Regulatory Alert: Canadian Securities Administrators Publish Blanket Relief Order Relaxing Filing Deadlines for Market Participants 

publication 

March 25, 2020

Investment Funds and Asset Management Bulletin

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 Deadline[1]

New Deadline1

Section Reference

Investment Funds

Investment funds subject to NI 81-106[2]

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 4.2[3] 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 41-101[4] or NI 81-102[5]

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 distributor[6]

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 81-107[7]

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

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 31-103[8]

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 31-103[9]

Investment dealers that are members of IIROC[10] 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 MFDA[11] 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

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


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.

by Jennie Baek and Michael Burns 

[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.

a cautionary note

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 2020