81-502 (Blanket Order) - In the Matter of Temporary Extension of Certain Filing, Delivery and Prospectus Renewal Requirements of Investment Funds

Securities Act
R.S.P.E.I. 1988, Cap-S-3.1

Document Type: Blanket Order
Document No: 81-502
Subject: In the Matter of Temporary Extension of Certain Filing, Delivery and Prospectus Renewal Requirements of Investment Funds
Effective Date: March 23, 2020

BLANKET ORDER 81-502 

WHEREAS: 

1. The Superintendent is Securities has the authority to make exemption orders under provisions of the Securities Act (the “Act”), including orders of general application.

2. Some issuers and designated credit rating organizations may have difficulties or may be unable to comply with certain obligations under securities legislation as a result of the COVID-19 pandemic, including requirements to make certain filings or to send or deliver certain documents. 

3. The Superintendent expects that each securities regulatory authority will issue orders providing exemptions similar to those provided in this order, except where an exemption is not required in a jurisdiction.  

4. Section 102 of the Act requires a reporting issuer to provide periodic disclosure about its business and affairs and to provide other prescribed disclosure.  

5. Prince Edward Island has adopted National Instruments that impose periodic disclosure requirements on investment funds, set limits on the length of time a prospectus is effective and impose requirements relating to the governance of investment funds.  

6. The Superintendent is satisfied, having considered the interests of investment funds that are impacted by COVID-19 and the needs of investors to have timely disclosure about an investment fund’s financial and business affairs that, subject to the conditions of this Instrument, it is appropriate to provide exemptions from the requirements of section 102 of the Act or variations of certain securities rules to extend the time allowed to comply with the Group A requirements, the lapse date requirements and certain governance reporting requirements.  

7. The Superintendent is of the opinion that to order relief in these circumstances would not be prejudicial to the public interest.  

IT IS ORDERED: 

1. Terms defined in the Act, National Instrument 14-101 Definitions, National Instrument 41-101 General Prospectus Requirements, National Instrument 81-102 Investment Funds, National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), or National Instrument 81-107 Independent Review Committee for Investment Funds, have the same meaning in this Instrument. 

2. In this Instrument: 

“Group A requirements” means the requirements to file, send or deliver a document during the period from March 23, 2020 to June 1, 2020 under any of the following provisions: 

(a) section 2.2 [filing deadline for annual financial statements] of NI 81-106,
(b) section 2.4 [filing deadline for interim financial report] of NI 81-106,  
(c) section 4.2 [filing of management report of fund performance (MRFP) of NI 81-106,  
(d) section 4.3 [filing of scholarship plan MRFP] of NI 81-106,  
(e) section 5.1(2) [delivery of certain continuous disclosure documents] of NI 81106,  
(f) section 5.2(5) [standing instructions] of NI 81-106,  
(g) section 5.3(3) [annual instructions] of NI 81-106,  
(h) section 5.4 [securityholder request]of NI 81-106,  
(i) section 8.2(c) [labour sponsored fund valuation report] of NI 81-106,  
(j) section 9.3 [filing deadline for annual information form] of NI 81-106,  
(k) section 6.7(3) [custodian report] of NI 81-102 Investment Funds,
(l) section 12.1 [compliance report] of NI 81-102 Investment Funds, and
(m) section 14.6(3) [custodian report] of NI 41-101 General Prospectus Requirements. 

Exemption from Group A requirements 

3. The Superintendent, considering that to do so would not be prejudicial to the public interest, orders under section 16 of the Act that an investment fund is exempt from the applicable Group A requirements if the investment fund complies with the following conditions: 

(1) The investment fund notifies, as soon as reasonably practicable and in advance of its filing deadline, the Director of the Investment Funds and Structured Products Branch at the Ontario Securities Commission by email at IFSPDirector@osc.gov.on.ca, and the notification states that the investment fund is relying on this order and each applicable Group A requirement for which it is relying on this order. 

(2) The investment fund posts a statement on its public website or the public website of its fund manager, as soon as reasonably practicable and in advance of the deadline that would otherwise apply, that the investment fund is relying on this order and each applicable Group A requirement for which it is relying on this order.  

(3) The investment fund files, sends or delivers all documents for which it is relying on an exemption from the Group A requirements by the date that is 45 days after the date the investment fund was otherwise required to file, send or deliver the document.  

Variation of fund governance reporting requirement 

4. The Superintendent, considering the public interest, orders under section 16  of the Act that the requirement in section 4.4 [reporting to securityholders] of NI 81-107 Independent Review Committee for Investment Funds to file, send or deliver a report to securityholders required by that section during the period from March 23, 2020 to June 1, 2020 is varied if the investment fund complies with the conditions in section 3 of this order.  

Exemption from the investment fund prospectus lapse date requirements 

5. The Superintendent, considering the public interest, orders under section 187 of the Act that if the lapse date in section 2.5(1) of NI 81-101 Mutual Fund Prospectus Disclosure or section 17.2(2) of NI 41-101 General Prospectus Requirements occurs between March 23, 2020 and June 1, 2020, the lapse date is varied so it is extended by 45 days if the mutual fund complies with the conditions in section 3 of this order.    

Effective date and term 

6. This Order comes into effect on March 23, 2020.  

DATED at Charlottetown, Prince Edward Island, this 23rd day of March, 2020.