Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
Phone: (416) 593-8314 Website: www.osc.ca
VIA EMAIL
March 19, 2024
Blake Cassels & Graydon LLP
Attention: Emilie Andrews & Norbert Knutel
Re: Evolve Funds Group Inc. (the Filer) and Evolve Artificial Intelligence Fund (the Fund)
Preliminary Long Form Prospectus and ETF facts document dated December 8, 2023
Exemptive Relief Application pursuant to Section 19.1 of National Instrument 41-101
General Prospectus Requirements (NI 41-101)
SEDAR Plus Project No. 6061351
By letter dated March 19, 2024 (the Application), the Filer, the manager of the Fund, applied to the Director of the Ontario Securities Commission (the Director) under section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1.1) of NI 41-101, which prohibits an issuer from filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.
This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund’s prospectus, subject to the condition that the prospectus be filed no later than March 30, 2024.
Yours very truly,
“Darren McKall”
Darren McKall
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission