Skip to main content
This website uses cookies. By continuing to use this website you are agreeing to our use of cookies as described in our privacy policy.
Bulletin | Covid-19

Canadian Securities Regulators Publish Blanket Orders for Market Participants Due to COVID-19

Fasken
Reading Time 7 minute read
Subscribe

Investment Management Bulletin

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

  • annual financial statements
  • interim financial information
  • completed Forms 31-103F1 Calculation of Excess Working Capital (“Form 31-103F1”)

s. 12.12(1)&(2) NI 31-103

When investment dealer is a member of IIROC and is registered as an investment fund manager

  • completed IIROC Forms 1 Joint Regulatory Financial Questionnaire and Report

s. 12.14(4)(b)&(c) NI 31-103

Adviser

  • annual financial statements
  • completed Form 31-103F1

s. 12.13 NI 31-103

IFM

  • annual financial statements
  • interim financial information
  • completed Forms 31-103F1
  • completed Forms 31-103F4 Net Asset Value Adjustments

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

  • completed MFDA Forms 1 MFDA Financial Questionnaire and Report (“MFDA Form 1”)

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

  • completed MFDA Forms 1

s. 12.14(5)(b)&(c)

Québec only

MFD

When MFD is only registered in Québec and is only registered as MFD

  • Monthly Report on Net Free Capital provided in Appendix I of the Regulation respecting the trust accounts and financial resources of securities firms approved under Order-in-Council no. 1123-99 dated September 29, 1999, as that Appendix read on September 27, 2009

s. 12.12(4)&(5) of NI 31-103

Dealer, Adviser and IFM

When registered under the Securities Act (QC)

  • payment of certain fees

s. 271.5(3.1) of Securities Regulation (QC)

Dealer or Adviser (Derivatives)

When registered under the Derivatives Act (QC)

  • annual financial statements
  • interim financial information
  • completed Forms 31-103F1

s. 12.12(1)&(2) &12.13 31-1103

When registered under the Derivatives Act (QC)

  • payment of certain fees

s. 5(4) of the Tariffs for costs and fees payable in respect of derivatives.

Ontario only

Adviser (Commodity, futures)

  • audited financial statements

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:

  • calculation of specified Ontario revenues
  • determination of its participation fee shown in Appendix B of OSC Rule 13-502 Fees (“Rule 13-502”) opposite the specified Ontario revenues
  • if the participation fee determined under the above paragraph exceeds the participation fee paid under subsection 3.2(1) of Rule 13-502, payment of the balance owing and filing a completed Adjusted Form 13-502F4 Capital Markets Participation Fee Calculation and Form 13-502F5 Adjustment of Fee for Registrant Firms and Unregistered Exempt International Firms via the OSC electronic filing portal.

s. 3.2(2) of Rule 13-502

Commodity Trading Managers

When specified Ontario revenues for a previous financial year has been estimated:

  • calculation of specified Ontario revenues
  • determination of its participation fee shown in Appendix A of OSC Rule 13-503 (Commodity Futures Act) Fees (“Rule 13-503”) opposite the specified Ontario revenues
  • if the participation fee determined under the above paragraph exceeds the participation fee paid under subsection 2.3(1) of Rule 13-503, payment of the balance owing and filing of a completed Form 13-503F1 (Commodity Futures Act) - Participation Fee Calculation and Form 13-503F2 Adjustment of Fee Payment.

s. 2.3(2) of Rule 13-503

Alberta Only

Restricted Dealers

  • annual financial information
  • completed Forms 31-103F1
  • Form 1-FR-IB with annual and interim financial information

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

  • annual financial statements
  • auditor’s report

s. 2.2 of NI 81-106

  • interim financial statements

s. 2.4 of NI 81-106

  • annual information form

s. 9.3 of NI 81-106

When investment fund is not a scholarship plan

  • annual management report of fund performance for each financial year
  • interim management report of fund performance for each interim period at the same time that it files its annual financial statements or its interim financial statements for that financial period

s. 4.2 of NI 81-106

  • send to each securityholder the annual financial statements, interim financial statements, and the related management report on fund performance

s. 5.1(2) of NI 81-106

  • send annually to each securityholder a request form that they may use to instruct the investment fund as to which of the documents the securityholder wishes to receive

s. 5.2(5) & 5.3(3) of NI 81-106

  • send a copy of the document requested by each securityholder

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

  • complete and file a compliance report

s. 12.1 of NI 81-102

When mutual fund is not a reporting issuer[1]

  • provide notice to the regulator of reliance on exemption to file its financial statements

s. 2.11 of NI 81-106

IRC

  • report to securityholders of the investment fund that describes the IRC and its activities for the financial year.

s. 4.4 of NI 81-107

Custodian

  • deliver custodian compliance reports

s. 14.6(3) of NI 41-101 & 6.7(3) of NI 81-102

Scholarship Plan

  • Annual management report of fund performance at the same time as it files its annual financial statements

s. 4.3 of NI 81-106

Labour sponsored or venture capital fund

  • independent valuation with the filing of its annual financial statements

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)

https://lautorite.qc.ca/fileadmin/lautorite/reglementation/decision-2020-PDG-0022-personnes-inscrites-covid19.pdf

OSC

https://www.osc.gov.on.ca/documents/en/Securities-Category3/sn_20200323_31-510_general-order-temporary-exemption-certain-financial-statement.pdf

BCSC

https://www.bcsc.bc.ca/Securities_Law/Policies/Policy3/PDF/32-526__BCI___March_23__2020/

ASC

https://www.albertasecurities.com/Securities-Law-and-Policy/-/media/630051DF635D4F5493622F8C1132BA73.ashx

Investment Fund Order

AMF (French version only)

https://lautorite.qc.ca/fileadmin/lautorite/reglementation/decision-2020-PDG-0024-fonds-investissement-covid19.pdf

OSC

https://www.osc.gov.on.ca/documents/en/Securities-Category8/rule_20200323_81-503_general-order-extension-investment-funds.pdf

BCSC

https://www.bcsc.bc.ca/Securities_Law/Policies/Policy8/PDF/81-519__BCI___March_23__2020/

ASC

https://www.albertasecurities.com/Securities-Law-and-Policy/-/media/E13BF51E3503411280AC4932358498B3.ashx

 



[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.

    Subscribe

    Receive email updates from our team

    Subscribe