CSA Notice of
Multilateral Instrument 13-102 System Fees for SEDAR and NRD
July 18, 2013
Introduction
We, the Canadian Securities Administrators (CSA), are adopting Multilateral Instrument 13-102
System Fees for SEDAR and NRD (the Instrument). We are also making related changes to:
•
National Instrument 13-101 System for Electronic Document Analysis and Retrieval
(SEDAR),
•
National Instrument 31-102 National Registration Database, and
•
National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI),
(the Related Consequential Amendments).
The Instrument and Related Consequential Amendments are necessary in connection with the
scheduled expiry of existing agreements with CDS Inc. to operate the System for Electronic
Documents Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders
(SEDI) and the National Registration Database (NRD) (collectively, the CSA National Systems)
on behalf of the CSA.
The Instrument will consolidate and replace the existing filing service charge schedules under
the SEDAR Filer Manual and NRD User Guide. As well, we have taken advantage of cost saving
opportunities under the new arrangements to reduce fees. Based on recent filing patterns, we
expect system fees to decline in approximately 40% of SEDAR filing situations and in
approximately 24% of NRD filing situations.
The Instrument and Related Consequential Amendments are initiatives of the securities
regulatory authorities in all Canadian jurisdictions. CSA members in the following jurisdictions
have made, or expect to implement the Instrument via:
•
rules in each of British Columbia, Ontario, New Brunswick, Newfoundland and
Labrador, Nova Scotia, Prince Edward Island, the Northwest Territories, Nunavut and
Yukon; and
•
regulations in Alberta, Manitoba, Saskatchewan and Québec.
Provided all necessary approvals are obtained, the Instrument and Related Consequential
Amendments will come into force on October 12, 2013. Where applicable, Annex A provides
information about each jurisdiction’s approval process.
Substance and Purpose
The Instrument sets out system fees payable to Canadian securities regulatory authorities, largely
in connection with specified filings. It consolidates and replaces the existing system fee
schedules found in the SEDAR Filer Manual and NRD User Guide, and reduces overall fees
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currently charged. System fees will continue, with the exception of NRD enrolment fees, to be
paid on-line through SEDAR and NRD.
The Related Consequential Amendments reflect the changes necessary as a result of the change
of the SEDAR filing service contractor, SEDI operator and NRD administrator from CDS Inc. to
CGI Information Systems and Management Consultants Inc.
Background
We published the Instrument and Related Consequential Amendments for comment on January
24, 2013. For additional background, including a comparison of the existing system fee
schedules to the fees in the Instrument, please refer to the notice we published on January 24,
2013.
From a user perspective, we do not expect any significant changes to the current process for
paying SEDAR and NRD fees.
Summary of Written Comments Received by the CSA
The comment period for the Instrument and Related Consequential Amendments ended April 24,
2013. During the comment period, we received submissions from two commenters. We have
considered the comments received and thank all of the commenters for their input. The names of
commenters are contained in Annex B of this notice. The comment letters can be viewed on the
Ontario Securities Commission website at www.osc.gov.on.ca. Both commenters were
supportive of the filing fee reductions included in the Instrument, and neither suggested any
changes to the Instrument or Related Consequential Amendments.
The commenters also took the opportunity to provide feedback on technical aspects of the CSA
National Systems and their functionality. We thank the commenters for this feedback and have
provided these technical comments to relevant CSA Staff for consideration in connection with
the redevelopment of these systems. These technical comments do not affect the Instrument or
the Related Consequential Amendments.
Summary of Changes to the Proposed Instrument
We have made some revisions to the materials that were published for comment. Those revisions
are reflected in the materials we are publishing concurrently with this notice. As these changes
are not material, we are not republishing the Instrument or the Related Consequential
Amendments for a further comment period.
In particular, we updated Section 4 of the Instrument to clarify that the SEDAR annual filing
service charge applicable in the first calendar year after filing an initial filer profile is for the pro
rated amount covering the month following the month in which the filer filed its initial filer
profile through the remainder of that calendar year.
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The text of the Instrument and the Related Consequential Amendments are being published
concurrently with this notice.
Local Matters
Annex A 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.
