OSC Notice and Request for Comment – Proposed Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and Proposed Changes to Their Companion Policies | OSC

OSC Notice and Request for Comment – Proposed Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and Proposed Changes to Their Companion Policies | OSC Skip to content Search OSC Notice and Request for Comment – Proposed Amendments to OSC Rule 13-502 Fees, OSC Rule 13-503 (Commodity Futures Act) Fees and Proposed Changes to Their Companion Policies Request for Comment Amendments to OSC Rule Changes to Companion Policy April 30, 2026 Download document Introduction The Ontario Securities Commission (the OSC , the Commission or we ) is publishing for a 90-day comment period proposed amendments (the Proposed Amendments ) to OSC Rule 13-502 Fees (the Main Fee Rule ), and to OSC Rule 13-503 ( Commodity Futures Act) Fees (the CFA Rule ), together with proposed changes to Companion Policy 13-502 Fees (the Proposed Main Fee CP Changes ), and to Companion Policy 13-503 (Commodity Futures Act) Fees (the Proposed CFA Rule CP Changes ). The Proposed Amendments, the Proposed Main Fee CP Changes and the Proposed CFA Rule CP Changes are referred to collective as the Proposed Materials . The Proposed Materials and their respective blacklines are in Annexes A to H of this Notice and Request for Comment. The timing of the Proposed Amendments aligns with the OSC’s periodic review of fees and are anticipated to become effective on April 5, 2027. The Proposed Materials are available on the Commission's website (www.osc.ca). We request comments on the Proposed Materials by July 29, 2026. Ontario’s capital markets continue to grow in diversity and complexity. The evolution of products, market participants, trading venues and transactions involving sophisticated structures and technology increasingly require more comprehensive and specialized regulatory oversight. The OSC has not comprehensively raised participation, activity and late fees collectively in over a decade. The proposed amendments are intended to address a funding gap necessary to strengthen the OSC’s long-term sustainability to fulfill its statutory mandate, including capital formation and competition, in light of a rapidly evolving capital markets landscape. Small market participants, who comprise the majority of entities regulated by the OSC, would benefit from reduced participation fees under the proposed amendments. These changes are expected to lower annual participation fees by approximately $0.5 million for issuers and registrant firms. We are also proposing to reduce the fee for filing a prospectus by approximately 21%. These reductions are intended to encourage capital formation and economic development in Ontario. Many of the largest issuers and registrant firms have historically benefitted from significant capital markets growth without an increase in fees commensurate with their market activities. The proposed amendments include an emphasis on proportionality to introduce additional fee tiers to collect higher fees from those market participants whose fees have not increased in many years despite an increase in regulatory intensity related to their activities. Fee recalibration is also necessary for crypto-asset trading platforms (CTPs). CTPs have experienced significant capital markets growth and associated benefits, while their fees have not kept pace with the increasing level and complexity of regulatory oversight required by the OSC. To address the funding gap to support our increasingly complex and evolving regulatory oversight, these amendments are estimated to increase average annual OSC revenues by $16.0 million during the period April 2027 to March 2030. The proposed amendments will: Consolidate the bottom two participation fee tiers for issuers and registrant firms { 1 }, which are estimated to result in 57% of issuers and registrant firms paying the lowest annual participation fee of $750 or less. These amendments are estimated to lower annual fees by $0.2 million. Reduce participation fee rates for small registrant firms whose Ontario specified revenues are between $0.5 million and under $1.0 million. These amendments are estimated to lower annual fees by $0.3 million. Introduce new tiers at the top level for issuers and registrant firms whose fees are disproportionately low in relation to the market growth experienced. These amendments are estimated to raise annual fees by $10.0 million. Increase some existing activity and late fees, primarily to address inflationary pressures experienced since we last updated rates. We also propose reducing certain capital raising filing fee rates by approximately 21%. These amendments are estimated to raise annual fees by $2.4 million, net of the proposed reductions. Introduce a new tier-based participation fee model and activity fees for CTPs, adding an estimated $1.2 million in annual revenues. These fees reflect the growing level of oversight in this expanding area towards investor protection and to support innovation. Increase participation fee rates and introduce new activity fees for specified regulated entities { 2 } totalling $1.1 million. CTPs are covered separately, above. Introduce an annual Consumer Price Index (CPI) adjustment to issuer and registrant firm participation fee tier thresholds and fee rates. This amendment is expected to result in an average annual revenue increase of $1.8 million, beginning approximately one year after