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Blackrock Asset Management Canada Limited
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for extensions of lapse dates of their prospectuses -- Filer will incorporate offering of the funds under the same offering documents when they are renewed -- Extensions of lapse dates will not affect the currency or accuracy of the information contained in the current prospectuses.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S. 5, as am., s. 62(5).
December 11, 2019
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF BLACKROCK ASSET MANAGEMENT CANADA LIMITED (the Filer) AND THE EXCHANGE-TRADED MUTUAL FUNDS SET OUT IN SCHEDULE "A" (the ETFs)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the ETFs for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the prospectuses of the ETFs dated March 4, March 29, April 8, and May 30, 2019 be extended to the time limits that would be applicable as if the lapse date of each of the prospectuses of the ETFs was June 30, 2020 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation amalgamated under the laws of Ontario, with its head office located in Toronto, Ontario.
2. The Filer is registered as: (i) an investment fund manager in each of the Jurisdictions; (ii) a commodity trading manager in Ontario; (iii) an adviser in Manitoba; (iv) a portfolio manager in each of the Jurisdictions; and (v) an exempt market dealer in each of the Jurisdictions.
3. The Filer is the investment fund manager and trustee of each ETF.
4. Neither the Filer nor any ETF is in default of securities legislation in any of the Jurisdictions.
5. Each ETF is an exchange-traded mutual fund established as a trust under the laws of Ontario and a reporting issuer in each of the Jurisdictions.
6. Each ETF is in continuous distribution and the securities of each ETF are listed on the Toronto Stock Exchange or another marketplace in Canada.
7. Securities of each ETF are currently qualified for distribution in each of the Jurisdictions under the long form prospectuses respectively dated: (i) March 4, 2019 as amended by Amendment no. 1 dated May 16, 2019 (the March 4 Prospectus); (ii) March 29, 2019 as amended by Amendment no. 1 dated July 11, 2019, and Amendment no. 2 dated September 16, 2019, and Amendment no. 3 dated November 14, 2019 (the March 29 iShares Funds Prospectus); (iii) March 29, 2019 (the March 29 Non-Index Funds Prospectus); (iv) April 8, 2019 (the April 8 Prospectus); and (v) May 30, 2019 (the May 30 Prospectus and collectively with the March 4 Prospectus, the March 29 iShares Funds Prospectus, the March 29 Non-Index Funds Prospectus and the April 8 Prospectus, the Current Prospectuses).
8. The lapse dates for the Current Prospectuses are March 4, March 29, April 8, and May 30, 2020, respectively (collectively, the Current Lapse Dates).
9. Accordingly, under the Legislation, the distribution of securities of each ETF would have to cease on its applicable Current Lapse Date unless: (i) the ETF files a pro forma prospectus at least 30 days prior to its Current Lapse Date; (ii) the final prospectus is filed no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days after its Current Lapse Date.
10. The Filer wishes to combine the Current Prospectuses of the ETFs in order to reduce renewal, printing and related costs. Offering the ETFs under the same renewal prospectus (the Consolidated Prospectus) would facilitate the distribution of the ETFs in the Jurisdictions under the same prospectus and will ensure that the Filer can make the operational and administrative features of the ETFs consistent with each other, if necessary.
11. The Filer desires to extend the lapse date of each of the Current Prospectuses in order to move the renewal timeframe to a more administratively beneficial date. Establishing a uniform disclosure timeframe for the ETFs will permit the Filer to streamline operations and disclosure across the Filer's ETF platform.
12. If the Requested Relief is not granted, it will be necessary to renew five sets of prospectus documents for the ETFs twice within a short period of time in order to consolidate the prospectus documents and establish a uniform filing timeline for the ETFs, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Requested Relief.
13. There have been no material changes in the affairs of the ETFs since the date of the Current Prospectuses, other than as amended. Accordingly, the Current Prospectuses continue to provide accurate information regarding the ETFs.
