January 21, 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 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 prospectus of the ETFs dated March 26, 2020 be extended to the time limits that would be applicable as if the lapse date of the prospectus of the ETFs was June 26, 2021 (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 the Jurisdiction, 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 amalgamated under the laws of Ontario, with its head office located in Toronto, Ontario.
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.
The Filer is the investment fund manager and trustee of each ETF.
Neither the Filer nor any ETF is in default of securities legislation in any of the Jurisdictions.
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.
Securities of each ETF are currently qualified for distribution in each of the Jurisdictions under the long form prospectus dated March 26, 2020 (the Current Prospectus).
Each ETF is in continuous distribution and the securities of each ETF are listed on the Toronto Stock Exchange or another marketplace in Canada.
In addition to the ETFs, the Filer is the investment fund manager of certain other exchange-traded mutual funds, including 119 exchange-traded mutual funds (the iShares Funds, and together with the ETFs, the Funds) offered under a separate long form prospectus dated June 26, 2020 (the iShares Funds Prospectus).
The lapse dates for the Current Prospectus and the iShares Funds Prospectus are March 26, 2021 (the Current Lapse Date) and June 26, 2021 respectively.
Accordingly, under the Legislation, the distribution of securities of each ETF would have to cease on the Current Lapse Date unless: (i) the ETF files a pro forma prospectus at least 30 days prior to the Current Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days after the Current Lapse Date.
The Filer wishes to combine the Current Prospectus with the iShares Funds Prospectus in order to reduce renewal, printing and related costs. Offering both the ETFs and the iShares Funds under the same renewal prospectus 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 the Current Prospectus in order to move the renewal timeframe of the ETFs to a more administratively beneficial date. Establishing a uniform disclosure timeframe for the Funds will permit the Filer to streamline operations and disclosure across the Filer's ETF platform.
If the Requested Relief is not granted, it will be necessary to renew two sets of prospectus documents for the ETFs twice within a short period of time in order to consolidate the Current Prospectus with the iShares Funds Prospectus 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 ETFs since the date of the Current Prospectus, other than as amended. Accordingly, the Current Prospectus continues to provide accurate information regarding the ETFs.
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 Prospectus and current ETF Facts document(s) of the applicable ETF(s) will be amended as required under the Legislation.
New investors of the ETFs will receive delivery of the most recently filed ETF Facts document(s) of the applicable ETF(s). The Current Prospectus of the ETFs will remain available to investors upon request.
The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus 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.
“Darren McKall”
Darren McKall
Manager, Investment Funds and Structured Products
ONTARIO SECURITIES COMMISSION
Application No. 2020/0642
SCHEDULE A
The ETFs
iShares ESG Advanced MSCI Canada Index ETF
iShares ESG Advanced MSCI USA Index ETF
iShares ESG Advanced MSCI EAFE ETF