the effective date of the fee amendments. Background The OSC is a self-funded agency that regulates Ontario’s capital markets. The OSC’s mandate is to protect investors from unfair, improper or fraudulent practices, to foster fair, efficient and competitive capital markets and confidence in the capital markets, to foster capital formation, and to contribute to the stability of the financial system and the reduction of systemic risk. The OSC funds its operations to achieve cost recovery, while ensuring appropriate reserves to safeguard against revenue shortfalls. The fee structure is designed to recover the OSC's costs to support and enable the OSC’s important five part mandate. Fees are typically re-evaluated every three years based on the anticipated operating and capital costs to be incurred over the following period and infrequent cyclical investments that occur beyond a three-year cycle. The two main types of fees charged to market participants under the Main Fee Rule are participation fees and activity fees. Participation fees are based on the cost of a broad range of regulatory services that cannot be practicably or easily attributed to individual activities or entities. Participation fees are intended to serve as a proxy for the market participants’ use of the Ontario capital markets, and to support the oversight activities completed by OSC staff { 3 }. Participation fees are calculated differently for reporting issuers, registrant firms and certain unregistered capital market participants, over-the-counter ( OTC ) derivatives market participants, specified regulated entities and designated rating organizations. Activity fees are generally charged when a document of a designated class is filed with the Commission or a request for service has been made. The set fee is typically based on an estimate of the average direct cost of Commission resources utilized in performing an activity. Fee amendments also consider balancing the achievement of various prongs of our mandate, such as supporting capital formation and competition. Activity fees are charged in connection with the following filings: prospectuses, registration applications, reports of exempt distribution, applications for discretionary relief and various other filings. The guiding principles used by the OSC when evaluating potential fee changes are as follows: Recovery of regulatory costs – fees are set to cover the costs of our regulatory work Ease of administration – fee structure strives to be simple and clear and reduce administrative burden for both the OSC and market participants Fair and proportionate fees – fee structure aims to ensure costs are allocated fairly, with participation fees representing the market participant’s use of, and benefit from, Ontario capital markets Fee predictability - fee structure aims to support fee stability and transparency by using a formula-driven structure that market participants can use to reliably forecast their regulatory costs. When reviewing fee levels, the OSC considers the existing cash position, projected level of revenue and expenses, capital spending and a targeted reserve of six months of operating expenses to guard against revenue shortfalls during market downturns or unexpected expenses. OSC revenues, particularly from participation fees, are impacted by capital market fluctuations, necessitating the need for the reserve to guard against revenue shortfalls during capital market downturns. Substance and Purpose This section provides information on fee amendments required to reflect the evolution of the regulatory landscape, requiring a recalibration of fees among market participants. Excluding the new derivatives participation fee, OSC market participants have not had a general fee rate increase in over a decade. In April 2023, the OSC introduced fee reductions that resulted in savings of approximately $5.6 million for 86% of issuers and 98% of registrant firms. The OSC is subject to sustained inflationary cost pressures similar to those we regulate – resulting in more recent annual operating deficits, which are expected to continue and grow during the fee rule cycle. We are expecting to grow modestly, with an estimated increase in operating expenses of 2.4% over the 3-year fee cycle. With a shift from hybrid work to mandatory 5 days in-office, we updated our realty cost projections as we incur significant capital investments to make our existing office space fit for purpose within our current office footprint. Projected operating and capital spend are estimated to draw down on our surplus and require an increase in overall fees by 8.6% to address projected operating deficits while aiming to maintain the six-month reserve. Our financial projections include market growth assumptions that may or may not materialize, projected to generate incremental revenues above fee rule amendments. As the OSC does not have control over most revenues, maintaining an appropriate reserve is critical to safeguard and support regulatory work should the market growth assumptions not materialize or unexpected events occur. Summary of Proposed Amendments Participation Fee Increases for Issuers and Registrant Firms The Proposed Amendments are expected to result in an estimated increase in annual OSC participation fees of approximately $9.5 million from fiscal year 2026. As capital markets grow, adjustments to the participation fee model are necessary to ensure fees remain aligned with market activity