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pc nid 93162 Jun 11, 2026 ataylor@vixio.com Ontario Ontario Securities Commission financial services
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Ontario Securities Commission Publishes Final Amendments to Principal Distributor Model for Mutual Funds

On June 11, 2026, the Canadian Securities Administrators (CSA), the council of securities regulators across Canada's provinces and territories, published final amendments to the principal distributor model governing the distribution of mutual fund securities. The amendments aim to improve investor protection and maintain investor confidence in Canada's capital markets. A principal distributor is a dealer with an exclusive right or material competitive advantage in distributing mutual fund securities. The CSA clarified that a dealer may act as principal distributor only for mutual funds within the same mutual fund family. However, the amendments do not restrict a principal distributor's ability to also distribute mutual fund securities as a participating dealer to multiple mutual fund families, preserving existing distribution flexibility. The amendments enhance transparency requirements by mandating disclosure of principal distributor arrangements and related compensation across three key documents: the prospectus, the fund facts document, and the annual report on charges and other compensation. These disclosure enhancements ensure investors receive clear information about distributor relationships and associated fees. The CSA coordinates and harmonizes regulation across Canada's provincial and territorial securities regulators to maintain consistent capital market standards. The Ontario Securities Commission (OSC), as the securities regulator for Ontario, participates in this coordinated regulatory framework. The final amendments are now in effect, and market participants distributing mutual fund securities must comply with the new principal distributor requirements and enhanced disclosure obligations.

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Canadian Securities Administrators Publishes Final Amendments to Principal Distributor Model for Mutual Funds

On June 11, 2026, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 31-103: Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), National Instrument 81-101: Mutual Fund Prospectus Disclosure (NI 81-101), National Instrument 81-102: Investment Funds (NI 81-102), and National Instrument 81-105: Mutual Fund Sales Practices (NI 81-105). The amendments clarify that a dealer may only act as a principal distributor for mutual funds in the same mutual fund family. The amendments do not affect the ability of a principal distributor to also distribute mutual fund securities as a participating dealer to multiple mutual fund families. The amendments also enhance transparency by requiring disclosure of principal distributor arrangements and related compensation in the prospectus, fund facts document and the annual report on charges and other compensation. Final notice changes: NI 31-103 (Registration Requirements): The proposed amendments added paragraph 14.17(1)(v), requiring a principal distributor to include a footnote in the annual report on charges and other compensation (ARCC) disclosing the maximum percentage of the management fee paid by the fund manager. In response to comments, the CSA made a non‑material change to clarify that the disclosure must be based on the arrangement between the principal distributor and the manager. The amendments to NI 31-103 come into force on January 1, 2027, with a 24‑month transition period. The changes to Companion Policy 31-103CP also take effect on January 1, 2027. NI 81-101 (Mutual Fund Prospectus Disclosure): The proposed amendments require the simplified prospectus and Fund Facts to disclose the principal distributor’s exclusive right or material competitive advantage and the maximum percentage of the management fee paid to the principal distributor. The CSA adopted these amendments as proposed. They come into force on October 1, 2026, with a 24‑month transition period. NI 81-102 (Investment Funds): The proposed amendments add section 10.2.1, which prohibits a manager from charging a redemption fee based on the sales charge option, effectively banning DSC options for principal distributors. The CSA adopted this amendment as proposed. It comes into force on October 1, 2026, with no transition period. However, section 10.2.1 does not apply to a fee charged under a fee arrangement that existed before June 1, 2022, and the fee arrangement is still in effect. The changes to Companion Policy 81-102CP also take effect on October 1, 2026. NI 81-105 (Mutual Fund Sales Practices): The proposed amendments add section 2.4, limiting a principal distributor to a single mutual fund family, and subsection 4.2(0.1), prohibiting incentives to representatives to recommend one fund over another within the same family. The CSA also repealed section 7.1 (commission rebates for DSC redemptions). The CSA adopted these amendments as proposed. They come into force on October 1, 2026, with a 24‑month transition period. The changes to Companion Policy 81-105CP also take effect on October 1, 2026.