the Amendments will come into force on November 28, 2025, in all CSA jurisdictions.

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

Substance and Purpose The CSA is introducing an updated system fee regime with annual increases in system fees over a 5-year period commencing in late November 2025. Under the 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 Amendments would be reflected in corresponding amendments to Regulation 158/2013.

We note that system fees fund the costs of the technology systems shared by CSA members and are separate from any regulatory or other fees a user may be required to pay in any province or territory.

Background In 2019, the CSA proposed that MI 13-102 be repealed and replaced so that the principal and non-principal regulator system fees could be replaced with flat fees per filing type paid only to a filer’s principal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.

Since this change was proposed in 2019, there has also been accelerated growth in IT labour costs for both IT system development and operations (including for SEDAR+). 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.

Summary of the Amendments The Amendments 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 will implement a 60% system fee increase in November 2025 and 3% increases in each of the following 4 years. These system fee increases are necessary to ensure sufficient funding to operate the CSA’s national systems over the next 5 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.

Summary of Written Comments Received by the CSA During the comment period, we received submissions from 4 commenters. We have reviewed the comments received and thank the commenters for their input. The names of the commenters are contained in Annex B of this notice and a summary of their comments, together with our responses, are contained in Annex C of this notice. The comment letters can be viewed on the websites of the

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.

Alberta Securities Commission at www.asc.ca, Ontario Securities Commission at www.osc.ca and Autorité des marchés financiers at www.lautorite.qc.ca.

Summary of Changes to the Proposed Instrument After carefully considering the comments received, we have not made any material revisions to the materials that were published for comment. However, we do take note of them for consideration in future system, budget and stakeholder engagement planning. We invite the commenters to view our responses set out in Annex C. As mentioned above, the system fee increases are required to ensure the sustainability of the CSA’s national systems over the next 5 years.

WKSI-Related Amendments As published for comment on September 21, 2023, the CSA plans on introducing an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. The proposed WKSI amendments include the introduction of system fees required upon the filing of a WKSI base shelf prospectus, which are aligned with the fees required for the filing of a preliminary shelf prospectus. Since the WKSI amendments are scheduled to come into force at the same time as the Amendments, the WKSI-related system fees have been added to the MI 13-102 amendments set out in Annex A.

List of Annexes This notice contains the following annexes:

• • • •

Annex A – Amendments to MI 13-102 Annex B – List of commenters Annex C - Summary of Comments and CSA Responses 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: Autorité des marchés financiers Autorité des marchés financiers Mathieu Laberge Sylvia Pateras Senior Legal Counsel, Legal Affairs Senior Legal Counsel, Legal Affairs mathieu.laberge@lautorite.qc.ca sylvia.pateras@lautorite.qc.ca

British Columbia Securities Commission Noreen Bent Chief, Corporate Finance Legal Services nbent@bcsc.bc.ca

Alberta Securities Commission Duncan Pardoe Legal Counsel, Office of the General Counsel Duncan.Pardoe@asc.ca

Manitoba Securities Commission Leigh-Anne Mercier General Counsel leigh-anne.mercier@gov.mb.ca

Financial and Consumer Services Commission (New Brunswick)

Ray Burke Manager, Corporate Finance ray.burke@fcnb.ca

British Columbia Securities Commission Ken Chow Senior Legal Counsel Corporate Finance Legal Services kchow@bcsc.bc.ca

Financial and Consumer Services Commission Authority of Saskatchewan

Sonne Udemgba, Director, Legal, Securities Division Financial and Consumer Affairs sonne.udemgba@gov.sk.ca

Ontario Securities Commission Ashley Hsu Legal Counsel, General Counsel’s Department ahsu@osc.gov.on.ca

Nova Scotia Securities Commission Doug Harris General Counsel, Director of Market Regulation and Policy and Secretary Doug.Harris@novascotia.ca

1. 2.

3.

4.

5.

ANNEX A AMENDMENTS TO MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES

Multilateral Instrument 13-102 System Fees is amended by this Instrument. Subsection 1(1) is amended by adding the following definition: “WKSI base shelf prospectus” means a base shelf prospectus filed under Part 9B of National Instrument 44-102 Shelf Distributions..

