BCN 2004/33 - Publication for Comment of Proposed Fee Schedule for the New Securities Act [BCN - Lapsed]

We are publishing for comment the proposed fee schedule for the new Securities Act, which received royal assent on May 13, 2004. We expect the government to bring the Act into force in November 2004. We are seeking your comment on the fee schedule before we seek government approval later this year.

The proposed fee schedule has been amended to make it consistent with the new Act and rules while having minimal effect on fees payable. Most of the changes do not affect the actual fee amounts but only the references to provisions of the Act or rules.
For some fees, we have to make more significant changes because of substantive changes in the Act or rules that affect the basis for the fees. The most significant proposed changes are:

• Each registered firm would have to pay a fee based on the number of representatives it has (see proposed fees 2(c) and 4(c)). The current fees are imposed on individual representatives directly. This change is made because the proposed new rules would exempt from registration the individual representatives of firms.
• An issuer would pay a fee for each CMA offering under the new legislation (see proposed fee 10(b) and 13(c)). The amount of the fee would be the same as the current percentage-of-proceeds fee for prospectus distributions plus the current fee for filing technical or information reports with a prospectus. This new fee would replace the current prospectus fee for offerings done under the new CMA system. An issuer that files a prospectus in British Columbia for a national offering would still pay the current prospectus fee.
• An issuer that files a prospectus under section 121(3) of the Rules after failing to file a required AIF would pay a new fee of $3500 (see proposed fee 6(c)). Currently a reactivating issuer would apply to revoke a cease trade order and pay a fee of $2500 plus, in some cases, a prospectus filing fee of $2500.

The proposed fee schedule does not cover refunds. We will on our website publish a refunds policy that will be more informative than the refund provision in the current regulation.

Removal of exemption for MFDA members
Section 29 of the current Securities Regulation provides a temporary exemption for members of the Mutual Fund Dealers Association for registering as a dealer. The purpose of this temporary fee reduction was to offset the higher fees the MFDA charged its members to repay the financing it required to cover startup costs. The current exemption was to last for 8 years from when it was introduced in January 2002, as the MFDA anticipated it would take 8 years to repay its startup costs. As the MFDA has now paid off its startup financing earlier than anticipated, the purpose of the fee exemption has been met. The proposed fee schedule would eliminate this temporary exemption and require MFDA members to pay the same registration fees as other registrants.

Comments
You can deliver comment letters in hard copy, by fax or by e-mail. Please address your submission to:

Brenda J. Benham
Project Head, New Legislation Project
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Fax: (604) 899-6506
bbenham@bcsc.bc.ca

All comments received by September 15 will be considered.

Your comment letter will be part of the public record, unless you request confidentiality. If you request confidentiality, we will not put your letter in the public file, but we might still have to disclose it if someone makes a request under freedom of information legislation.

If you have any questions, please contact:

John Hinze
Chief Financial Officer
(604) 899-6510
jhinze@bcsc.bc.ca


August 6, 2004




Douglas M. Hyndman
Chair

This Notice may refer to other documents. These documents can be found at the BC Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical Documents database.

1. Unless otherwise prescribed, for a matter described in Column 1, the commission must be paid the fee prescribed in Column 1 or Column 2:

