In the context of the coronavirus disease 2019 (“COVID-19”) outbreak, which was declared a pandemic by the World Health Organization earlier in March, the Canadian Securities Administrators issued a news release on March 23, 2020 to announce that each regulator has published local harmonized blanket orders (the “Blanket Orders”) that provide, under certain conditions, a 45-day extension for periodic filings, sending or delivery requirements normally required to be made by market participants between March 23, 2020 and June 1, 2020. The two following Blanket Orders are aimed, among others, towards investment fund managers (“IFM”):
• Temporary exemption from certain financial statements and information delivery requirements for registrants and unregistered capital markets participants (the “Registration Order”); and
• Extension of certain filing, sending, delivery and prospectus renewal requirements of investment funds (the “Investment Fund Order”).
REGISTRATION ORDER
The Registration Order is specifically intended for registered dealers, registered advisers, registered IFM (each a “Registered Firm” and collectively, “Registered Firms”) and unregistered capital market participants and aimed at temporarily exempt a Registered Firm from the delivery deadlines of the following documents required under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”), provided that such documents are delivered to their principal regulator no later than 45 days following the current delivery deadlines.
Québec, Ontario, British-Columbia and Alberta (the “4 jurisdictions”) |
|
Dealer |
s. 12.12(1)&(2) NI 31-103 |
When investment dealer is a member of IIROC and is registered as an investment fund manager
s. 12.14(4)(b)&(c) NI 31-103 |
|
Adviser |
s. 12.13 NI 31-103 |
IFM |
s. 12.14(1)&(2) NI 31-103 |
MFD |
When MFD is a member of MFDA and is registered as an exempt market dealer or scholarship plan dealer
s. 12.12(2.1)(b)&(c) NI 31-103 |
When MFD is a member of MFDA and is registered as an investment fund manager
s. 12.14(5)(b)&(c) |
|
Québec only |
|
MFD |
When MFD is only registered in Québec and is only registered as MFD
s. 12.12(4)&(5) of NI 31-103 |
Dealer, Adviser and IFM |
When registered under the Securities Act (QC)
s. 271.5(3.1) of Securities Regulation (QC) |
Dealer or Adviser (Derivatives) |
When registered under the Derivatives Act (QC)
s. 12.12(1)&(2) &12.13 31-1103 |
When registered under the Derivatives Act (QC)
s. 5(4) of the Tariffs for costs and fees payable in respect of derivatives. |
|
Ontario only |
|
Adviser (Commodity, futures) |
s. 15(1) of the CFA General Regulation |
Registered Firms or Unregistered Capital Markets Participant |
When specified Ontario revenues for a previous financial year has been estimated:
s. 3.2(2) of Rule 13-502 |
Commodity Trading Managers |
When specified Ontario revenues for a previous financial year has been estimated:
s. 2.3(2) of Rule 13-503 |
Alberta Only |
|
Restricted Dealers |
s. 1(b)(ii) and 1(b)(iv) of the exemption order applicable to each Restricted Dealers |
INVESTMENT FUND ORDER
The Investment Fund Order allows any investment fund that is required to make a filing, sending or delivery in accordance with certain securities regulation requirements during the period from March 23, 2020 to June 1, 2020 to benefit from an additional 45 days from the deadline otherwise applicable to file, send or deliver the document, provided that specific terms and conditions are met.
Terms & Conditions
In order to benefit from this order, an investment fund shall meet the following terms and conditions:
• as soon as reasonably practicable and in advance of its filing or delivery deadline :
• notify the appropriate regulator by email stating that it is relying on this order and each applicable requirement for which it is relying on this order; and
• post a statement on its public website, or the public website of its investment fund manager, stating that the investment fund is relying on this order and each applicable requirement for which it is relying on this order
• the investment fund files, sends or delivers all documents for which it is relying on an exemption under this order no later than 45 days after filing, sending or delivery deadlines.
An investment fund which meet the specific terms and conditions can postpone the following filing, sending and delivery requirements :
All 4 Jurisdictions |
|
Investment Fund |
If a prospectus has a lapse date between March 23, 2020 and June 1, 2020, the investment fund can postpone its prospectus lapse date 45 days later. s. 2.5 of NI 81-101 & 17.2 of NI 41-101 |
s. 2.2 of NI 81-106 |
|
s. 2.4 of NI 81-106 |
|
s. 9.3 of NI 81-106 |
|
When investment fund is not a scholarship plan
s. 4.2 of NI 81-106 |
|
s. 5.1(2) of NI 81-106 |
|
s. 5.2(5) & 5.3(3) of NI 81-106 |
|
s. 5.4 of NI 81-106 |
|
Mutual Fund |
When mutual fund is not an ETF that is not in continuous distribution and that does not have a principal distributor
s. 12.1 of NI 81-102 |
When mutual fund is not a reporting issuer[1]
s. 2.11 of NI 81-106 |
|
IRC |
s. 4.4 of NI 81-107 |
Custodian |
s. 14.6(3) of NI 41-101 & 6.7(3) of NI 81-102 |
Scholarship Plan |
s. 4.3 of NI 81-106 |
Labour sponsored or venture capital fund |
s. 8.2(c) of NI 81-106 |
Should you have any question on the foregoing or need assistance in determining if the Blanket Orders are applicable to any specific situation, feel free to contact any member of our Investment Management team.
Registration Order
AMF (French version only)
OSC
BCSC
https://www.bcsc.bc.ca/Securities_Law/Policies/Policy3/PDF/32-526__BCI___March_23__2020/
ASC
Investment Fund Order
AMF (French version only)
OSC
BCSC
https://www.bcsc.bc.ca/Securities_Law/Policies/Policy8/PDF/81-519__BCI___March_23__2020/
ASC
[1] In Alberta and British Columbia NI 81-106 Investment Fund Continuous Disclosure (“NI 81-106”) does not apply to a mutual fund that is not a reporting issuer pursuant to section 1.2(2) of NI 81-106.