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 11/28/2025 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 11/28/2025 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

2

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 11/28/2025 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

WKSI base shelf prospectus

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 11/28/2025 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

$2400

$560

$2400

$64

$560

$2472

$577

$2472

$66

$577

$2547

$595

$2547

$68

$595

$2624

$613

$2624

$71

$613

$2703

$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 11/28/2025 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

6.

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

7.

(1) (2)

Column C

Reference periods and system fee payable

From From From From After 11/28/2025 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 November 28, 2025. In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after November 28, 2025, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

6

ANNEX B LIST OF COMMENTERS

1. IGM Financial Inc. 2. Fidelity Investments Canada ULC 3. The Canadian Independent Finance and Innovation Counsel 4. The Investment Funds Institute of Canada (now Securities and Investment Management Association or SIMA)

ANNEX C SUMMARY OF COMMENTS AND CSA RESPONSES Proposed Amendments to Multilateral Instrument 13-102 System Fees This Annex summarizes the comments we received and our responses to those comments.

ITEM 1

TOPIC Size of the fee increase

SUMMARIZED COMMENT Commenters generally expressed disappointment in the size of the proposed increase in the first year. Two noted that while the increase would be less than $2,500 for 95% of filers, it would still be significant to some smaller, cost-sensitive filing organizations.

The commenters also generally acknowledged the rising costs of information technology. All asked the CSA to consider the cumulative cost impact of proposed system fees and policy changes, and the impact of the change experienced by market participants.

There were several suggestions on how to approach system fees, including deferring increases until all national systems have been modernized, spreading the first- year increase over five years and only doing gradual increases when warranted. All encouraged planning so significant increases are avoided in the future.

Specific comments: • We understand that the CSA is functioning on a cost- recovery basis and that the significant fee increases proposed in the Consultation are to recover exponential cost increases in the last few years for implementing and

CSA RESPONSE The CSA acknowledges the impact of the system fee increases on filing organizations.

We take note of the comments regarding the cumulative impact of policy changes, and they will be considered in future planning.

Before proposing the system fee changes, the CSA carefully examined all expenses and reduced national system spending to the point where additional reductions would negatively impact services in the short- term and the overall health and longevity of the national systems in the long-term.

When the 2019 proposed flat filing fee structure was implemented in 2023, the filing patterns that year resulted in annual system fee revenue being reduced by 18%. As a result, fiscal 2024 system fee revenue was less than the fiscal 2013 system fee revenue.

Additionally, from 2021 to 2024, the labour costs for IT services increased between 35% and 45%, outpacing

maintaining information

ITEM

TOPIC

SUMMARIZED COMMENT technology (IT) systems. It is important to note, however, that the industry has concerns with how SEDAR+ was developed and therefore expects the increased new fees will be used optimally. • While we acknowledge the necessity of funding to address rising technology and cybersecurity costs and to support the CSA’s national systems, we believe that the fee increases proposed would be onerous for the Investment Dealers we represent. • We note that there are other significant cost increases on the horizon for asset and wealth managers. In particular, the proposed amendments to NI 31-103 and Companion Policy to implement Total Cost Reporting and the proposed amendments to NI 81-106 and Companion Policy to replace the existing annual and interim MRFPs with new Fund Reports. • The Independent dealers we represent object to the burden of higher fees being placed on them in order to cover these past shortcomings in financial planning and forecasting. • For CSA staff to comment that “accelerated growth in IT labour costs for both system development and operations could not have been anticipated” is worrisome.

CSA RESPONSE costs growth in other sectors 1 . These IT labour costs are expected to continue increasing at a steady pace over the next few years. Therefore, the CSA must proceed with the proposed fee changes at this time.

The CSA appreciates the benefit to market participants of understanding future fee increases. The proposed system fees include gradual inflationary increases for the 4 years that follow the larger increase in the first year, better aligning future system fees revenues with projected operating costs. This approach is intended to help moderate the impact of projected operating cost increases on market participants.

1 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.

ITEM 2

TOPIC Transparency and involvement of market participants in strategic discussions

SUMMARIZED COMMENT All commenters requested greater transparency with respect to the CSA providing details on how collected system fees are allocated. They also requested that the CSA provide a list of existing system issues, a clear timeline and ongoing updates about fixing issues and replacing systems. Industry Association commenters advocated for greater inclusion in the system planning process, to ensure the national systems meet as many market participant needs as possible.