14. Given the disclosure obligations of the Filer and the ETFs, should any material change in the business, operations or affairs of the ETFs occur, the Current Prospectuses and current ETF Facts document(s) of the applicable ETF(s) will be amended as required under the Legislation.
15. New investors of the ETFs will receive delivery of the most recently filed ETF Facts document(s) of the applicable ETF(s). The Current Prospectuses of the ETFs will remain available to investors upon request.
16. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectuses or the respective ETF Facts document(s) of each ETF, and will therefore not be prejudicial to the public interest.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted.
"Neeti Varma"
Manager, Investment Funds and Structured Products
Ontario Securities Commission
SCHEDULE "A"
The ETFs
Prospectus dated March 4, 2019
iShares ESG MSCI Canada Index ETF
iShares ESG MSCI USA Index ETF
iShares ESG MSCI EAFE Index ETF
iShares ESG MSCI Emerging Markets Index ETF
iShares ESG Canadian Aggregate Bond Index ETF
iShares ESG Canadian Short Term Bond Index ETF
Prospectus dated March 29, 2019 (iShares Funds)
iShares Canadian Growth Index ETF
iShares S&P/TSX SmallCap Index ETF
iShares Canadian Value Index ETF
iShares Canadian Select Dividend Index ETF
iShares S&P/TSX Capped Energy Index ETF
iShares S&P/TSX Composite High Dividend Index ETF
iShares Jantzi Social Index ETF
iShares S&P/TSX Capped Financials Index ETF
iShares S&P/TSX Capped Composite Index ETF
iShares S&P/TSX Capped Information Technology Index ETF
iShares S&P/TSX 60 Index ETF
iShares S&P/TSX Capped Materials Index ETF
iShares S&P/TSX Completion Index ETF
iShares S&P/TSX Capped REIT Index ETF
iShares S&P/TSX Capped Consumer Staples Index ETF
iShares S&P/TSX Capped Utilities Index ETF
iShares Core Canadian Universe Bond Index ETF
iShares Canadian Corporate Bond Index ETF
iShares Floating Rate Index ETF
iShares Canadian Government Bond Index ETF
iShares Canadian HYBrid Corporate Bond Index ETF
iShares Core Canadian Long Term Bond Index ETF
iShares Canadian Real Return Bond Index ETF
iShares Core Canadian Short Term Bond Index ETF
iShares Core Canadian Short Term Corporate + Maple Bond Index ETF
iShares Short Term Bond High Quality Canadian Bond Index ETF
iShares Core MSCI All Country World ex Canada Index ETF
iShares China Index ETF
iShares Core MSCI Emerging Markets IMI Index ETF
iShares Core MSCI EAFE IMI Index ETF
iShares MSCI Emerging Markets Index ETF
iShares MSCI Europe IMI Index ETF
iShares U.S. High Dividend Equity Index ETF
iShares India Index ETF
iShares S&P U.S. Mid-Cap Index ETF
iShares Core S&P 500 Index ETF
iShares Core S&P U.S. Total Market Index ETF
iShares MSCI World Index ETF
iShares S&P/TSX Global Base Metals Index ETF
iShares S&P/TSX Global Gold Index ETF
iShares S&P Global Consumer Discretionary Index ETF (CAD-Hedged)
iShares MSCI Europe IMI Index ETF (CAD-Hedged)
iShares Core MSCI EAFE IMI Index ETF (CAD-Hedged)
iShares S&P Global Industrials Index ETF (CAD-Hedged)
iShares Global Healthcare Index ETF (CAD-Hedged)
iShares U.S. High Dividend Equity Index ETF (CAD-Hedged)
iShares MSCI EAFE® Index ETF (CAD-Hedged)
iShares S&P U.S. Mid-Cap Index ETF (CAD-Hedged)
iShares S&P/TSX North American Preferred Stock Index ETF (CAD-Hedged)
iShares NASDAQ 100 Index ETF (CAD-Hedged)
iShares Core S&P 500 Index ETF (CAD-Hedged)
iShares U.S. Small Cap Index ETF (CAD-Hedged)
iShares Core S&P U.S. Total Market Index ETF (CAD-Hedged)
iShares J.P. Morgan USD Emerging Markets Bond Index ETF (CAD-Hedged)
iShares U.S. High Yield Bond Index ETF (CAD-Hedged)