Questions
Please refer your questions to any of the following:
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
Alberta Securities Commission
Samir Sabharwal
Associate General Counsel
403-297-7389
samir.sabharwal@asc.ca
British Columbia Securities Commission
David M. Thompson
General Counsel
604-899-6537
dthompson@bcsc.bc.ca
Manitoba Securities Commission
Chris Besko
Legal Counsel – Deputy Director
204-945-2561
Chris.Besko@gov.mb.ca
Ontario Securities Commission
Robert Galea
Legal Counsel
General Counsel’s Office
416-593-2321
rgalea@osc.gov.on.ca
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ANNEX A
Local Matters
Alberta
In Alberta, the Instrument will be incorporated by reference in the Schedule – Fees of the
Securities Regulation, Alta Reg. 115/95 as a result of an amendment to that regulation which will
come into force on October 12, 2013. The Related Consequential Amendments are expected to
come into force on October 12, 2013.
Manitoba
In Manitoba, the implementation of the Instrument will be by a regulation under The Securities
Act (Manitoba). The Related Consequential Amendments will come into force on October 12,
2013.
Ontario
In Ontario, OSC Rule 31-509 National Registration Database (Commodity Futures Act) is being
amended (the 31-509 Amendments) to reflect similar amendments being made to National
Instrument 31-102 National Registration Database. The Ontario Securities Commission is of the
view that the 31-509 Amendments do not materially change the existing rule. These amendments
are published concurrently with this notice.
In Ontario, the Instrument, Related Consequential Amendments, 31-509 Amendments and other
required materials were delivered to the Minister of Finance on July 17, 2013. The Minister may
approve or reject the Instrument, Related Consequential Amendments and 31-509 Amendments
or return them for further consideration. If the Minister approves the Instrument, Related
Consequential Amendments and 31-509 Amendments or does not take any further action, they
will come into force on October 12, 2013.
Québec
In Québec, the Instrument is a regulation made under section 331 of The Securities Act (Québec)
and must be approved, with or without amendment, by the Government.
The Related Consequential Amendments are regulations made under section 331.1 of The
Securities Act (Québec) and must be approved, with or without amendment, by the Minister of
Finance. The Instrument and Related Consequential Amendments will come into force 15 days
after the date of its publication in the Gazette officielle du Québec or on any later date indicated
in the regulation.
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ANNEX B
List of Commenters
FIRM/ORGANIZATION
COMMENTER NAME(S)
Portfolio Management Association of Canada
Katie Walmsley, Scott Mahaffy
RBC Dominion Securities Inc.; RBC Direct Investing
Kevin Bresler
Inc.; Royal Mutual Funds Inc.; RBC Global Asset
Management Inc.; RBC Phillips, Hager & North
Investment Counsel Inc.; and Phillips, Hager & North
Investment Funds Ltd.
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MULTILATERAL INSTRUMENT 13-102
SYSTEM FEES FOR SEDAR AND NRD
PART 1
DEFINITIONS AND INTERPRETATION
Definitions
1.(1)
In this Instrument,
"annual information form" means an "AIF" as defined by National Instrument 51-102
Continuous Disclosure Obligations or an annual information form for the purposes of Part 9
of National Instrument 81-106 Investment Fund Continuous Disclosure;
"initial filer profile" means a filer profile filed in accordance with subsection 5.1(1) of
National Instrument 13-101 System for Electronic Document Analysis and Retrieval
(SEDAR);
"issuer bid",
(a) except in Ontario, means an issuer bid to which Part 2 of Multilateral Instrument 62-
104 Take-Over Bids and Issuer Bids applies, and
(b) in Ontario, means a "formal issuer bid" as defined by subsection 89(1) of the Securities
Act (Ontario);
"shelf prospectus" means a prospectus filed under National Instrument 44-102 Shelf
Distributions;
"take-over bid",
(a) except in Ontario, means a take-over bid to which Part 2 of Multilateral Instrument 62-
104 Take-Over Bids and Issuer Bids applies, and
(b) in Ontario, means a "formal take-over bid" as defined by subsection 89(1) of the
Securities Act (Ontario).