CSA RESPONSE The CSA is committed to working closely with market participants to ensure SEDAR+ and other future systems are developed with their direct input.

We are transparent about system priorities and changes. In 2024, the CSA began publishing a list of open SEDAR+ items, workarounds and anticipated resolutions. With each quarterly SEDAR+ update, the CSA hosts an informational filer webinar about the latest changes and the fixes or improvements that are planned for future SEDAR+ system updates.

For the last year we have hosted a monthly SEDAR+ User Community meeting for filers. The goal was to better understand the SEDAR+ filer experience, better address challenging filing issues and gather user insights. This group’s ongoing contributions have added great value to our issue prioritization and resolution process. The SEDAR+ User Community meetings will continue in 2025.

Additionally, this year the CSA is establishing an NRD User Community to provide input on current experiences with NRD and areas of improvement, and to explore how best to use the system for regulatory compliance and for registrants to run their businesses effectively.

ITEM

TOPIC

SUMMARIZED COMMENT

CSA RESPONSE

The CSA appreciates the varied perspectives and needs of national system users. In preparation for the launch of SEDAR+, the CSA increased industry stakeholder engagement. We are committed to engaging national system users earlier in the development process for future national systems changes, with the intent of better understanding and meeting the ongoing and changing needs of those users.

3

System funding model

Three commenters felt that the CSA should bear the burden of some system costs, not just market participants. One commenter acknowledged the system fee reduction experienced in 2019. To ensure the sustainability of all market participants, one commenter recommended the introduction of a tiered fee structure that aligns fee increases with firm size, capacity to pay, and the value of the technological improvements made to the national systems.

Specific comments: • We appreciate the CSA’s initiative in 2019 to simplify the system fees regime 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 which, combined with changes in filing patterns, resulted in an annual system fee reduction. • We believe that the CSA should consider paying the

We acknowledge the suggestion to have system development funded by the CSA and that is a consideration in future national system planning.

The CSA’s national systems are operated on a cost recovery basis, primarily through system fees.

To maintain a fair and transparent cost recovery approach, the CSA uses the flat per-filing system fee model, where fees increase proportionally based on system use. Filing organizations that have the smallest filing or registrant volumes and/or a lower filing frequency pay the lowest proportion of the fees being collected.

In addition to the flat fee structure enabling fees to be based on filing behaviour and volume of system use, it streamlines fee payment

ITEM

4

TOPIC

Importance of system modernization

SUMMARIZED COMMENT costs for SEDAR+ issues from each of the securities commissions’ surplus funds, rather than placing this burden on the industry. • We recommend periodic reviews of the fee structure alongside system performance with industry input, to ensure it remains equitable and reflective of actual system costs and to ensure useability and value for market participants.

Three commenters mentioned the critical role that the national systems play in ensuring the transparency, efficiency and confidence in Canada’s capital markets. They also supported the CSA’s focus on cybersecurity and long-term efficiency.

All commenters noted that the multi-year, multi-million system modernization project, SEDAR+, did not deliver on all expectations and market participants experience residual issues. Larger issues, specifically the large Investment Fund Group filings (fixed in November 2024), had resulted in increased time (thus costs) to file. Three commenters urged the CSA to address the most pressing concerns before implementing the system fee increases. One offered a suggestion on how SEDAR+ can be enhanced to reduce regulatory burden, by becoming a central repository for mandatory investment industry disclosure documents.

Specific comments: • We also find it difficult that the CSA can justify such a steep

CSA RESPONSE administration for multi- jurisdictional filers and for the CSA.

We thank the commenters and acknowledge their comments of support for the CSA’s national systems.

We also acknowledge that some aspects of SEDAR+ functionality have not fully met market participants' expectations, and some issues have impacted filing organizations negatively.

Since the SEDAR+ launch in 2023, the CSA has and continues to diligently work with vendors to address the system issues most impacting market participants.

In November 2024, we made notable improvements to the “large investment fund group” SEDAR+ filing process. Overall, filing organizations have indicated that SEDAR+ performance has been getting better.

We have replied directly to the one commenter who provided a list that included the large investment fund group and other SEDAR+ issues