The Canadian Securities Administrators (CSA) published on March 23, 2020 temporary blanket relief for market participants from certain regulatory filings as a result of the COVID-19 pandemic.
The blanket relief comes into effect immediately and covers a laundry list of filing, delivery, and other requirements applicable to market participants. The relief provides a 45-day extension to certain filing, delivery, and other requirements otherwise due during the period from March 23, 2020 to June 1, 2020. Investment fund managers, advisers, and dealers must also comply with the conditions in the blanket relief in order to rely on the extension.
The CSA has advised that it will continue to monitor the situation and be flexible during this extraordinary time. We will keep you updated as the situation develops.
Summarized in the table below are the key filing deadlines applicable to investment fund managers, advisers, and dealers. This summary is not complete and does not include all matters covered by the blanket relief. Please refer to the CSA website for additional details on the blanket relief orders published.
|
|
Requirement |
Original Deadline1 |
New Deadline1 |
Section Reference |
|---|---|---|---|---|
Investment Funds |
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Investment funds subject to NI 81-1062 |
Filing and sending of annual financial statements and auditor’s report |
90 days after financial year end |
135 days after financial year end |
Section 2.2 and Section 5.1(2) of NI 81-106 |
|
Filing and sending of interim financial statements |
60 days after end of the applicable interim period |
105 days after end of the applicable interim period |
Section 2.4 and Section 5.1(2) of NI 81-106 |
|
|
Filing and sending of annual management report of fund performance (MRFP) |
90 days after financial year end |
135 days after financial year end |
Section 4.23 and Section 5.1(2) of NI 81-106 |
|
|
Filing and sending of interim management report of fund performance (MRFP) |
60 days after end of the applicable interim period |
105 days after end of the applicable interim period |
Section 4.23 and Section 5.1(2) of NI 81-106 |
|
|
Sending of annual securityholder document request form |
Applicable deadline will vary; form must be sent on an annual basis |
Applicable deadline, plus 45 days |
Section 5.2(5) or Section 5.3(3) of NI 81-106 |
|
|
Fulfilment of a securityholder request to send financial statements and/or management reports of fund performance (MRFPs) |
Later of the filing deadline for the requested document and 10 calendar days after the fund receives the request |
Applicable deadline, plus 45 days |
Section 5.4 of NI 81-106 |
|
|
Filing of annual information form (AIF) |
90 days after financial year end |
135 days after financial year end |
Section 9.3 of NI 81-106 |
|
Mutual funds subject to NI 81-106 that are not reporting issuers |
Notice of reliance on the section 2.11 exemption to file financial statements |
Should be filed prior to the filing deadline that would otherwise apply under Section 2.1 or Section 2.3, as applicable, of NI 81-106 |
Applicable deadline, plus 45 days |
Section 2.11 of NI 81-106 |
Labour sponsored or venture capital funds subject to NI 81-106 |
Filing of independent valuation with the filing of its annual financial statements |
90 days after financial year end |
135 days after financial year end |
Section 8.2(c) of NI 81-106 |
Investment funds subject to NI 41-1014 or NI 81-1025 |
Delivery of custodian compliance report |
30 days after the filing of annual financial statements of the fund |
75 days after the filing of annual financial statements of the fund |
Section 14.6(3) of NI 41-101 or Section 6.7(3) of NI 81-102 |
Mutual funds subject to NI 81-102 that do not have a principal distributor6 |
Filing of annual compliance report |
140 days after financial year end |
185 days after financial year end |
Section 12.1 of NI 81-102 |
Investment funds subject to NI 81-1077 |
Filing, sending, and other requirements applicable to the Independent Review Committee’s (IRC) report to securityholders |
As soon as practicable upon the filing of the fund’s annual financial statements |
Applicable deadline, plus 45 days |
Section 4.4 of NI 81-107 |
Certain investment funds offered by way of prospectus |
Deadlines applicable to continuing the distribution of securities for a further 12 months after the lapse date |
Applicable deadline(s) will vary depending on lapse date |
Applicable deadline(s), plus 45 days |
Section 62 of the Securities Act (Ontario) |
Registered Dealers |
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All dealers |
Delivery of annual financial statements and Form 31-103F1 – Calculation of Excess Working Capital |
