November 2, 2021
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
PIMCO Canada Corp.
(the Filer)
AND
IN THE MATTER OF
PIMCO CLIMATE BOND FUND (CANADA)
PIMCO ESG INCOME FUND (CANADA)
(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 (the Legislation) that the time limits for the renewal of the simplified prospectus, annual information form and fund facts of the Funds (the Prospectus) be extended to those time limits that would apply if the lapse date of the Prospectus was June 25, 2022 (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 Canadian 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 incorporated under the laws of the Province of Nova Scotia with its head office located in Toronto, Ontario.
The Filer is registered as an investment fund manager in Ontario, Quebec and Newfoundland and Labrador, a portfolio manager and an exempt market dealer in each of the provinces of Canada, a commodity trading manager in Ontario and an adviser in Manitoba.
The Filer is the investment fund manager of each of the Funds. The Filer is also the investment fund manager of the mutual funds listed in Schedule A (the Other Funds) that are offered in each of the Canadian Jurisdictions under a simplified prospectus dated June 25, 2021, and so have a lapse date of June 25, 2022 (the Other Funds Prospectus).
Neither the Filer nor any of the Funds is in default of securities legislation in any of the Canadian Jurisdictions.
Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario.
Each of the Funds is a reporting issuer in each of the Canadian Jurisdictions.
Securities of the Funds are currently qualified for distribution in each of the Canadian Jurisdictions under the Prospectus.
Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Prospectus is January 15, 2022 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of each of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Lapse Date.
The Filer wishes to combine the Prospectus with the Other Funds Prospectus in order to reduce renewal, printing and related costs. Offering the Funds under one prospectus would facilitate the distribution of the Funds in the Canadian Jurisdictions and enable the Filer to streamline disclosure across the Filer’s fund platform. The Funds share many common operational and administrative features with the Other Funds and combining them in the same simplified prospectuses will allow investors to more easily compare the features of the Other Funds and the Funds.
The Filer may make changes to the features of the Other Funds as part of the process of renewing the Other Funds’ Prospectus. The ability to file the Prospectus of the Funds with those of the Other Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Other Funds consistent with each other, if necessary.
If the Requested Relief is not granted, it will be necessary to renew the Prospectus of the Funds twice within a short period of time in order to consolidate the Prospectus of the Funds with the Other Funds Prospectus, 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 Prospectus. Accordingly, the Prospectus represents current 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 Prospectus will be amended as required under the Act.
New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). The Prospectus of the Funds will remain available to investors upon request.
The Requested Relief will not affect the accuracy of the information contained in the Prospectus 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.
“Darren McKall”
Darren McKall
Manager, Investment Funds and Structured Products
Ontario Securities Commission
App#2021/0604
Schedule A
The Other Funds
PIMCO Canadian Total Return Bond Fund
PIMCO Monthly Income Fund (Canada)
PIMCO Flexible Global Bond Fund (Canada)
PIMCO Unconstrained Bond Fund (Canada)
PIMCO Investment Grade Credit Fund (Canada)
PIMCO Global Short Maturity Fund (Canada)
PIMCO Low Duration Monthly Income Fund (Canada)
PIMCO Managed Core Bond Pool
PIMCO Managed Conservative Bond Pool