Franklin Templeton Investments Corp. et al.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to permit the extension of a prospectus lapse date by 96 days to facilitate the consolidation of the funds' prospectus with the prospectus of different funds under common management -- no conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

August 26, 2024

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
FRANKLIN CANADIAN LOW VOLATILITY HIGH DIVIDEND INDEX ETF,
FRANKLIN INTERNATIONAL LOW VOLATILITY HIGH DIVIDEND INDEX ETF,
FRANKLIN U.S. LOW VOLATILITY HIGH DIVIDEND INDEX ETF
(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 of the Funds dated February 9, 2024 (the Current Prospectus) be extended to the time limits that would apply if the lapse date of the Current Prospectus was May 16, 2025 (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 governed by the laws of Ontario with its head office in Toronto, Ontario.

2. The Filer is registered as: (i) an investment fund manager in Ontario, Quebec, Alberta, British Columbia, Manitoba, Nova Scotia, and Newfoundland and Labrador; (ii) a mutual fund dealer, portfolio manager and exempt market dealer in each province of Canada and the Yukon territory; and (iii) a commodity trading manager in Ontario.

3. The Filer is the investment fund manager and trustee of the Funds, which are organized as unit trusts.

4. Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.

5. The Funds are open-ended exchange-traded mutual fund trusts established under the laws of Ontario. The Funds are reporting issuers in the Jurisdictions.

6. Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus. Securities of each of the Funds trade on Cboe Canada Inc.

7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date for the Current Prospectus is February 9, 2025 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act and National Instrument 81-101 -- Mutual Fund Prospectus Disclosure (NI 81-101), the distribution of securities of the Funds would have to cease on its applicable Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least thirty (30) days prior to its Current Lapse Date; (ii) the final simplified prospectus is filed no later than ten (10) days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within twenty (20) days after its Current Lapse Date.

8. On September 14, 2023, the Filer was granted relief from the requirement to prepare and file a long form prospectus for exchange-traded mutual funds in the form prescribed by Form 41-101F2 -- Information Required in an Investment Fund Prospectus provided that the Filer files (i) a simplified prospectus for exchange-traded mutual funds in accordance with the provisions of NI 81-101 and Form 81-101F1 -- Contents of Simplified Prospectus, other than the requirements pertaining to the filing of a fund facts document; and (ii) an ETF facts document in accordance with Part 3B of National Instrument 41-101 -- General Prospectus Requirements (the Combined Prospectus Relief).

9. On February 9, 2024, the Filer relied on the Combined Prospectus Relief to qualify the Funds' securities for distribution to the public under the Current Prospectus.

10. The Filer is the investment fund manager of certain other mutual funds and exchange-traded mutual funds (the Franklin Templeton Funds). The Filer relied on the Combined Prospectus Relief to qualify the Franklin Templeton Funds' securities for distribution to the public under a simplified prospectus dated May 16, 2024 (the Main Prospectus), with a lapse date of May 16, 2025 (the Main Prospectus Lapse Date).

11. The Filer desires to combine the Current Prospectus with the Main Prospectus in order to reduce renewal, printing, and related costs of the Funds and move the renewal timeframe of the Funds to a more administratively beneficial date.

12. Offering the Funds and the Franklin Templeton Funds under one prospectus would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. The Funds share many common operational and administrative features with the Franklin Templeton Funds and combining them under one prospectus will allow investors to compare their features more easily.

13. It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal prospectuses given how close in proximity the lapse dates of the Funds and the Franklin Templeton Funds are to one another.

14. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and current ETF facts document of each of the Funds continue to provide accurate information regarding the Funds.

15. 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 Prospectus and current ETF facts document(s) of the Funds will be amended as required under the Act.

16. New investors of the Funds will receive delivery of the most recently filed ETF facts document(s) of the Funds. The Current Prospectus of the Funds will remain available to investors upon request.

17. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus or the ETF facts document(s) 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.

"Darren McKall"
Darren McKall
Manager, Investment Management Division
Ontario Securities Commission

Application File #: 2024/0487

SEDAR+ File #: 6168979