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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
Column 2
Defined Term
Instrument
CPC instrument
National Instrument 45-106 Prospectus and
Registration Exemptions
firm filer
National Instrument 31-102 National Registration
Database
individual filer
National Instrument 31-102 National Registration
Database
long form prospectus
National Instrument 41-101 General Prospectus
Requirements
MJDS prospectus
National Instrument 71-101 The
Multijurisdictional Disclosure System
NRD
National Instrument 31-102 National Registration
Database
principal jurisdiction
Multilateral Instrument 11-102 Passport System
principal regulator
Multilateral Instrument 11-102 Passport System
rights offering
National Instrument 45-101 Rights Offerings
SEDAR
National Instrument 13-101 System for Electronic
Document Analysis and Retrieval (SEDAR)
short form prospectus
National Instrument 41-101 General Prospectus
Requirements
sponsoring firm
National Instrument 33-109 Registration
Information, in Form 33-109F4 Registration of
Individuals and Review of Permitted Individuals
Inconsistency with other instruments
2.
If there is any conflict or inconsistency between this Instrument and National
Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) or National
Instrument 31-102 National Registration Database, this Instrument prevails.
PART 2 – SEDAR SYSTEM FEES
Local system fees
3.
In Québec, a person or company making the type of filing described in Column C
of Appendix A with the Autorité des marchés financiers must pay to the Autorité des marchés
financiers the system fee specified in Column D of that Appendix.
System fees
4.(1)
A person or company making a filing, in the local jurisdiction, of the type
described in Column B of Appendix B, and of the category referred to in Column A of that
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Appendix, must pay to the securities regulatory authority the system fee specified in Column C
or D of that Appendix, as the case may be.
(2) Despite subsection (1), if a person or company pays a fee referred to in item 1 or 2 of
Appendix B, the person or company is not required to pay a fee with respect to any other filing
referred to in that item made during the calendar year in which the payment was made.
(3) Despite subsection (1), in the calendar year that a person or company files its initial filer
profile, the fee referred to in item 1 or 2 of Appendix B is prorated in accordance with the
following formula:
A × B /12, where
A = the amount referred to in item 1 or 2 of Appendix B, as applicable, and
B = the number of months remaining in the calendar year following the month in
which the initial filer profile was filed.
PART 3 – NRD SYSTEM FEES
Enrolment fee
5.
If the local jurisdiction is a firm filer’s principal jurisdiction, the firm filer must
pay to the securities regulatory authority an enrolment fee of $500 upon enrolment in NRD.
NRD submission fee
6.(1)
A firm filer must pay an NRD system fee in respect of an individual filer to the
securities regulatory authority in the local jurisdiction if
(a) the firm filer is the sponsoring firm for the individual filer, and
(b) through the filing of a Form 33-109F4 Registration of Individuals and Review of
Permitted Individuals, the individual filer registers or reactivates their registration in the local
jurisdiction.
6.(2)
The NRD system fee payable to the securities regulatory authority under
subsection (1) by a sponsoring firm in respect of an individual filer is,
(a) if the securities regulatory authority is the principal regulator of the individual filer,
$75.00, and
(b) in any other case, $20.50.
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Annual NRD system fee
7.
On December 31 of each year, a firm filer must pay an annual NRD system fee to
the securities regulatory authority in the local jurisdiction equal to the total of the following:
(a) if the securities regulatory authority in the local jurisdiction is the principal regulator of
one or more individuals who are individual filers on that date, and for which the firm filer is
the sponsoring firm in that jurisdiction,
$75.00 × the number of those individuals, and
(b) if there are individual filers on that date for which the securities regulatory authority in the
local jurisdiction is not the principal regulator, and for which the firm filer is the sponsoring
firm in that jurisdiction,
$20.50 × the number of those individuals.
PART 4 – PAYMENT OF FEES
Means of payment
8.
A fee under section 3, 4, 6 or 7 must be paid through SEDAR or NRD, as the case
may be.
PART 5 – EXEMPTION
Exemption
9.(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.
9.(2)
Despite subsection (1), in Ontario, only the regulator may grant such an
exemption.
9.(3)
Except in 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.
PART 6 – EFFECTIVE DATE
Effective date
10.
