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Volume 46, No. 24

B.C. Reg. 416/2003

The British Columbia Gazette,

Part II

December 2, 2003

B.C. Reg. 416/2003, deposited November 21, 2003, pursuant to the SECURITIES ACT [Section 183]. Order in Council 1080/2003, approved and ordered November 20, 2003.

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and consent of the Executive Council, orders that the Securities Regulation, B.C. Reg. 196/97, is amended as set out in the attached Schedule. — K. FALCON, Minister of State for Deregulation; G. CAMPBELL, Presiding Member of the Executive Council.

Schedule

Section 1 of the Securities Regulation, B.C. Reg. 196/97, is amended by adding the following

definitions:

"MTN Program" has the meaning ascribed to that term in NI 44-102;

"PREP prospectus" means a base PREP prospectus or a supplemented PREP prospectus as those terms are defined in NI 44-103; .

Section 22 is repealed and the following substituted:

Fees payable

22 Unless otherwise prescribed, for a matter described in Column 1 the executive director must be paid the fee prescribed in Column 1 or Column 2:

Item

Column 1

Column 2

(

a) For filing an application for registration or renewal of registration as a dealer, regardless of the number of categories to which the application relates

$2 500

(

b) In addition to the amount set out in paragraph (a), for each branch office of the applicant in British Columbia in which more than 3 registered persons carry on business, or will carry on business if registration is granted

$50

For filing an application for registration or renewal of registration as a salesperson, partner, director or officer of a dealer in British Columbia

$250

Unless item 4 applies, for filing an application for registration or renewal of registration as an underwriter

$2 500

For filing an application for registration or renewal of registration as an underwriter if the applicant

(

a) is registered as a dealer, or

(

b) is also applying for registration as a dealer

$500

(

a) For filing an application for registration or renewal of registration as an adviser, regardless of the number of categories to which the application relates

$1 500

(

b) In addition to the amount set out in paragraph (a), for each branch office of the applicant in British Columbia in which more than 3 registered persons carry on business, or will carry on business if registration is granted

$50

For filing an application for registration or renewal of registration as an advising employee, partner, director or officer of an adviser in British Columbia

$250

For filing an

application for reinstatement of a registration that has been suspended,

(

a) if the application is filed within the 3 month period following the suspension

No fee

(

b) if the application is filed after the 3 month period following the suspension

$250

For each day that the financial statements of a registered dealer, underwriter or adviser have not been filed as required under the Rules, unless the commission or executive director has exempted in writing the registered dealer, underwriter or adviser from the requirement to file financial statements

$100

(

a) Subject to paragraphs (

b) and (c), for filing a preliminary prospectus, a preliminary base shelf prospectus under NI 44-102, a preliminary base PREP prospectus under NI 44-103 or a pro forma prospectus

$2 500

(

b) For filing a preliminary or pro forma prospectus for a mutual fund

$1 500

(

c) For filing a preliminary exchange offering prospectus

$1 500

For filing a prospectus, the amount, if any, by which

(a)

0.02%, or

(

b) in the case of a money market fund, 0.01%

of the proceeds realized by the issuer or securityholder from the distribution under the prospectus to purchasers in British Columbia exceeds the aggregate of the fees paid under item 9, which amount must be paid in accordance with sections 24 and 25

For filing an annual information form by an issuer other than a mutual fund

$1 000

For filing an amendment to a preliminary prospectus, prospectus or annual information form

$250

For filing a technical or engineering report with

(

a) a preliminary prospectus, pro forma prospectus, prospectus, annual information form, amendment to a preliminary prospectus or prospectus

$500

(

b) an application under

section 171 of the Act for revocation or variation of a decision in respect of the reactivation of a dormant issuer

$500

For filing a notice by an issuer of its intention to offer securities under

section 74 (2) (7) of the Act, if the notice includes a rights offering memorandum or circular

