July 18, 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
HARVEST PORTFOLIOS GROUP INC.
(the Filer)
AND
IN THE MATTER OF
THE FUNDS LISTED IN SCHEDULE A
(each, a Fund and collectively, 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 respective time limits for the renewal of the long form prospectus of the Funds dated August 30, 2023 (the August Prospectus) be extended to those time limits that would apply if the lapse date of the August Prospectus was September 22, 2024 (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator for this application; and
(ii) 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 incorporated under the laws of Canada. The Filer’s head office is located in Oakville, Ontario.
The Filer is registered as an investment fund manager and portfolio manager in the province of Ontario and as an investment fund manager in the provinces of Newfoundland and Labrador and Quebec.
The Filer is the investment fund manager of the Funds.
Each of the Funds is an exchange-traded mutual fund (ETF) established under the laws of Ontario, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
Neither the Filer nor any of the Funds are in default of securities legislation in any of the Jurisdictions.
The Funds currently distribute securities in the Jurisdictions under the August Prospectus. Securities of each of the Funds trade on the Toronto Stock Exchange.
Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the August Prospectus is August 30, 2024 (the 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 Lapse Date unless: (i) each of the Funds files a pro forma prospectus at least 30 days prior to the Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the Lapse Date.
The Filer is the investment fund manager of certain other ETFs as listed in Schedule “B” (the September Funds) that currently distribute their securities to the public under a prospectus that has a lapse date of September 22, 2024 (the September Prospectus).
The Filer wishes to combine the August Prospectus with the September Prospectus given that the Funds and the September Funds share many common operational and administrative features, to allow investors to compare the features of the Funds and the September Funds more easily and in order to reduce renewal, printing and related costs of the Funds and the September Funds.
Offering the Funds and the September 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. As the Funds and the September Funds are all managed by the Filer, offering them under one prospectus (as opposed to two) will allow investors to more easily compare their features.
It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal prospectuses given how close in proximity the Lapse Date of the Funds and the lapse date of the September Funds are to one another.
There have been no material changes in the affairs of each Fund since the date of the August Prospectus, other than those for which amendments have been filed. Accordingly, the August Prospectus and current ETF facts document of each Fund represent current information regarding the Funds.
Given the disclosure obligations of the Funds, should a material change in the affairs of any of the Funds occur, the prospectus of the Funds and current ETF facts document(s) of the applicable Fund(s) will be amended as required under the Legislation.
New investors in the Funds will receive the most recently filed ETF facts document(s) of the applicable Fund(s). The prospectus of the Funds will still be available upon request.
The Exemption Sought will not affect the accuracy of the information contained in the prospectus of the Funds or the September 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 Exemption Sought is granted.
“Darren McKall”
Darren McKall
Manager, Investment Management
Ontario Securities Commission
Application #: 2024/0400
SEDAR+ #: 6155058
Schedule “A”
Harvest Healthcare Leaders Enhanced Income ETF
Harvest Tech Achievers Enhanced Income ETF
Harvest Equal Weight Global Utilities Enhanced Income ETF
Schedule “B”
Harvest US Bank Leaders Income ETF
Blockchain Technologies ETF
Harvest Equal Weight Global Utilities Income ETF
Harvest Global Gold Giants Index ETF
Harvest Travel & Leisure Index ETF
Harvest Clean Energy ETF
Harvest Premium Yield Treasury ETF