This Instrument comes into force on October 12, 2013.
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Appendix A – Local SEDAR System Fees
(Section 3)
Column A
Column B
Column C
Column D
Local
Category of
Type of Filing
System Fee
Jurisdiction
Filing
Québec
Securities
Prospectus distribution to person outside
$130.00
Offerings
Québec, if made from within Québec
(section 12 of Securities Act (Québec))
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Appendix B – Other SEDAR System Fees
(Section 4)
Item
Column A
Column B
Category of Filing
Type of Filing
1
Annual filing fee for
Initial filer profile or annual
continuous disclosure -
financial statements (for investment
investment funds
funds)
Note: Excludes the annual
information form and all
other filings listed
separately in items 3 to 21.
2
Annual filing fee for
Initial filer profile or annual
continuous disclosure
financial statements ( for reporting
issuers other than investment
Note: Excludes the annual
funds)
information form and all
other filings listed
separately in items 3 to 21.
3
Investment fund issuers /
Simplified prospectus, annual
securities offerings
information form and fund facts
(National Instrument 81-101
Mutual Fund Prospectus
Disclosure)
4
Long form prospectus
5
Investment fund issuers /
Annual information form (National
continuous disclosure
Instrument 81-106 Investment Fund
Continuous Disclosure) for
investment fund if not a short form
prospectus issuer
6
Investment fund issuers /
Annual information form (National
continuous disclosure
Instrument 81-106 Investment Fund
Continuous Disclosure) for
investment fund if short form
prospectus issuer
7
Investment fund issuers /
Exemptions and other applications
exemptions and other
(National Instrument 81-102
applications
Mutual Funds)
8
Exemptions and other applications
in connection with a prospectus
11
Column C
Column D
System Fee
System Fee
Payable to
Payable to Each
Principal
Other Securities
Regulator
Regulatory
Authority
$495.00
N/A
$705.00
$74.00
$585.00, which
$162.50, which
applies in total to a
applies in total to a
combined filing, if
combined filing, if
one annual
one annual
information form
information form
and one simplified
and one simplified
prospectus are
prospectus are
used to qualify the
used to qualify the
investment fund
investment fund
securities of more
securities of more
than one
than one
investment fund
investment fund
for distribution
for distribution
$715.00
$212.50
$455.00
N/A
$2,655.00
N/A
$195.00
$40.00
$195.00
$82.50
Item
Column A
Column B
Category of Filing
Type of Filing
filing
9
Other issuers / securities
Short form prospectus (National
offerings
Instrument 44-101 Short Form
Prospectus Distributions)
10
Shelf prospectus
11
MJDS Prospectus (National
Instrument 71-101 The
Multijurisdictional Disclosure
System)
12
Long form prospectus
13
Rights offering material
14
Prospectus governed by CPC
instrument (TSX Venture
Exchange)
15
Other issuers / continuous
Annual information form, if neither
disclosure
an investment fund nor a short form
prospectus issuer
16
Annual information form, if a short
form prospectus issuer (other than
an investment fund)
17
Exemptions and other
Exemptions and other applications
applications (if not an
in connection with prospectus filing
investment fund)
18
Other issuers / going
Going private transaction filings
19
private / related party
Related party transaction filings
transactions
20
Other issuers/securities
Issuer bid filings
acquisitions
21
Third party filers/third party
Take-over bid filings
filings
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Column C
Column D
System Fee
System Fee
Payable to
Payable to Each
Principal
Other Securities
Regulator
Regulatory
Authority
$390.00
$115.00
$390.00
$115.00
$390.00
$115.00
$715.00
$212.50
$325.00
$115.00
$715.00
$212.50
$455.00
N/A
$2,655.00
N/A
$195.00
$82.50
$325.00
$115.00
$325.00
$115.00
$195.00
$82.50
$195.00
$82.50
THE MANITOBA SECURITIES COMMISSION
MSC Rule No. 2013-28
(Section 149.1, The Securities Act)
AMENDMENTS TO
NATIONAL INSTRUMENT 13-101
SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)
1. National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)
is amended by this Instrument.