and benefits generated by market participants from their participation in Ontario’s capital markets. Accordingly, the proposed adjustments consolidate the bottom two tiers for the smallest market participants and introduce more tiers at the top for the largest issuers and registrant firms. Both capitalization and Ontario specified revenues, representing the underlying drivers of participation fees, have grown significantly over the past few years. However, additional participation fee tiers have not been added to reflect their growth, resulting in capped fees. This has created a growing imbalance between issuer and registrant firms’ size and fees paid. Over 80% of Ontario’s total capitalization resides with issuers valued at more than $25 billion, having reached the top tier for some time. The OSC is proposing to add three new tiers with higher fee rates to redistribute market capitalization ranges at the top end for the largest issuers. Under the proposal, the maximum participation fee for Class 1 and Class 2 issuers will increase from $100,500 to $331,500. Class 3B issuers maximum participation fees will increase from $33,495 to $95,500. These changes are estimated to impact approximately 4.8% of issuers (or 134) currently in the highest tiers, generating an additional $6.9 million in annual revenue. The Proposed Amendments include the creation of one additional tier for registrant participation fees, introducing higher fees for firms with Ontario specified revenues of greater than $4 billion, changing the highest fee tier from $2,037,000 to $3,055,500. The average annual impact on OSC revenues from this amendment is estimated to be $3.1 million, impacting threeregistrant firms in the highest tier. In support of streamlining and recalibrating the fee structure, combining the bottom two tiers for issuers and registrant firms will result in 57% of the population paying the lowest annual participation fees of $750 or less. In addition, we propose reducing annual fees for firms with Ontario specified revenues between $0.5 million and under $1.0 million from $3,200 to $2,000, a 37.5% decrease in fees. These amendments are expected to save small issuers and registrant firms a combined $0.5 million. Proposed Amendments to Activity and Late Fees The OSC is proposing a series of activity and late fee amendments estimated to result in an annual increase of approximately $1.5 million and $0.9 million, respectively. Most fees that are increasing are primarily due to inflationary adjustments with certain amendments to activity fees occurring due to the following: a) Exempt Market Filings The OSC proposes to increase the fee for exempt distribution filings under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and National Instrument 45-106 Prospectus Exemptions from $350 to $500. In addition to addressing inflationary pressures on OSC operations, we plan to add capacity to enhance regulatory oversight for retail exempt market activities, with consideration of the increasing regulatory complexity of the exempt market. The adjustment is projected to generate $1.4 million in additional revenue. b) Prospectus-Related Fees Proposed reductions to prospectus activity fee rates of approximately 21% for most prospectus filings to enhance Ontario’s competitiveness for capital raising are expected to produce a net reduction of $0.2 million. The listing of the proposed changes to activity fees is included below from Appendix F of the Main Fee Rule with row references from the current rule. Row Document or Activity Current Fee Proposed Fee Estimated Fee Impact A1 Preliminary or Pro Forma Prospectus in Form 41-101F1 Information Required in a Prospectus $3,800 $3,000 ($0.2 million reduction) A2 Additional fee for each technical report that supports scientific and technical information relating to a mineral project that is included in a Preliminary or Pro Forma Prospectus $2,500 $2,000 A3 Preliminary Short Form Prospectus in Form 44-101F1 Short Form Prospectus (including if shelf or PREP procedures are used) or a Registration Statement on Form F-9 or F-10 filed by an issuer that is incorporated or that is organized under the laws of Canada or a jurisdiction in Canada province or territory in connection with a distribution solely in the United States under MJDS as described in the companion policy to National Instrument 71-101 The Multijurisdictional Disclosure System . $3,800 $3,000 A4 Prospectus, fund facts document and ETF facts document filings on behalf of certain investment funds (a) Preliminary or pro forma fund facts document, or fund facts document filed in accordance with subsection 2.3(5.2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure in Form 81-101F3 Contents of Fund Facts Document , (b) Preliminary or pro forma ETF facts document, or ETF facts document filed in accordance with section 3D.1 of National Instrument 41-101 General Prospectus Requirements in Form 41-101F4 Information Required in an ETF Facts Document (c) Preliminary or pro forma prospectus in Form 41-101F2 Information Required in an Investment Fund Prospectus (other than for an ETF) or scholarship plan prospectus in Form 41-101F3 Information Required in a Scholarship Plan Prospectus Greater of $3,800 for a prospectus and $400 for each mutual fund. Greater of $3,800 for a prospectus and $650 for each ETF. Greater of $3,800 for a prospectus and $650 for an investment fund. Greater of $3,000 for a prospectus and $500 for each mutual