Notices

CSA Notice and Request for Comment Proposed Amendments Facilitating CSA Information Technology Arrangements January 24, 2013 Introduction The Canadian Securities Administrators (the CSA or we) are publishing for a 90 day comment period the following material (the Proposed Material): ▪ proposed National Instrument 13-102 System Fees for SEDAR and NRD (NI 13-102), as set out in Annex A, ▪ proposed amendments to National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) (NI 13-101), as set out in Annex C, ▪ proposed amendments to National Instrument 31-102 National Registration Database (NI 31-102), as set out in Annex D, and ▪ proposed amendments to National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), as set out in Annex E. The Proposed Material reflects the amendments 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. NI 13-102 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 text of NI 13-102 is contained in Annex A of this notice. Annex B of this notice compares the fees in the existing filing service charge schedules to the fees in NI 13-102. Other related proposed amendments are contained in Annexes C, D and E of this notice. This material is also available on websites of CSA jurisdictions, including: www.lautorite.qc.ca www.albertasecurities.com www.bcsc.bc.ca www.gov.ns.ca/nssc www.nbsc-cvmnb.ca www.osc.gov.on.ca www.sfsc.gov.sk.ca www.msc.gov.mb.ca - 1 -

Background CDS Inc. currently operates the CSA National Systems for the benefit of the CSA. The agreements with CDS Inc. to operate the CSA National Systems are scheduled to expire in October 2013 and a new service provider is being secured to take over operations. In this regard, a number of minor changes to the existing rules governing the CSA National Systems are required. In addition, we are consolidating the existing filing service charge schedules under the SEDAR Filer Manual and NRD User Guide into NI 13-102. The proposed system fees in NI 13-102 are structured in a substantially similar way to the fees in the existing filing service charge schedules. “First jurisdiction” filing fees have been replaced with filing fees payable to the applicable filer’s principal regulator, with the amounts unchanged. Fees payable for filings in additional jurisdictions have been substantially reduced. Maximum fees for filing in all jurisdictions will not increase, but fewer filers will be subject to the maximum fee due to the reduction in additional jurisdiction fees and the way in which these fees will be applied under the proposed system. From a user perspective, we do not expect any significant changes to the current payment process. The system fees will continue to be collected on-line through the CSA National Systems and paid into a special purpose pool of funds, managed by one or more designated CSA members, for the payment of costs and expenses associated with the operation and development of the CSA National Systems (including any new or updated national information technology systems that may be developed for the CSA). Substance and Purpose NI 13-102 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. The proposed system fees result in a reduction to the overall fees charged under the current arrangements. System fees would continue, with the exception of NRD enrolment fees, to be paid on-line through SEDAR and NRD. The other proposed 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 a new vendor. Summary of the Proposed Material Part 1 of NI 13-102 sets out definitions used in the proposed Instrument. It also ensures that the proposed Instrument prevails over any conflicting provision in NI 13-101 or NI 31-102. Part 2 of NI 13-102, in conjunction with Appendices A and B of the proposed Instrument, sets out the SEDAR system fees payable to each Canadian securities regulatory authority. - 2 -

Part 3 of NI 13-102 sets out the NRD system fees payable to each Canadian securities regulatory authority. Part 4 of NI 13-102 provides that the fees in section 3, 4, 6 or 7 of the proposed Instrument are all paid through SEDAR or NRD, as the case may be. Part 5 of NI 13-102 allows exemptions to be granted under the Instrument. Anticipated Costs and Benefits The proposed system fees, when implemented, will yield benefits in the form of lower system costs for many filers. 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. In all remaining filing situations, there will be no change in system fee costs. We expect system fee costs to decline by 6.5% on average for SEDAR filings and by 6.6% on average for NRD filings based on recent filing patterns. 1 We have also eliminated the subscription fees that are currently required to be paid for SEDAR filer software licences. The CSA believes the proposed system operation and fee changes will have no impact on service levels or the general operation and development of the CSA National Systems. Request for Comments We welcome your comments on the Proposed Materials. Please submit your comments in writing on or before April 24, 2013. If you are not sending your comments by email, please send a CD containing the submissions (in Microsoft Word format). Address your submission to all of the CSA as follows: British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial and Consumer Affairs Authority Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission New Brunswick Securities Commission Prince Edward Island Securities Office Office of the Superintendent of Securities, Government of Newfoundland and Labrador Department of Community Services, Government of Yukon Office of the Superintendent of Securities, Government of the Northwest Territories Legal Registries Division, Department of Justice, Government of Nunavut 1 Averages calculated by weighting the fee changes for each filing type by that filing type’s share of all filings made over the last 12 months. For further information on the fee changes, see Annex B. - 3 -

Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA members. The Secretary Ontario Securities Commission 20 Queen Street West 19th Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416-593-2318 comments@osc.gov.on.ca M e Anne-Marie Beaudoin Corporate Secretary Autorité des marchés financiers 800, square Victoria, 22e étage C.P. 246, tour de la Bourse Montréal (Québec) H4Z 1G3 Fax : 514-864-6381 consultation-en-cours@lautorite.qc.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. Contents of Annexes As described above, Annexes A, C and D contain the Proposed Material. Annex B compares the existing filing service charge schedules to the fees in NI 13-102. Where applicable, Annex F contains local material. Questions 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 Office of the General Counsel 403-297-7389 - 4 -

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 Simon Thompson Robert Galea Senior Legal Counsel Legal Counsel General Counsel’s Office General Counsel’s Office 416-593-8261 416-593-2321 sthompson@osc.gov.on.ca rgalea@osc.gov.on.ca - 5 -

ANNEX A PROPOSED NATIONAL 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; “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 applies, and (b) in Ontario, means a “formal take-over bid” as defined by subsection 89(1) of the Securities Act (Ontario). 6

(2) In this Instrument, each term appearing in Column 1 of the Table below has the meaning ascribed to it in the Instrument or Form shown in the same row in Column 2 of the Table. Column 1 Column 2 Term Defined Specified Instrument or Form 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 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. A person or company making the type of filing described in Column B of Appendix B of the category in Column A of that Appendix must pay to the securities regulatory authority with which the filing was made the system fee specified in Column C or D of that Appendix, as the case may be. 7

PART 3 NRD SYSTEM FEES Enrolment Fee 5. A firm filer must pay to the securities regulatory authority of its principal jurisdiction 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 each securities regulatory authority if (a) it is the sponsoring firm for the individual filer, and (b) through the filing of a Form 33-109F4, the individual filer registers or reactivates their registration with the securities regulatory authority. (2) The fee under subsection (1) payable to each securities regulatory authority 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. Annual NRD system fee 7. On December 31 of each year, a firm filer must pay an annual NRD system fee to a securities regulatory authority equal to the total of: (a) if the securities regulatory authority in a 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, the product of $75.00 and the number of those individuals, and (b) if there are individual filers on that date for which the securities regulatory authority in a jurisdiction is not the principal regulator and for which the firm filer is the sponsoring firm in that jurisdiction, the product of $20.50 and 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. 8

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. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. PART 6 EFFECTIVE DATE Effective Date 10. This Instrument comes into force on ●, 2013. 9

Appendix A – Local SEDAR System Fees Section 3 Column A Column B Column C Column D Local Category of Type of Filing System Filing Jurisdiction Filing Fee Québec Securities Prospectus distribution to person outside $130.00 Offerings Québec, if made from Québec (section 12 of Securities Act (Québec)) 10

Appendix B – Other SEDAR System Fees Section 4 Row Column A Column B Category of Filing Type of Filing 1 Annual filing service fee Investment funds (continuous for continuous disclosure - disclosure) investment funds Note: Excludes the Annual Information Form and all other filings listed separately in Rows 3 to 21. 2 Annual filing service fee Continuous disclosure for reporting for continuous disclosure issuers (other than investment funds) Note: Excludes the Annual Information Form and all other filings listed separately in Rows 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 / Applications (National Instrument exemptions and other 81-102 Mutual Funds) 8 applications Exemptions and other applications in connection with a prospectus filing 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, subject applies in total to a to the application combined filing, if provision one annual described in information form Column C and one simplified prospectus are used to qualify the investment fund securities of more than one investment fund for distribution $715.00 $212.50 $455.00 N/A $2,655.00 N/A $195.00 $40.00 $195.00 $82.50