2. Section 1.1 is amended by, in the definition of "SEDAR filing service contractor", replacing
"CDS INC." with "CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS
INC.".
3. This Instrument comes into force on October 12, 2013.
4. This Instrument may be cited as MSC Rule 2013-28.
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THE MANITOBA SECURITIES COMMISSION
MSC Rule No. 2013-29
(Section 149.1, The Securities Act)
AMENDMENTS
TO NATIONAL INSTRUMENT 31-102
NATIONAL REGISTRATION DATABASE
1. National Instrument 31-102 National Registration Database is amended by this Instrument.
2. Section 1.1 is amended by, in the definition of "NRD administrator", replacing "CDS INC."
with "CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS INC.".
3. Paragraph 4.5(e) is amended by replacing "payable to CDS INC. in Canadian funds, to the
firm’s principal regulator within 14 days of the date the payment is due" with "pays the following
fees within 14 days of the date the payment is due by submitting a cheque, payable to the Ontario
Securities Commission in Canadian currency, to CSA Service Desk, Attn: NRD Administrator,
12 Millennium Blvd, Suite 210, Moncton, NB E1C 0M3"."
4. This Instrument comes into force on October 12, 2013.
5. This Instrument may be cited as MSC Rule 2013-29.
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THE MANITOBA SECURITIES COMMISSION
MSC Rule No. 2013-30
(Section 149.1, The Securities Act)
AMENDMENTS TO
NATIONAL INSTRUMENT 55-102
SYSTEM FOR ELECTRONIC DISCLOSURE BY INSIDERS (SEDI)
1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) is amended
by this Instrument.
2. Section 1.1 is amended by, in the definition of "SEDI operator", replacing "CDS INC." with
"CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS INC.".
3. Form 55-102F5 – SEDI User Registration Form is amended by
(a) replacing the section titled "Delivery of Signed Copy to SEDI Operator" with the
following:
Delivery of Signed Copy to SEDI Operator
Before you may make a valid SEDI filing, you must deliver a manually signed paper copy
of the completed user registration form to the SEDI operator for verification purposes. To
satisfy this requirement, you may print a copy of the online user registration form once you
have certified and submitted it. You must deliver a manually signed and dated copy of the
completed user registration form via prepaid mail, personal delivery or facsimile to the
SEDI operator at the following address or fax number, as applicable:
CSA Service Desk
Attn: SEDI Operator
12 Millennium Blvd, Suite 210
Moncton, NB E1C 0M3
or at such other address(es) or fax number(s) as may be provided on the SEDI web site
(www.sedi.ca).
(b) replacing the section titled "Questions" with the following:
Questions
Questions may be directed to the SEDI operator at 1-800-219-5381 or such other number
as may be provided on the SEDI web site.
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(c) in the section titled "Notice – Collection and Use of Personal Information",
(i) replacing "CDS INC. (the SEDI operator) is retained by CDS INC." with "the SEDI
operator is retained by the SEDI operator"; and
(ii) replacing "the CDS SEDI Administrator" with "the SEDI operator";
(d) replacing the first paragraph in the section titled "SEDI User Registration Form" with the
following:
Note: Before an individual registering as a SEDI user may make a valid SEDI filing, the
registering individual must deliver a manually signed paper copy of the completed user
registration form to the SEDI operator for verification purposes. The registering individual
may print a copy of the online version using the "Print" function provided for this purpose
in SEDI. The signed paper copy must be delivered by prepaid mail, personal delivery or
facsimile to:
CSA Service Desk
Attn: SEDI Operator
12 Millennium Blvd, Suite 210
Moncton, NB E1C 0M3
(e) replacing, in the section titled " SEDI User Registration Form", the portion titled "Section
3 – Certification of SEDI User" with the following:
Section 3 Certification of SEDI User
I certify that the foregoing information is true in all material respects. I agree to update the
information submitted on this form in SEDI as soon as practicable following any material
change in the information. I agree that an executed copy of Form 55-102F5, if delivered to
the SEDI operator by facsimile, shall have the same effect as an originally executed copy
delivered to the SEDI operator.
4. This Instrument comes into force on October 12, 2013.
5. This Instrument may be cited as MSC Rule 2013-30.
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You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.