On June 13, 2013, the Canadian Securities Administrators
(CSA) published final amendments
(Amendments) implementing Stage 2 of the Point of
Sale disclosure initiative. The Amendments address changes to
the "Fund Facts" form required for retail Canadian mutual
funds and delivery requirements in respect thereof. As the
Amendments are being phased-in through the course of 2014, on
September 5, 2013, in order to assist issuers in complying with the
new requirements, the Ontario Securities Commission
(OSC) published OSC Staff Notice 81-721
Frequently Asked Questions on the Implementation of Stage 2 of
Point of Sale Disclosure for Mutual Funds – Delivery of Fund
Facts (Staff Notice). As its name
implies, the Staff Notice sets out a list of frequently asked
questions (FAQs) relating to the Amendments and
OSC Staff's responses thereto.
As noted above, the Amendments will be implemented in
stages. The key dates are as follows:
January 13, 2014 – amendments to Form
81-101F3 take effect.
May 13, 2014 – filing deadline to file
Fund Facts in the amended form.
June 13, 2014 - delivery requirement for Fund
Facts takes effect.
The Staff Notice addressed questions relating to compliance with
these implementation dates. The responses provided by OSC
Staff are briefly summarized below.
OSC Staff Responses to FAQs
OSC Staff confirmed that:
If an issuer wishes to file Fund Facts in the amended form
prior to January 13, 2014, exemptive relief is required.
As of January 13, 2014, a mutual fund that files a preliminary
or pro forma simplified prospectus and annual information form must
also file Fund Facts in the amended form on SEDAR under the filing
category "Preliminary fund facts" or "Pro forma fund
If a mutual fund has not already done so, it must file Fund
Facts in the amended form by May 13, 2014. In this case, the Fund
Facts in the amended form should be filed under the SEDAR filing
category "Stage 2 Fund Facts". No certificate page
or blacklined version of the Fund Facts is required to be filed in
If a preliminary or pro forma filing is made between January
13, 2014 and May 13, 2014:
if the final receipt is issued before May 13, 2014, Fund Facts
in the amended form should be filed at the time of the final filing
and no subsequent filing under the "Stage 2 Fund Facts"
SEDAR filing category is required
if the final receipt is issued after May 13, 2014, (a) Funds
Facts in the amended form must be filed by May 13, 2014 under the
"Stage 2 Fund Facts" SEDAR filing category, and (b) Fund
Facts in the amended form must again be filed after May 13, 2014
when the corresponding final prospectus and annual information form
is filed – apart from the date, in all likelihood the Fund
Facts filed with the final prospectus and annual information will
be identical to that filed under the "Stage 2 Fund Facts"
SEDAR filing category prior to May 13, 2014.
If a preliminary or pro forma filing is made after May 13,
2014, the mutual fund will likely have previously filed Fund Facts
in the amended form under the "Stage 2 Fund Facts" SEDAR
filing category prior to May 13, 2014. When the preliminary
or pro form filing is subsequently made, a blacklined version of
the Fund Facts should also be filed which shows changes from the
last version previously filed – this will therefore likely be
the version filed prior to May 13, 2014 under the "Stage 2
Fund Facts" SEDAR filing category.
If an issuer wishes to use a Fund Facts to satisfy the
prospectus delivery requirements under securities legislation
before June 13, 2014, exemptive relief is required.
Filers who were previously granted exemptive relief from the
prospectus delivery requirements for pre-authorized purchase plans
should review the sunset clause in their exemptive relief order to
determine when such previously granted relief terminates.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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