Row Column A Column B Category of Filing Type of Filing 9 Other issuers / securities Short form prospectus (National offerings Instrument 44-101 Short Form Prospectus Distributions) 10 Shelf prospectus (National Instrument 44-102 Shelf Distributions) 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 12 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

ANNEX B COMPARISON OF EXISTING CHARGESTO PROPOSED FEES IN NI 13-102 SEDAR filing service subscriber fees Category Initial licensing fee Charge for additional SEDAR filer software licenses Annual subscription fee SEDAR local system fees (Appendix A of NI 13-102) Reference in Category NI 13-102 Appendix A Québec fee for distribution outside Québec Annual filing service fee for continuous disclosure (Appendix B of NI 13-102) Reference in Category NI 13-102 Row 1 Investment Fund Row 2 Single Jurisdiction Issuer (issuer which is a reporting issuer in only one jurisdiction) Row 2 Multi-Jurisdiction Issuer (an issuer which is a reporting issuer in more than one jurisdiction) Other SEDAR system fees (Appendix B of NI 13-102) Reference in Category NI 13-102 Row 3 Simplified prospectus, AIF and Fund Facts (investment funds) Row 4 Long form prospectus (investment funds) Row 5 Investment funds AIF (not a short form prospectus issuer) Row 6 Investment funds AIF (if short form prospectus issuer) 13 Existing Proposed Fee Charge $390.00 Fee eliminated $260.00 Fee eliminated $390.00 Fee eliminated Existing Proposed Fee Charge $130.00 No change Existing Proposed Fee Charge $495.00 No change $705.00 No change $1,595.00 $705.00, plus $74.00 for each additional jurisdiction in which the issuer is a reporting issuer, to a maximum of $1,593.00 Existing Proposed Charge Fee First/local jurisdiction fee $585.00 No change Fee per add'l jurisdiction $325.00 $162.50 Maximum Fee $2,535.00 No change First/local jurisdiction fee $715.00 No change Fee per add'l jurisdiction $425.00 $212.50 Maximum Fee $3,265.00 No change First/local jurisdiction fee $455.00 No change First/local jurisdiction fee $2,655.00 No change

Reference in Category NI 13-102 Row 7 Investment fund exemptions and other applications (NI 81-102) Rows 8, 17, Exemptions and other applications in 20 and 21 connection with a prospectus filing; issuer bid filings and take-over bid filings Rows 9 to 11 Other short form prospectuses, shelf prospectuses and MJDS prospectus Rows 12 and Long form prospectus or prospectus 14 governed by CPC instrument Rows 13, 19 Rights offering material, going private and 20 transaction filings and related party transaction filings Row 15 AIF if neither an investment fund nor a short form prospectus issuer Row 16 AIF, if a short form prospectus issuer (other than an investment fund) NRD system fees Reference in Category NI 13-102 s. 5 NRD enrolment fee s. 6(2) and 7 NRD submission and annual systems First/local jurisdiction fee fee Fee per add'l jurisdiction Maximum Fee 14 Existing Proposed Charge Fee First/local jurisdiction fee $195.00 No change Fee per add'l jurisdiction $80.00 $40.00 Maximum Fee $675.00 No change First/local jurisdiction fee $195.00 No change Fee per add'l jurisdiction $165.00 $ 82.50 Maximum Fee $1,185.00 No change First/local jurisdiction fee $390.00 No change Fee per add'l jurisdiction $230.00 $115.00 Maximum Fee $1,770.00 No change First/local jurisdiction fee $715.00 No change Fee per add'l jurisdiction $425.00 $212.50 Maximum Fee $3,265.00 No change First/local jurisdiction fee $325.00 No change Fee per add'l jurisdiction $230.00 $ 115.00 Maximum Fee $1,705.00 No change First/local jurisdiction fee $455.00 No change First/local jurisdiction fee $2,655.00 No change Existing Proposed Charge Fee $500.00 No change $75.00 No change $50.00 $20.50 $325.00 $321.00