iShares U.S. IG Corporate Bond Index ETF (CAD-Hedged)
iShares Edge MSCI Min Vol EAFE Index ETF
iShares Edge MSCI Min Vol Emerging Markets Index ETF
iShares Edge MSCI Min Vol USA Index ETF
iShares Edge MSCI Min Vol Canada Index ETF
iShares Edge MSCI Min Vol Global Index ETF
iShares Edge MSCI Min Vol EAFE Index ETF (CAD-Hedged)
iShares Edge MSCI Min Vol USA Index ETF (CAD-Hedged)
iShares Edge MSCI Min Vol Global Index ETF (CAD-Hedged)
iShares Edge MSCI Multifactor Canada Index ETF
iShares Edge MSCI Multifactor EAFE Index ETF
iShares Edge MSCI Multifactor EAFE Index ETF (CAD-Hedged)
iShares Edge MSCI Multifactor USA Index ETF
iShares Edge MSCI Multifactor USA Index ETF (CAD-Hedged)
iShares Core MSCI Canadian Quality Dividend Index ETF
iShares Core MSCI US Quality Dividend Index ETF
iShares Core MSCI US Quality Dividend Index ETF (CAD-Hedged)
iShares Core MSCI Global Quality Dividend Index ETF
iShares Core MSCI Global Quality Dividend Index ETF (CAD-Hedged)
Prospectus dated March 29, 2019 (iShares Non-Index Funds)
iShares Conservative Short Term Strategic Fixed Income ETF
iShares Conservative Strategic Fixed Income ETF
iShares Short Term Strategic Fixed Income ETF
iShares Diversified Monthly Income ETF
iShares Core Balanced ETF Portfolio
iShares Core Growth ETF Portfolio
Prospectus dated April 8, 2019
iShares Global Government Bond Index ETF (CAD-Hedged) (formerly RBC Global Government Bond (CAD Hedged) Index ETF)
Prospectus dated May 30, 2019
iShares International Fundamental Index ETF
iShares Japan Fundamental Index ETF (CAD-Hedged)
iShares US Fundamental Index ETF
iShares Emerging Markets Fundamental Index ETF
iShares Canadian Fundamental Index ETF
iShares S&P/TSX Canadian Dividend Aristocrats Index ETF
iShares S&P/TSX Canadian Preferred Share Index ETF
iShares US Dividend Growers Index ETF (CAD-Hedged)
iShares Global Monthly Dividend Index ETF (CAD-Hedged)
iShares Global Real Estate Index ETF
iShares Global Infrastructure Index ETF
iShares Global Water Index ETF
iShares Global Agriculture Index ETF
iShares High Quality Canadian Bond Index ETF
iShares 1-5 Year Laddered Corporate Bond Index ETF
iShares 1-10 Year Laddered Corporate Bond Index ETF
iShares U.S. High Yield Fixed Income Index ETF (CAD-Hedged)
iShares 1-5 Year Laddered Government Bond Index ETF
iShares 1-10 Year Laddered Government Bond Index ETF
iShares Convertible Bond Index ETF
Headnote
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of cease trade orders issued by the Commission and British Columbia Securities Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Ontario opt-in to revocation order issued by British Columbia Securities Commission, as principal regulator.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.
National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.
Revocation Order
Gelum Capital Ltd.
Under the securities legislation of British Columbia and Ontario (the Legislation)
Background
¶ 1 Gelum Capital Ltd. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator of the British Columbia Securities Commission (the Principal Regulator) and Ontario (each a Decision Maker) respectively on September 4, 2018.
¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocation in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.
¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
Interpretation
¶ 4 Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
Order
¶ 5 Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
¶ 6 The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.
¶ 7 August 6, 2019.
Allan Lim, CPA, CA
Manager
Corporate Finance