IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO
April 16, 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 Hamilton Capital Partners Inc. (THE FILER)
AND
Hamilton Enhanced Canadian Bank ETF Hamilton Enhanced Multi-Sector Covered Call ETF Hamilton Enhanced Utilities ETF Hamilton Utilities YIELD MAXIMIZER™ ETF Hamilton REITs YIELD MAXIMIZER™ ETF (the Funds)
DECISION
Background
The principal regulator in Ontario 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 limit for the renewal of the long form prospectus of the Funds dated June 5, 2024 (the Current Prospectus) be extended to the time limit that would apply if the lapse date of the Current Prospectus was August 16, 2025 (the Exemption Sought).
Under National Policy 11-203 - Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 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 Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 - Definitions, NI 81-102 or in MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.
Representations
The decision is based on the following facts represented by the Filer:
General
1The Filer is a corporation incorporated under the laws of Ontario with a head office in Toronto.
2The Filer currently is registered as: (i) an investment fund manager in Ontario, Quebec and Newfoundland & Labrador; (ii) an exempt market dealer in Ontario; (iii) a portfolio manager in Ontario; and (iv) a commodity trading manager in Ontario.
3The Filer is the investment fund manager of the Funds.
4Each of the Funds is an open-ended, exchange-traded, mutual fund trust established under the laws of Ontario. The Funds are each reporting issuers as defined in the securities legislation of each of the Canadian Jurisdictions. Securities of the Funds are listed for trading on the Toronto Stock Exchange.
5Neither the Filer nor the Funds are in default of securities legislation in any of the Canadian Jurisdictions.
6The Funds currently distribute their securities in the Canadian Jurisdictions under a long form prospectus dated June 5, 2024 (the Current Prospectus).
7Pursuant to subsection 62(1) of the Act, the lapse date of the Funds is June 5, 2025 (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) the Funds file a pro forma long form prospectus at least 30 days prior to the Lapse Date; (ii) the final long form prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final long form prospectus is obtained within 20 days of the Lapse Date.
8The renewal pro forma prospectus relating to the Funds is therefore required to be filed by May 6, 2025 (the Pro Forma Deadline) in order for securities of each of the Funds to continue to be distributed after the Lapse Date.
9The Filer is also the investment fund manager of other exchange-traded mutual funds (the Other Funds and together with the Funds, the Hamilton Funds) offered under a separate long form prospectus that has a lapse date of August 16, 2025 (the Other Fund Prospectus).
10The Filer wishes to combine the Current Prospectus with the Other Fund Prospectus in order to reduce the renewal, printing and related costs of the Hamilton Funds and move the renewal timeframe of the Funds to a more administratively beneficial date. The Hamilton Funds share many common operational and administrative features and combining the Current Prospectus with the Other Fund Prospectus will enable the Filer to streamline operations and disclosure across its fund platform, and will allow investors to compare the features of the Hamilton Funds more easily.
11The Filer may make minor changes to the features of the Other Funds as part of the process of renewing the Other Fund Prospectus. Offering the Funds under the same renewal prospectus as the Other Funds will ensure that the Filer can make the operational and administrative features of the Hamilton Funds consistent with each other, if necessary.
12If the Exemption Sought is not granted, it will be necessary to renew two sets of prospectus documents for the Hamilton Funds within a short period of time. In view of the Filer, it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Exemption Sought.
13In addition, if the Exemption Sought is not granted by June 5, 2025, securities of the Funds will no longer be permitted to be distributed.
14There have been no material changes in the affairs in any of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and ETF Facts documents of the Funds represent current information regarding the Funds.
15Given the disclosure obligations of the Filer and the Funds, should any material change occur, the Current Prospectus and current ETF Facts will be amended as required under the Act and National Instrument 81-106 Investment Fund Continuous Disclosure.
16New investors in the Funds will receive delivery of the most recently filed ETF Facts documents of the Funds, as applicable. The Current Prospectus will still be available upon request.
17The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus or the respectively filed ETF Facts documents of the Funds, and therefore will not be prejudicial to the public interest.
18The Exemption Sought is relatively limited in nature as it would provide the Funds a lapse date extension of approximately 72 days.
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, Manager Investment Management Division Ontario Securities Commission
Application #: 2025/0207 Sedar+ #: 6268810