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Waiver Request for SEDI Late Fees

When to use

You have received a SEDI late fee invoice/notice and feel you have a valid reason to have the late fee waived.

Information to Review Before Submitting a Waiver Request

Waiver requests for late fees for insider reports will generally NOT be granted for the following reasons:

insiders or agents who misunderstand the five day reporting requirement (e.g., reporting within five business days rather than five calendar days)
delays caused by vacations or business trips
miscommunication between the insider and their agent or broker (e.g., failure of a broker to provide the insider with the details of a trade)
negligence of filing agents or
unfamiliarity with the legal obligations of an insider. Insiders have a legal obligation to file an insider report within five days of any change in their holdings (unless an exemption is available). Note, until October 31, 2010, the legal obligation is to report within 10 days.

Ontario:

Reference: The insider reporting section of OSC Staff Notice 51-706 Corporate Finance Branch Report contains guidelines for insider reporting and common filing errors. See Staff Notices dated October 27, 2006 and November 1, 2007 which provide guidance regarding late fee waiver applications and waiver criteria

Quebec:

Reference: Staff Notice, December 16th, 2005, (B.A.M.F., Vol. II, No 50, Security Section)

Waiver Request Process

Steps to request a waiver of a SEDI late fee (notice) follow:

Alberta:

Step	Action
1	E-mail the ASC at: sedarplus@asc.ca Include the insider’s name, the issuer’s name, and invoice number and provide an explanation of why you feel the fees should be waived. If the reason for the late filing is due to a typing error, amend the transaction on SEDI first and then request the waiver. Click here for steps to amend the details of the transaction.
2	Do not pay any fees until you receive a decision. No interest or penalty is charged pending the decision.
3	You will receive a response by e-mail of the ASC’s decision.

Manitoba:

Step	Action
1	E-mail the MSC at the e-mail address indicated on the invoice or securities@gov.mb.ca Include the Insider’s Name, the Invoice Number, and an explanation of why you feel the fees should be adjusted or waived. If the reason for the late filing is due to an inputting error, amend the transaction on SEDI first and then request the adjustment or waiver. Provide an explanation of why you feel the fees should be waived. If the reason for the late filing is due to a typing error, amend the transaction on SEDI first and then request the waiver. Include a statement requesting confidentiality of your waiver request. If this is not done, this information will be made public upon request.
2	Do not pay any fees until you receive a decision. No interest or penalty is charged pending the decision.
3	You will receive a response by e-mail of the MSC’s decision.

Note: It may take up to 15 business days to receive a decision

Quebec:

Step	Action
1	Provide an explanation in writing within 15 business days after receiving the notice and include any documents you deem relevant for your case. Include the notice reference number and send the information by email at inities@lautorite.qc.ca.
2	Payment is due upon receiving the administrative monetary penalty decision. No interest or penalty is charged pending the decision.
3	Application for review (s.321 of Security Act). After receiving the decision of the imposition of a penalty, you can apply for a review to the Autorité des marchés financiers by email at inities@lautorite.qc.ca. A review file is opened only if you are able to submit any new developments related to the penalty that has not been previously brought to the Autorité des marchés financiers’ attention after the reception of the notice of penalty. Application for review (s. 322 of Security Act). Within 30 days from the reception of the decision of the imposition a penalty, you can apply for a review of the decision by the Tribunal administratif des marchés financiers (TMF). The 30-day deadline is mandatory. Contact information for the TMF is available at www.tmf.gouv.qc.ca.

For insiders of Ontario reporting issuers whose Principal Regulator of the issuer is Ontario or a jurisdiction other than British Columbia, Alberta, Manitoba or Quebec:

Step

Action

E-mail the OSC at: sedilatefees@osc.gov.on.ca

Include the insider’s name, the issuer’s name and invoice number and provide an explanation of why you feel the fees should be waived. If the reason for the late filing is due to a typing error, amend the transaction on SEDI first and then request the waiver. Click here for steps to amend the details of the transaction.

You will receive an automatic response letting you know your e-mail has been received.

Include a statement requesting confidentiality of your waiver request. If this is not done, this information will be made public upon request.

Do not pay any fees until you receive a decision. No interest or penalty is charged pending the decision.

Note: It may take up to 15 - 25 business days to receive a decision depending on volume and complexity of the request.