fund. Greater of $3,000 for a prospectus and $500 for each ETF. Greater of $3,000 for a prospectus, and $500 for each investment fund. A5 Review of prospectus supplement in relation to a specified derivative (as defined in National Instrument 44-102 Shelf Distributions ). $3,800 $3,000 B2 Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement $350 $500 $1.4 million increase C4 An application under subparagraph 1(10)(a)(ii) of the Act $1,000 $1,400 $0.3 million increase C6 An application other than a pre-filing, where the discretionary relief or regulatory approval is evidenced by the issuance of a receipt for the applicants’ final prospectus (such as certain applications under National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure ). $4,800 ($7,000 two+) $5,750 ($8,400 two+) D1 An application for recognition of an exchange under section 21 of the Act $110,000 $120,000 D2 An application for exemption from the requirement to be recognized as an exchange under section 21 of the Act $83,000 $91,000 D3 An application by a marketplace that trades OTC derivatives, including swap execution facilities, for exemption from the requirement to be recognized under section 21 of the Act $20,000 $22,000 D4 An application by clearing agencies for recognition under section 21.2 of the Act $110,000 $120,000 D5 An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency not planning to have any clearing member resident in Ontario, if the clearing agency has at least one customer, as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions , resident in Ontario. $15,000 $16,500 D6 An application for exemption from the requirement to be recognized as a clearing agency under section 21.2 of the Act by a clearing agency planning to have at least one clearing member resident in Ontario. $83,000 (plus an additional fee of $100,000 in connection with an application described in any of Rows D1 to D5) $91,000 (plus an additional fee of $120,000 in connection with an application described in any of Rows D1 to D5) E1 E. Initial Filing for ATS Review of the initial Form 21-101F2 Information Statement Alternative Trading System of a new alternative trading system $55,000 $60,000 F1 F. Trade Repository Application for designation as a trade repository under section 21.2.2 of the Act $83,000 $91,000 J1 Registrant Acquisitions Notice given under section 11.9 [ Registrant acquiring a registered firm’s securities or assets ] or 11.10 [ Registered firm whose securities are acquired ] of NI 31-103 $3,600 $4,300 L1 An application, other than one described in Rows A1 to K3, for (a) relief from one section of the Act, a regulation or a rule, or (b) recognition or designation under one section of the Act, a regulation or a rule. $4,800 $5,750 L2 An application, other than one described in Rows A1 to K3, for (a) relief from two or more sections of the Act, a regulation or a rule made at the same time, or (b) recognition or designation under two or more sections of the Act, a regulation or a rule made at the same time. $7,000 $8,400 L3 An application referred to in Row L1 or L2 if none of the following is subject to, or is reasonably expected to become subject to, a participation fee under this Rule or OSC Rule 13-503 ( Commodity Futures Act ) Fees : (i) the applicant; (ii) an issuer of which the applicant is a wholly owned subsidiary; (iii) the investment fund manager of the applicant. $2,000 $2,200 L4 An application under subsection 144(1) of the Act if the application (a) reflects a merger of an exchange or clearing agency, (b) reflects an acquisition of a major part of the assets of an exchange or clearing agency, (c) involves the introduction of a new business that would significantly change the risk profile of an exchange or clearing agency, or (d) reflects a major reorganization or restructuring of an exchange or clearing agency. The amount in Row L1 or L2 is increased by $100,000 The amount in Row L1 or L2 is increased by $120,000 c) Proposed late fee filing changes Proposed amendments to increase the maximum cap on specific late fees are noted below. Type of Late Fee Current Fee and Maximum Cap Proposed Fee and Maximum Cap Incremental Impact Other Late Document Filing* $100/day ($5K/10K max) $100/day ($7K/14K max) 4 $0.4 million Insider Report Late Fee Filing $50/day ($1K max) $50/day ($1.4K max) $0.3 million Exempt Market Late Fee Filing $100/day ($5K max) $100/day ($7K max) $0.2 million Total Late Fees $0.9 million * Documents include annual financial statements and interim financial information, annual information form filed under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 81-106 Investment Fund Continuous Disclosure , Notice of Termination of Registered Individuals and Permitted Individuals, forms/documents for terms/conditions imposed on registrant or an order of the commission, Form 13-502F4 Capital Markets Participation Fee Calculation. Proposed specified regulated entities participation fees and new activity fees a) Recognized exchanges and recognized quotation and trade reporting systems – new fees, and higher fees of $0.5 million. The table below reflects updated participation fee rates applicable to recognized exchanges and recognized quotation and trade reporting systems. The tiers are driven by Canadian trading share for a specific period with the current lowest tier being up to 5% and a participation fee of $30,000. It is being proposed to reduce the lowest tier to up to 2.5% and a fee of $25,000. Fees