$500

For filing an application to the commission or the executive director for a decision under the Act, this regulation, the Rules, another enactment or a policy statement, if no other fee for that filing is prescribed

$750

For filing a report

(1) (

a) under

section 139 of the Rules, except as provided in subsection (2) of this item,

(

b) pursuant to the terms of an order made under

section 76 of the Act, or

(

c) under Multilateral Instrument 45-103 Capital Raising Exemptions,

the greater of

(i)

$100, or

(ii)

0.03% or, in the case of a money market fund, 0.01%, of the proceeds realized by the issuer from the distribution of the securities described in the report to purchasers in British Columbia

(2) under

section 139 of the Rules for a distribution under

section 74 (2) (8) or (11) (

i) of the Act

$100

For filing an annual financial statement by a reporting issuer, as required under

section 145 of the Rules, if the statement is filed

(

a) within the prescribed time period

$600

(

b) outside the prescribed time period

$800

(

c) outside the prescribed time period and the commission or the executive director has ordered, in respect of the failure to file, that trading in the securities of the issuer cease

$1 100

For filing an interim financial statement by a reporting issuer, as required under

section 144 of the Rules, if the statement is filed

(

a) within the prescribed time period

No fee

(

b) outside the prescribed time period

$200

(

c) outside the prescribed time period and the commission or the executive director has ordered, in respect of the failure to file, that trading in the securities of the issuer cease

$500

For filing a report required under

section 87 of the Act, if the statement is filed

(

a) within the prescribed time period

No fee

(

b) outside the prescribed time period

$50

For filing a take over bid circular or issuer bid circular

$750

For filing an application under

section 171 of the Act for revocation or variation of a decision in respect of the reactivation of a dormant issuer

$2 500

For an on-site search of a paper file

For a copy of a record in the public file of the commission, for each page

$0.50

For the certification of a record

(

a) for the number of pages, up to and including 10, included in the record

$10

(

b) for each additional page over 10 included in the record

The fees and charges for an examination or investigation by a person appointed under

section 13 or 153 of the Act are an amount equal to the amount paid by the commission for the examination or investigation, not exceeding fees of $2 000 for each day of the examination or investigation plus disbursements properly incurred for the examination or investigation

The fees and charges for the costs of or related to a compliance review under

section 29 or 39 of the Act are

(a)

$100 per hour for each person involved in the compliance review

(

b) disbursements properly incurred by the commission or the executive director or the staff of either of them

The fees and charges for an investigation by a person appointed under

section 142 or 147 of the Act are an amount equal to the amount paid by the commission or the minister for the investigation, not exceeding fees of $2 000 for each day of the investigation plus disbursements properly incurred for the investigation

The fees and charges for the costs of or related to a hearing are

(a)

$2 000 for each day or partial day of hearing

(b)

$100 per hour for each person for time spent by the commission or the executive director or the staff of either of them

(

c) disbursements properly incurred by the commission or the executive director or the staff of either of them

(

d) fees paid to an expert or witness, to a maximum of $600 per hour for each person involved

(

e) disbursements properly incurred by an expert retained by the commission

(

f) fees paid for legal services, to a maximum of $400 per hour for each person involved

(

g) disbursements properly incurred in connection with the provision of legal services to the commission

For filing an application for a certificate confirming that a reporting issuer is not in default of

(

a) filing financial statements required by the Act or the regulations

$100

(

b) paying prescribed fees and charges

$100

For filing an application for an approval of a waiver of the appointment of an auditor under

section 179 (3) (

b) of the Company Act

$100

For filing an application for a consent to the restoration of a company or extraprovincial company to the register under

section 262 (4) (

c) of the Company Act

$100

3 The following sections are added:

Interpretation

23 For the purposes of item 7 of the table in

section 22, the 3 month period ends

(

a) on the day in the third month following the suspension that corresponds numerically with the date of the suspension, or

(

b) if there is no day in the third month that corresponds numerically with the date of the suspension, on the last day of that third month.