90 days after financial year end |
135 days after financial year end |
Section 12.12(1) of NI 31-1038 |
|
Delivery of interim financial information and Form 31-103F1 – Calculation of Excess Working Capital |
30 days after end of the applicable interim period |
75 days after end of the applicable interim period |
Section 12.12(2) of NI 31-1039 |
|
Investment dealers that are members of IIROC10 and registered as investment fund managers |
Delivery of IIROC Form 1 – Joint Regulatory Financial Questionnaire and Report |
90 days after financial year end or 30 days after end of the applicable interim period, as applicable |
135 days after financial year end or 75 days after end of the applicable interim period, as applicable |
Section 12.14(4)(b) and Section 12.14(4)(c) of NI 31-103 |
Mutual fund dealers that are members of the MFDA11 and registered as exempt market dealers (EMDs) or scholarship plan dealers |
Delivery of MFDA Form 1 – MFDA Financial Questionnaire and Report |
90 days after financial year end or 30 days after end of the applicable interim period, as applicable |
135 days after financial year end or 75 days after end of the applicable interim period, as applicable |
Section 12.12(2.1)(b) and Section 12.12(2.1)(c) of NI 31-103 |
Mutual fund dealers that are members of the MFDA and registered as investment fund managers |
Delivery of MFDA Form 1 – MFDA Financial Questionnaire and Report |
90 days after financial year end or 30 days after end of the applicable interim period, as applicable |
135 days after financial year end or 75 days after end of the applicable interim period, as applicable |
Section 12.14(5)(b) and Section 12.14(5)(c) of NI 31-103 |
Advisers |
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All registered advisers |
Delivery of annual financial statements and Form 31-103F1 – Calculation of Excess Working Capital |
90 days after financial year end |
135 days after financial year end |
Section 12.13 of NI 31-103 |
Advisers referred to in Section 15 of Regulation 90 made under the Commodity Futures Act |
Delivery of audited financial statements |
90 days after financial year end |
135 days after financial year end |
Section 15(1) of Regulation 90 made under the Commodity Futures Act |
Registered Investment Fund Managers |
||||
All investment fund managers |
Delivery of annual financial statements, Form 31-103F1 – Calculation of Excess Working Capital, and Form 31-103F4 – Net Asset Value Adjustments |
90 days after financial year end |
135 days after financial year end |
Section 12.14(1) of NI 31-103 |
|
Delivery of interim financial information, Form 31-103F1 – Calculation of Excess Working Capital, and Form 31-103F4 – Net Asset Value Adjustments |
30 days after end of the applicable interim period |
75 days after end of the applicable interim period |
Section 12.14(2) of NI 31-103 |
|
Filing Fees |
||||
Registrant Firms |
Requirements applicable to registrant firms that estimated its specified Ontario revenues for a previous financial year |
90 days after financial year end |
135 days after financial year end |
Section 3.2 of OSC Rule 13-502 and/or Section 2.3 of OSC Rule 13-503 |
Footnotes
1 The Summary Table indicates only the latest possible deadline. Certain documents may be required to be filed, delivered, or sent concurrently with another document, which may impact the applicable deadline.
2 National Instrument 81-106 - Investment Fund Continuous Disclosure.
3 Not applicable to investment funds that are scholarship plans. Investment funds that are scholarship plans may rely on similar blanket relief from Section 4.3 of NI 81-106 in respect of the requirement to file annual management reports of fund performance.
4 National Instrument 41-101 – General Prospectus Requirements.
5 National Instrument 81-102 – Investment Funds.
6 Other than an exchange-traded mutual fund that is not in continuous distribution.
7 National Instrument 81-107 – Independent Review Committee for Investment Funds.
8 National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations.
9 Exempt market dealers, unless also registered in another category, other than the portfolio manager or restricted portfolio manager category, are exempt from the requirements of Section 12.12(2) of NI 31-103.
10 Investment Industry Regulatory Organization of Canada.
11 Mutual Fund Dealers Association of Canada.
The foregoing summary is based on the blanket orders issued by the Ontario Securities Commission (OSC). The CSA is implementing the relief through local blanket orders that are substantially harmonized across the country.
The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.
© McMillan LLP 2019