for the remaining 5 tiers are proposed to increase to reflect the cost of oversight as fee rates have not been adjusted in over a decade. Additionally, new fees include annual participation fees for recognized exchanges with listing functions of $120,000 and for recognized exchanges without listing functions of $30,000. These fees are to capture the incremental oversight work associated with recognized exchanges. The tiers and associated fee changes are proposed as follows: Recognized exchange and recognized quotation and trade reporting system – Canadian Trading Share Current Proposed A person or company with a Canadian trading share for the specified period of: Fee A person or company with a Canadian trading share for the specified period of: Fee Less than 5% $30,000 Less than 2.5% $25,000 Greater than or equal to 5% and less than 15% $50,000 Greater than or equal to 2.5% and less than 15% $55,000 Greater than or equal to 15% and less than 25% $135,000 Greater than or equal to 15% and less than 25% $150,000 Greater than or equal to 25% and less than 50% $275,000 Greater than or equal to 25% and less than 50% $300,000 Greater than or equal to 50% and less than 75% $400,000 Greater than or equal to 50% and less than 75% $440,000 75% or more $500,000 75% or more $550,000 Recognized exchanges (with listing function) No annual fee Recognized exchanges (with listing function) $120,000 Recognized exchanges (without listing function) No annual fee Recognized exchanges (without listing function) $30,000 b) Other Specified Regulated Entities- new fees and higher fees of $0.6 million The proposal introduces new and increased participation fees across several types of regulated market entities to reflect the growing scope and intensity of regulatory oversight by the OSC. Key changes include new incremental fees of $50,000 for additional product oversight, removal of fee caps for alternative trading systems ( ATSs ), the introduction of participation fees for exempt foreign ATSs and information processors, and fee increases for other regulated entities whose fees have not changed in over a decade. Overall, the amendments are intended to better align fees with oversight activities, address regulatory gaps, and support the integrity and effective functioning of Ontario’s capital markets. Entity Category Current Fee Proposed Fee Estimated Fee Impact Participation Fee Proposals ATS – exchange-traded equity securities Lesser of: a) Recognized exchange and recognized quotation and trade reporting system participation fee less capital markets participation fee paid in respect of previous year A person or company with a Canadian trading share for the specified period of: Less than 5% - $30,000 Greater than or equal to 5% and less than 15% - $50,000 Greater than or equal to 15% and less than 25% - $135,000 Greater than or equal to 25% and less than 50% - $275,000 Greater than or equal to 50% and less than 75% - $400,000 75% or more - $500,000 And b) $17,000 Eliminate cap; fees aligned with recognized exchange participation fee A person or company with a Canadian trading share for the specified period of: Less than 2.5% - $25,000 Greater than or equal to 2.5% and less than 15% - $55,000 Greater than or equal to 15% and less than 25% - $150,000 Greater than or equal to 25% and less than 50% - $300,000 Greater than or equal to 50% and less than 75% - $440,000 75% or more - $550,000 $0.4 million ATS – unlisted debt, securities lending Lesser of: a) $30,000 less capital markets participation fee paid in respect of the previous year, and b) $8,750 Eliminate caps; fixed fee of $10,000 Exempt ATSs No annual fee New annual fee of $5,000 Information processors No annual fee New annual fee of $10,000 Other ATSs Lesser of: a) $30,000 less capital markets participation fee paid in respect of the previous year, and b) $17,000 Eliminate caps; fixed fee of $20,000 Recognized Exchange or ATS with additional products/services No incremental annual fee $50,000 Trade Repository $30,000 $33,000 Exempt Exchange $10,000 $11,000 Recognized Clearing Agencies - Services Fees ranging from $10,000 to $150,000 10% fee increase; fees ranging from $11,000 to $165,000 Clearing Agencies Exempt from Recognition under the Act Fees ranging from $7,500 to $10,000 10% fee increase; fees ranging from $8,250 to $11,000 New Activity Fee New activity fees for amendments in Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System No fee $7,500 for significant changes to Form 21-101F1 or Form 21-101F2 $3,500 for amendments to Form 21-101F1 or Form 21-101F2 $0.2 million Crypto Asset Trading Platforms When CTPs emerged, the OSC’s regulatory and fee approach was largely to rely on existing frameworks and tailor as appropriate. The fee approach was revisited in 2023, and amendments were made to reflect the additional time required on applications for the authorization of CTPs. Under the current framework, CTPs are already subject to certain fees under applicable registration categories (see Appendix A), as follows: Investment dealers and restricted dealers, CTPs pay participation fees based on their Ontario revenues under Part 3 of the Main Fee Rule. Investment dealers that are also approved as ATSs pay additional fees under Part 4 of the Main Fee Rule. Despite these requirements, the current fee structure for cost recovery does not adequately reflect the pace and complexity of developments within the crypto-asset industry nor the significant staff time