December 20, 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 FRANKLIN TEMPLETON INVESTMENTS CORP. (the Filer) AND IN THE MATTER OF THE FUNDS LISTED IN SCHEDULE A HERETO (the Funds)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectuses of the Funds dated February 13, 2019, May 1, 2019 and May 28, 2019 be extended to the time limits that would apply if the lapse date of the simplified prospectuses of the Funds 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:
The Filer is a corporation governed by the laws of Ontario with its head office in Toronto, Ontario.
The Filer is registered as an investment fund manager in Ontario, Quebec, Alberta, British Columbia, Manitoba, Nova Scotia and Newfoundland and Labrador, as a mutual fund dealer, portfolio manager and exempt market dealer in each province of Canada and the Yukon, and as a commodity trading manager in Ontario.
The Filer is the investment fund manager of each of the Funds and the trustee of those Funds that are organized as trusts.
Neither the Filer nor any of the Funds is in default of securities legislation in any of the Jurisdictions.
Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario or a class of a mutual fund corporation established under the laws of Alberta or a mutual fund corporation established under the laws of Canada. Each of the Funds is a reporting issuer in each of the Jurisdictions, unless otherwise noted in Schedule A.
Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the current simplified prospectuses respectively dated: (i) February 13, 2019, as amended by amendment no. 1 dated April 22, 2019 (the “February 13 Prospectus”); (ii) May 1, 2019 (the “May 1 Prospectus”); and (iii) May 28, 2019, as amended by amendment no. 1 dated June 17 2019, amendment no. 2 dated June 25, 2019 and amendment no. 3 dated September 3, 2019 (the “May 28 Prospectus” and collectively, the “Current Prospectuses”).
The lapse dates for the Current Prospectuses are February 13, 2020, May 1, 2020 and May 28, 2020 respectively (collectively, the “Current Lapse Dates”). Accordingly, under the Legislation, the distribution of securities of each of the Funds would have to cease on its applicable Current Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to its Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its Current Lapse Date.
The Filer wishes to combine the Current Prospectuses in order to reduce renewal, printing and related costs. Offering the Funds under the same renewal simplified prospectus and annual information form (the “Consolidated Prospectus Documents”) would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and will ensure that the Filer can make the operational and administrative features of the Funds consistent with each other, if necessary.
The Filer desires to extend the lapse date of all three prospectuses in order to move the renewal timeframe to a more administratively beneficial date. Establishing a uniform disclosure timeline for the Funds will permit the Filer to streamline operations and disclosure across the Filer’s fund platform.
The Filer believes that June 30, 2020 is an administratively beneficial lapse date, as it allows the Filer to create a more optimal and consistent workload for its personnel in respect of the work required to prepare and file the prospectuses (and related documents) and the continuous disclosure materials of the Funds.
Given that two of the Current Lapse Dates are in May, 2020, an extension of the Current Lapse Dates to June 30, 2020 is minimal and is not disadvantageous to the Funds’ investors.
The Funds share many common operational and administrative features and combining those Funds in the same simplified prospectus will allow investors to more easily compare the features of the Funds.
If the Requested Relief is not granted, it will be necessary to renew three separate sets of prospectus documents for the Funds twice within a short period of time in order to consolidate the prospectus documents and establish a uniform filing timeline for the Funds, 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.
There have been no material changes in the affairs of the Funds since the date of the Current Prospectuses, other than as amended. Accordingly, the Current Prospectuses and the current fund facts document(s) for each of the Funds continue to provide accurate information regarding the Funds.
Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectuses and current fund facts document(s) of the applicable Fund(s) will be amended as required under the Legislation.
New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). The Current Prospectus will remain available to investors upon request.
The Requested Relief will not affect the accuracy of the information contained in the Current Prospectuses or the respective fund facts document(s) of each of the Funds, 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”
Neeti Varma
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission
Application #2019/0584
Schedule A
The Funds
Simplified Prospectus dated February 13, 2019
Franklin Core ETF Portfolio
Franklin Growth ETF Portfolio
Franklin Conservative Income ETF Portfolio
Simplified Prospectus dated May 1, 2019
Franklin Canadian Core Equity Fund†
Franklin U.S. Core Equity Fund†
Franklin International Core Equity Fund†
Franklin Emerging Markets Core Equity Fund†
† These funds are only reporting issuers in Alberta and Ontario
Simplified Prospectus dated May 28, 2019
Templeton EAFE Developed Markets Fund
Templeton Emerging Markets Fund
Templeton Emerging Markets Corporate Class*
Templeton Global Balanced Fund
Templeton Global Bond Fund
Templeton Global Bond Fund (Hedged)
Templeton Global Smaller Companies Fund
Templeton Global Smaller Companies Corporate Class*
Templeton Growth Fund, Ltd.**
Templeton Growth Corporate Class*
Templeton International Stock Fund
Templeton International Stock Corporate Class*
Franklin Global Growth Fund
Franklin Global Growth Corporate Class*
Franklin High Income Fund
Franklin Strategic Income Fund
Franklin U.S. Monthly Income Fund
Franklin U.S. Monthly Income Corporate Class*
Franklin U.S. Monthly Income Hedged Corporate Class*
Franklin U.S. Opportunities Fund
Franklin U.S. Opportunities Corporate Class*
Franklin U.S. Rising Dividends Fund
Franklin U.S. Rising Dividends Corporate Class*
Franklin U.S. Rising Dividends Hedged Corporate Class*
Franklin Bissett Canadian Balanced Fund
Franklin Bissett Canadian Balanced Corporate Class*
Franklin Bissett Canadian Bond Fund
Franklin Bissett Canadian Dividend Fund
Franklin Bissett Canadian Dividend Corporate Class*
Franklin Bissett Canada Plus Equity Fund
Franklin Bissett Canadian Equity Fund
Franklin Bissett Canadian Equity Corporate Class*
Franklin Bissett Canadian Government Bond Fund
Franklin Bissett Core Plus Bond Fund
Franklin Bissett Corporate Bond Fund
Franklin Bissett Dividend Income Fund
Franklin Bissett Dividend Income Corporate Class
Franklin Bissett Money Market Fund
Franklin Bissett Money Market Corporate Class*
Franklin Bissett Monthly Income and Growth Fund
Franklin Bissett Short Duration Bond Fund
Franklin Bissett Small Cap Fund
Franklin ActiveQuant Canadian Fund
Franklin ActiveQuant Canadian Corporate Class*
Franklin ActiveQuant U.S. Fund
Franklin ActiveQuant U.S. Corporate Class*
Franklin Mutual Global Discovery Fund
Franklin Mutual Global Discovery Corporate Class*
Franklin Quotential Balanced Growth Portfolio
Franklin Quotential Balanced Growth Corporate Class Portfolio*
Franklin Quotential Balanced Income Portfolio
Franklin Quotential Balanced Income Corporate Class Portfolio*
Franklin Quotential Diversified Equity Portfolio
Franklin Quotential Diversified Equity Corporate Class Portfolio*
Franklin Quotential Diversified Income Portfolio
Franklin Quotential Diversified Income Corporate Class Portfolio*
Franklin Quotential Growth Portfolio
Franklin Quotential Growth Corporate Class Portfolio*
FT Balanced Growth Private Wealth Pool
FT Balanced Income Private Wealth Pool
FT Growth Private Wealth Pool
*each a class of shares of securities of Franklin Templeton Corporate Class Ltd., a mutual fund corporation.
** a mutual fund corporation.