December 18, 2025
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 LongPoint Asset Management Inc. (the Filer)
AND
Return Stacked® Global Balanced & Macro ETF (the ETF)
DECISION
Background
The principal regulator in Ontario has received an application from the Filer on behalf of the ETF for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limit for the renewal of the amended and restated long form prospectus of the ETF, dated April 16, 2025 (the Prospectus), be extended to the time limit that would apply if the lapse date of the current Prospectus were April 30, 2026 (the Exemption Sought).
Under National Policy 11-203 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 British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Northwest Territories, Nunavut and Yukon (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 herein.
Representations
This decision is based on the following facts represented by the Filer:
The Filer
The Filer is a corporation formed and organized under the laws of Ontario. The head office of the Filer is located in Toronto, Ontario.
The Filer is currently registered as (i) an investment fund manager in Ontario, Québec and Newfoundland and Labrador; and (ii) a portfolio manager, commodity trading manager, and exempt market dealer in Ontario.
The Filer is not in default of securities legislation in any of the Jurisdictions.
The ETF
The ETF is a separate, open-ended corporate class of LongPoint ETF Corp., a mutual fund corporation established under the federal laws of Canada.
The ETF is also an exchange traded fund established under the laws of Ontario, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
The ETF currently distributes ETF shares and ETF USD shares in the Jurisdictions under an amended and restated long form prospectus dated April 16, 2025 (the Prospectus). Such securities of the ETF trade on the Toronto Stock Exchange.
The ETF is not in default of securities legislation in any of the Jurisdictions.
Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Prospectus is January 30, 2026 (the Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the ETF would have to cease on the Lapse Date unless: (i) the ETF 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 fiscal year end of the ETF is December 31, and, pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, the annual financial statements and auditor’s report are required to be filed on or before the 90th day after the ETF’s most recently completed financial year.
With respect to the ETF’s financial year end of December 31, 2025 (the 2025 Fiscal Year End), it is expected that the ETF will receive the written consent of its auditor at the same time that the financial statements and auditor’s report for the 2025 Fiscal Year End are issued, which is expected to occur on or just prior to March 30, 2026.
As audited financial statements will not be ready by the Lapse Date, the ETF will need to incorporate by reference unaudited interim financial information into the final prospectus of the ETF. In order to incorporate by reference the unaudited interim financial statements into the final prospectus of the ETF, those unaudited interim financial statements must be reviewed by the ETF’s auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.
Accordingly, if the Exemption Sought is not granted, the ETF’s auditor will be required to review the ETF’s interim financial statements. In doing so, additional costs will be incurred by the Filer and these costs will recur annually. Rather than facing this audit challenge each year, it would be more efficient and cost effective to extend the Lapse Date to April 30, 2026. This extension will provide the time necessary for the auditor to complete the audit of the ETF’s financial statements for the 2025 Fiscal Year End, and for the Filer to prepare and file the final prospectus and ETF Facts of the ETF, along with the written consent of the auditor, as required by applicable securities laws.
In addition, the extension of the Lapse Date would provide the Filer with additional time to prepare certain year-over-year performance data based on the audited annual financial statements each year, which would help to ensure that investors receive more accurate information on the performance of the ETF.
There have been no material changes in the affairs of the ETF since the date of the Prospectus. Accordingly, the Prospectus and current ETF Facts represent current information regarding the ETF.
Given the disclosure obligations of the ETF, should any material change in the affairs of the ETF occur, the Prospectus and current ETF Facts will be amended as required under securities legislation.
New investors in the ETF will receive the most recently filed ETF Facts. The Prospectus will still be available upon request.
The Exemption Sought 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 is that the Exemption Sought is granted.
“Darren McKall”
_________________________________________________ Darren McKall, Associate Vice President Investment Management Division Ontario Securities Commission
Application #2025/0699 SEDAR+ #6364139