spent on an ongoing basis. We are of the view that the oversight model and the associated costs must adapt to ensure proportionality, efficiency, and fairness in the context of the Canadian market. Oversight evolution of crypto asset trading platforms Over time, the regulation and oversight of CTPs have required significant staff time. Although CTPs pay participation fees, our view is that the current participation fees do not sufficiently account for the time and resources required for: Initial analysis of the regulatory regime applicable to CTPs based on the numerous types of products and services under consideration, to be offered. Ad-hoc staff engagement to review novel CTP business proposals, including products, structures, and services that are sometimes speculative business opportunities. Collaboration across the OSC, other regulators, and stakeholders to harmonize policy approaches. Development and monitoring of alternative data reporting and compliance protocols, as well as enforcement mechanisms. To some extent, regulatory work on CTP proposals is being subsidized by fees paid by non-crypto market participants. The increased resource demands are somewhat reduced when a CTP is registered as an investment dealer and is a member of the Canadian Investment Regulatory Organization ( CIRO ), as CIRO and the OSC collaborate on reviews. However, investment dealer CTPs are subject to ongoing monitoring and provide monthly and quarterly data reporting, which requires staff review and analysis. Conversely, when a CTP is a restricted dealer, the OSC is the sole regulator responsible for regulatory oversight and monitoring. Additionally, some CTPs operate or are in the process of operating an ATS under exemptive relief from marketplace rules, sometimes prior to becoming an investment dealer or being approved as an ATS. In these cases, no corresponding activity or participation fees are currently charged. Summary of the new CTP fee framework To address these challenges and ensure that the OSC has the resources necessary to conduct effective and appropriate oversight, we are proposing the introduction of participation and activity fees specific to CTPs. Under the proposed structure: Participation fees will apply annually, based on the CTPs’ operations (i.e., domestic or cross border), services and products offered, and registration category (i.e., restricted or investment dealer). Activity fees will be charged when CTPs apply for authorization to operate, reflecting the costs of initial regulatory analysis and review. This framework is designed to be more proportionate to the regulatory effort associated with ongoing oversight of CTPs, taking into account their regulatory structure, business models, products and services offered, and jurisdictional complexity of operations. The proposed participation fees incurred by CTPs are estimated to increase annual revenues by $1.0 million and $0.2 million for the proposed activity fees. These fees are distinct from existing participation fees that may be applicable under the fee rules. Tables 1 and 2 outline the proposed participation and activity fees. Table 1 – New annual participation fees incurred by CTPs under the proposed CTP fee model Tier Description Proposed Fee Tier 1 CTPs that operate a dealer platform and are CIRO Dealer Members $30,000 Tier 2 All other CTPs (i.e., restricted dealers) that operate a dealer platform $50,000 Tier 3 CTPs that operate a dealer platform and a marketplace platform and are CIRO dealer members $63,000 Tier 4 All other CTPs (i.e., restricted dealers) that operate a dealer platform and a marketplace platform $83,000 Tier 5 Participation fee applicable to CTPs that are CIRO dealer members and offer multiple crypto products or services $120,000 Tier 6 Participation fee applicable to all other CTPs (i.e., restricted dealer) that offer multiple crypto products or services $170,000 Table 2 – New activity fees incurred on application to operate CTPs Type of CTP Applicable Fee 1. New pre-filing application fee for CTPs for each initial review of documents submitted relating to a potential application from a person or company to operate a CTP and is non-refundable if registration is not pursued but otherwise is a part of the applicable activity fee $15,000 2. New registration application by a person or company to operate a CTP and will not operate a marketplace $24,500 3. New registration application by a person or company to operate a CTP and will operate a marketplace (i.e., ATS) $60,000 4. New fee for each significant or material change to a business or activity of a CTP in Form 33-109F5 Changes of Registration Information or of a Form 21-101F2 Information Statement Alternative Trading System $12,500 CPI indexation proposal for issuers and registrant firms participation fees OSC participation fee rates have generally remained unchanged in over a decade, as the costs of regulation and oversight have steadily risen due to inflationary pressures that have reduced the real value of current fee rates to sustain longer term operations. Indexation ensures fees keep pace with rising prices on an annual basis rather than introducing potentially more substantive and less frequent changes. Indexation will enhance fee predictability and strengthen long-term forecasting, providing greater clarity and stability in planning. The OSC is proposing to introduce an annual CPI adjustment to both tier thresholds and fee rates for issuers and registrant