Item	Column 1	Column 2
1	(a) For filing an application for registration as an investment dealer, mutual fund dealer or restricted dealer	$2500
	(b) In addition to the amount set out in paragraph (a), for each branch office of the applicant in British Columbia if more than 3 representatives will carry on business there if registration is granted	$50
2	Annual fees payable by December 31 by each investment dealer, mutual fund dealer or restricted dealer (a) base fee	$2500
	(b) for each branch office of the dealer in British Columbia if more than 3 representatives carry on business there, and	$50
	(c) for each representative of the firm in the list provided under section 37 of the rules	$250
3	(a) For filing an application for registration as a registered adviser	$1500
	(b) In addition to the amount set out in paragraph (a), for each branch office of the applicant in British Columbia if more than 3 representatives will carry on business there if registration is granted	$50
4	Annual fees payable by December 31 by each registered adviser (a) base fee	$1500
	(b) for each branch office of the registered adviser in British Columbia if more than 3 representatives carry on business there, and	$50
	(c) for each representative of the firm in the list provided under section 37 of the rules	$250
5	For each day that the financial statements of a registrant have not been filed as required, unless the commission has exempted in writing the registrant from the requirement to file financial statements	$100
6	(a) Subject to paragraphs (b) and (c), for filing a draft prospectus, or a preliminary prospectus, pro forma prospectus or equivalent document prepared under the requirements of another jurisdiction if the offering is also being conducted in British Columbia	$2500
	(b) For filing a preliminary or pro forma prospectus for a mutual fund	$1500
	(c) For filing a draft prospectus under section 121(3) of the rules.	$3500
7	For filing a prospectus under the Act, or under the requirements of another jurisdiction if the offering is also being conducted in British Columbia, 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 from the offering under the prospectus to purchasers in British Columbia exceeds the aggregate of the fees paid under item 6, which amount must be paid in accordance with section 2
8	For filing an annual information form by an issuer other than a mutual fund	$1000
9	For filing an amendment to a document referred to in item 6, 7 or 8	$250
10	For filing a technical or engineering report with
	(a) a prospectus under the Act, or under the requirements of another jurisdiction if the offering is also being conducted in British Columbia, or with an amendment to the prospectus	$500
	(b) a news release under section 115 of the rules	$500
	(c) an annual information form	$500
	(d) an application to revoke or vary under section 157 of the Act, a cease trade order issued under section 44 of the Act	$500
11	For filing a rights offering memorandum or circular prepared under the requirements of another jurisdiction if the offering is also being conducted in British Columbia	$500
12	For filing an application or other document that requires a decision by the commission under the Act or the rules, if no other fee for that filing is prescribed	$750
13	For filing a report of sales of securities under sections 112, 113 or 116 of the rules, section 3(2) of BC Instrument 81-509 or the terms of an exemption order under section 151 of the Act
	(a) for sales made under the terms of an exemption order or an exemption in the rules, the greater of
	(i) $100, or (ii) 0.03% or, in the case of a money market fund, 0.01%, of the proceeds realized from, or the value of the property acquired on, the sale of the securities to purchasers in British Columbia
	(b) for sales made under the exemption in section 3(1) of BC Instrument 81-509, 0.01% of either (i) the total dollar value of securities distributed by the fund during the calendar year to purchasers in British Columbia, excluding assets transferred into the fund from another fund that trades its securities under section 3(1) of BCI 81-509 and has the the same adviser, or (ii) the total dollar value of securities distributed by the fund during the calendar year to purchasers in British Columbia , and
	(c) for sales made by public issuers under the exemption in section 18(3) of the Act, an amount equal to 0.02% of the proceeds realized from the sale of the securities to purchasers in British Columbia
14	For filing an annual financial statement under section 124 of the rules, section 8 of BC Instrument 81-509 or National Instrument 81-106, 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 has ordered, in respect of the failure to file, that trading in the securities of the issuer cease	$1100
15	For filing an interim financial statement under section 126 of the rules, section 10 of BC Instrument 81-509 or National Instrument 81-106, 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 has ordered, in respect of the failure to file, that trading in the securities of the issuer cease	$500
16	For filing a report required under section 25 or 26 of the Act, if the report is filed
	(a) within the prescribed time period	No fee
	(b) outside the prescribed time period	$50
17	For filing a take over bid circular or issuer bid circular under BC Instrument 62-502	$750
18	For an on-site search of a paper file	$6
	(a) by a representative of the media as defined in section 3	No fee
	(b) by a person other than a representative of the media	$6
19	For a copy of a record in the public file of the commission, for each page	$0.50
	(a) by a representative of the media as defined in section 3	No fee
	(b) by a person other than a representative of the media	$6
20	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	$1
21	The fees and charges for the costs of or related to a compliance review under section 42 or 43 of the Act are an amount not exceeding
	(a) $100 per hour for each person for time spent by the commission
	(b) the amount paid by the commission to another person for the compliance review, to a maximum of $2 000 for each day of the compliance review
	(c) disbursements incurred by the commission
22	Under section 62 of the Act, the fees and charges for the costs of or related to an investigation are an amount not exceeding
	(a) $100 per hour for each person for time spent by the commission
	(b) the amount paid by the commission to another person for the investigation, to a maximum of $2 000 for each day of the investigation
	(c) disbursements incurred by the commission
23	Under section 62 of the Act, the fees and charges for the costs of or related to a hearing are an amount not exceeding
	(a) $2 000 for each day or partial day of hearing
	(b) $100 per hour for each person for time spent by the commission
	(c) disbursements incurred by the commission
	(d) fees paid to an expert or witness, to a maximum of $600 per hour for each person involved
	(e) disbursements 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

Fee calculation and filing requirements relating to offerings

2. (1) In this section:

(a) “MTN Program” has the meaning in Multilateral Instrument 44-102,

(b) “PREP prospectus” means a base PREP prospectus or a supplemental PREP prospectus as those terms are defined in Multilateral Instrument 44-103.

(2) For the purpose of the fee payable under item 7 of the table in section 1,

(a) subject to paragraphs (c) and (d), if the prospectus relates to securities that are not offered continuously, the seller must, not more than 30 days after completion of the offering, file a notice of the proceeds realized from the offering to purchasers in British Columbia, together with the fee,

(b) subject to paragraphs (c) and (d), if the prospectus relates to securities that are offered continuously, the seller must file a notice of the proceeds realized from the offering to purchasers in British Columbia, together with the fee,

(i) if a new prospectus relating to the securities is filed, on the date the new prospectus is filed, or

(ii) if a new prospectus relating to the securities is not filed, on the 10th day after the lapse date of the prospectus,

(c) if the prospectus relates to securities that are offered under Multilateral Instrument 44-102, the seller must file

(i) a notice of the proceeds realized from the offering to purchasers in British Columbia, together with the fee

(A) not more than 5 business days after the end of each month for the securities sold during that month, for securities offered continuously other than through an MTN program,

(B) together with the monthly filing of pricing supplements, for securities offered continuously through an MTN program, or

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

(ii) a notice of the proceeds realized from the offering to purchasers in British Columbia, together with the fee, if any, within 30 days after the earlier of

(A) the completion of all offerings 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 offered under Multilateral Instrument 44-103, the seller must file, within 30 days after completion of the offering under the supplemented PREP prospectus, a notice of the proceeds realized from the offering to purchasers in British Columbia, together with the fee.

Definition of media

3. For the purpose of items 18 and 19 of the table in section 1, media includes

(a) a newspaper, magazine, radio or television station, or other medium of mass communication

(b) a news service, network or other affiliation of media referred to in paragraph (a)