Fee calculation and filing requirements relating to distributions

24 For the purposes of the fee payable under item 10 of the table in

section 22,

(

a) if the prospectus relates to securities that are not distributed continuously, in circumstances where NI 44-102 does not apply, the issuer or securityholder must file

(

i) with the prospectus, an estimate of the proceeds that will be realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by

(

A) if the executive director so requires, an advance of the prescribed fee based on the estimate of the proceeds, or

(

B) in any other case, an undertaking to pay the prescribed fee not more than 30 days after the completion of the distribution under the prospectus, and

(ii) not more than 30 days after the completion of the distribution under the prospectus, a notice of the proceeds realized from the distribution under the prospectus to purchasers in British Columbia and, subject to

section 25, the notice must be accompanied by the prescribed fee,

(

b) if the prospectus relates to securities that are distributed continuously, in circumstances where NI 44-102 does not apply, the issuer or security holder must file a notice of the proceeds realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by the prescribed fee, on the date a new prospectus relating to the securities is filed under

section 71 of the Act,

(

c) if the prospectus relates to securities that are distributed under NI 44-102 the issuer or security holder must file

(

i) with the base shelf prospectus, an undertaking to pay the prescribed fee

(

A) within 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,

(

B) together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or

(

C) within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis,

(ii) a notice stating the proceeds realized in British Columbia accompanied by the prescribed fee

(

A) not more than 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,

(

B) together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or

(

C) within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis, and

(iii) a notice stating the proceeds realized in British Columbia, accompanied by the required fee, if any, within 30 days after the earlier of

(

A) the completion of all offerings of securities under the base shelf prospectus, and

(

B) the date that is twenty-five months after the date of filing the base shelf prospectus, or

(

d) if the prospectus relates to securities that are distributed under NI 44-103, the issuer or security holder must file

(

i) with the base PREP prospectus, an undertaking to pay the prescribed fee within 30 days after the completion of the distribution under the supplemented PREP prospectus, and

(ii) within 30 days after the completion of the distribution under the supplemented PREP prospectus, a notice stating the proceeds realized in British Columbia accompanied by the required fee.

Additional requirement relating to distributions

25 If an advance was paid as required under

section 24 (a) (i) (A), the notice filed under

section 24 (a) (ii) must be accompanied by

(

a) the amount by which the prescribed fee exceeds the advance, or

(

b) a request for a refund of the amount by which the advance exceeds the prescribed fee.

Discretionary fee reduction

26 If the commission or the executive director considers it to be in the public interest, the commission or the executive director may order that

(

a) either or both of items 22 and 23 of the table in

section 22

(

i) be varied by reducing the fee payable, or

(ii) do not apply

in respect of a person who is a representative of the media or any class of persons who are representatives of the media, or

(

b) any or all of items 25 through 28 of the table in

section 22

(

i) be varied by reducing the fees and charges payable, or

(ii) do not apply.

Incomplete or incorrect filings

27 If a record is filed with the commission, the executive director or a designated organization and the record has not been completed in accordance with the Act or this regulation, the commission, the executive director or the designated organization may return the record to the person by whom it has been filed, and a refund of the fee or any part of it paid upon the filing of the record must not be made unless the commission, the executive director or the designated organization otherwise directs.

Designated organizations

28 A designated organization that is authorized under the Registration Transfer Rules to exercise a power or perform a duty of the executive director in respect of which a fee is payable to the executive director under any of items 1, 2, 3, 4 or 7 of the table in

section 22 must collect the fee and must remit the fee to the executive director within 7 business days after the last day of the month in which the power was exercised or the duty was performed.

Members of the Mutual Fund Dealers Association

29 Until January 1, 2010, the fees prescribed for item 1 of the table in

section 22 do not apply to a person who is a member of the Mutual Fund Dealers Association of Canada.

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