firms’ participation fees. Annual indexation allows for OSC fees to keep pace with rising costs and will be calculated using the year-over-year change in the Ontario all item CPI, as published by Statistics Canada. The CPI adjustment will take effect as of April 2028, one year after the fee rule amendments come into force. Detailed Listing of Proposed Fee Amendments The listing of the proposed fee amendments is included below with Appendix and section references from the Main Fee Rule from the current rule. Participation Fee Amendments for Issuers and Registrant Firms Stakeholders Affected Description Annual $ Registrant Firms Introducing new tier above the current maximum of $2 billion Ontario specified revenue and fee of $2,037,000 fee to a maximum of $4 billion Ontario Specified revenue and $3,055,500 fee. (Fee Rule: Appendix C) $3.1 million Registrant Firms Combine tier 1 and 2 that currently have fees of $700 and $975, both to $700. (Fee Rule: Appendix C) ($0.1 million) Registrant Firms Reduce tier 3 fees currently at $3,200 to $2,000. (Fee Rule: Appendix C) ($0.3 million) Registrant Firms Change fee for firms with no designated financial year who currently do not pay a fee to pay the minimum fee tier of $700. (Fee Rule: Part 3 Section 13(4)) $0.01 million Registrant Firms Introduce CPI Indexing commencing fiscal year 2029 on tier levels and fee rate. $0.9 million Issuers Introduce 3 new tiers above the current maximum of $25 billion market capitalization and fee of $100,500 for Class 1 & 2 and $33,495 for Class 3B to a maximum of $200 billion market capitalization and fee of $331,500 for Class 1 & 2 and $95,500 for Class 3B. (Fee Rule: Appendix A & B) $6.9 million Issuers Combine tier 1 and 2 that currently have fees of $750 and $1,000, both to $750. (Fee Rule: Appendix A & B) ($0.1 million) Issuers Introduce CPI Indexing commencing fiscal year 2029 on tier levels and fee rate. $0.9 million Participation Fee Amendments for Crypto Asset Trading Platforms Crypto Asset Trading Platforms Introduce new participation fee consisting of 6 tiers with fees between $30,000 to $170,000. (Fee Rule: Appendix D) $1.0 million Participation Fee Amendments for Specified Regulated Entities (excluding CTPs) Recognized Exchange and Recognized Quotation and Trade Reporting System Change participation fee tier 1 for recognized exchange, recognized quotation and trade reporting system from Canadian market share of 5% and fee of $30,000 to Canadian market share of 2.5% and fee of $25,000. Increase participation fee of all remaining tiers by up to 11%. (Fee Rule: Appendix D Section A1 to A6) $0.1 million Recognized Exchange Introduce additional participation fee for oversight of $120,000 for recognized exchanges that list securities and $30,000 for recognized exchanges with no listing function. (Fee Rule: Appendix D) $0.4 million Recognized Exchange or Other ATS Introduce participation fee for recognized exchange or other ATS that provide additional products and services of $50,000. (Fee Rule: Appendix D) $0.05 million Foreign Marketplace ATS Introduce participation fee for exempt foreign marketplaces that are ATSs of $5,000. (Fee Rule: Appendix D) $0.03 million Information Processors Introduce participation fee for information processors for exchange traded securities other than options and information processors for unlisted debt securities of $10,000. (Fee Rule: Appendix D) $0.02 million ATSs Remove the cap in calculation of participation fees for ATS exchange traded securities, ATS unlisted debt or securities lending, and ATS other (ex. crypto), and increase fee by 10%. (Fee Rule: Appendix D Section C) $0.2 million Recognized Clearing Agencies, Designated Trade Repositories, and Exempt Exchanges Increase participation fee by 10% for recognized clearing agencies, designated trade repositories, and exempt exchanges. (Fee Rule: Appendix D Section B, D, E, F) $0.1 million Activity Fee Amendments ATS or Recognized Exchange Introduce new activity fee for amendments to forms relates to ATS or Recognized Exchanges. $7,500 fee for amendments that is a significant change in Form 21-101F1 and Form 21-101F2. $3,500 fee for amendments that is a change to information in Form 21-101F1 and Form 21-101F2. (Fee Rule: Appendix F) $0.2 million Crypto Asset Trading Platforms Introduce new activity fee of $12,500 for each significant or material change to a business or activity for Crypto Asset Trading Platforms. (Fee Rule: Appendix F) $0.1 million Crypto Asset Trading Platforms Introduce new activity fee of $60,000 for Crypto Asset Trading Platforms applying to become an investment dealer with CIRO and marketplace platform under the Securities Act (Ontario). (Fee Rule: Appendix F) $0.06 million Crypto Asset Trading Platforms New activity fee of $24,500 for Crypto Asset Trading Platforms applying to become an investment dealer with CIRO. (Fee Rule: Appendix F) $0.02 million Exempt Market Increase in B2 filing of form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement from $350 to $500. (Fee Rule: Appendix G Section B2) $1.4 million Investment Funds and Issuers Decrease prospectus activity fees including A1, A3, and A5 from $3,800 to $3,000, decrease A2 technical information relating to a mineral project included in a preliminary or pro forma prospectus from $2,500 to $2,000, and decreasing A4(b) for ETF prospectus from $650 (minimum $3,800) to $500 (minimum $3,000) to spur prospectus activity. (Fee Rule: Appendix G, Section A) ($0.4 million) Investment Funds Increase in A4(b) from $400 (minimum $3,800) for each mutual fund to $500 (minimum $3,000) to align with ETF fee. (Fee Rule: Appendix F Section A4(b)). $0.2 million All Market Participants Increase various activity fees by 10% to 40% depending on activity and staff cost to perform activity. (Fee Rule: Appendix F, Section C4, C6, D1, D2, D3, D4, D5, D6, E1, F1, J1, L1, L2, L3, L4) $0.3 million Late Fee Amendments All Market Participants Increase the late fee from $100 per day to a maximum of $5,000 to $100 per day to a maximum of $7,000. (Fee Rule: Appendix G Section A, B, C) $0.6 million Issuers Increase the late fee for Form 55-102F2 Insider Report from $50 per day per issuer to a maximum of $1,000, to $50 per day per issuer to a maximum of $1,400. (Fee Rule: Appendix G Section D) $0.3 million Coming-into-Force The Proposed Amendments will come into force on April 5, 2027. Proposed Companion Policy Changes The Proposed Main Fee CP Changes and the Proposed CFA Rule CP Changes correspond to the Proposed Amendments to the Main Fee Rule and the CFA Rule. The purpose of the Proposed Main Fee CP Changes and Proposed CFA Rule CP Changes is to clarify the Commission's view of the application of the Proposed Amendments. Authority for the Proposed Amendments The following provision of the Securities Act (Ontario) provides the Commission with the authority to adopt the Proposed Amendments: Paragraph 43 of subsection 143(1) of the Securities Act (Ontario) authorizes the Commission to make rules prescribing fees payable to the Commission. The following provision of the Commodity Futures Act (Ontario) provides the Commission with the authority to adopt the Proposed Amendments: Paragraph 25 of subsection 65(1) of the Commodity Futures Act (Ontario) authorizes the Commission to make rules prescribing fees payable to the Commission. Alternatives Considered The Commission considered increasing existing fees across all market participants equally; however, when addressing fee increases for registrant firms and issuers, management considered it appropriate to address the disproportional benefit the largest market participants are experiencing relative to fees charged. Proportionality considerations also apply to fee increases where we are seeing additional oversight costs with certain sectors, such as CTPs and the exempt market. Unpublished Materials The Commission has not relied on any significant unpublished study, report, decision, or other written materials in putting forward the Proposed Materials. Content of Annexes The following annexes form part of this Notice: Annex A – Proposed amendments to OSC Rule 13-502 Fees Annex B – Blackline of OSC Rule 13-502 Fees showing the proposed amendments Annex C – Proposed changes to Companion Policy 13-502 Fees Annex D – Blackline of Companion Policy 13-502 Fees showing the proposed changes Annex E – Proposed amendments to OSC Rule 13-503 (Commodity Futures Act) Fees Annex F – Blackline of OSC Rule 13-503 (Commodity Futures Act) Fees showing the proposed amendments Annex G – Proposed changes to Companion Policy OSC Rule 13-503 (Commodity Futures Act) Fees Annex H – Blackline of Companion Policy OSC Rule 13-503 (Commodity Futures Act) Fees showing the proposed changes Annex I – Local Matters (Regulatory Impact Assessment) Request for Comments We welcome your comments on the Proposed Amendments. How to Provide Your Comments You must provide your comments in writing by July 29, 2026. If you are sending your comments by email, you should also send an electronic file containing the submissions using Microsoft Word. Please send your comments to the following address: The Secretary Ontario Securities Commission 22 Queen Street West 22nd Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416-593-2318 Email: [email protected] The Commission will publish written comments received unless the Commission approves a commenter's request for confidentiality or the commenter withdraws its comment before the comment's publication. Please refer your questions to: •Matthew Au Senior Accountant Corporate Finance [email protected] •Rachel Keane Senior Legal Counsel Registration, Examinations and Inspections [email protected] •Anita Chung Senior Accountant Registration, Examinations and Inspections [email protected] •Benjamin Sing Senior Accountant Investment Management [email protected] •Jenny Siu Financial Planning and Analysis Manager Finance and Administration [email protected] •Alina Bazavan Market Specialist Trading and Markets [email protected] •Brianna Sims Senior Legal Counsel Trading and Markets [email protected] •Liliana Ripandelli Senior Legal Counsel General Counsel’s Office [email protected] { 1 } Including fee paying unregistered capital markets participants who participate in Ontario’s capital markets. { 2 } Includes exchanges, clearing agencies, alternative trading systems, information processors, swap exchange facilities, self-regulatory organizations, and trade repositories. { 3 } Oversight activities include but are not limited to monitoring continuous disclosure, ensuring compliance with reporting requirements, and taking enforcement actions against misconduct. { 4 } If the firm pays a participation fee under Part 3 of OSC 13-502 Fees , or Part 2 of OSC 13-503 (Commodity Futures Act) Fees and has greater than $500 million in Ontario specified revenues, the higher maximum cap applies. 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