May 8, 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 PURPOSE INVESTMENTS INC. (the Filer)
AND
PURPOSE ETHER STAKING CORP. ETF (the Fund)
Decision
I. Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of the Fund dated June 14, 2024 (the Current Prospectus) be extended to the time limits that would apply as if the lapse date of the Current Prospectus was August 28, 2025 (the Exemption Sought).
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).
II. 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.
III. representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation existing under the laws of Ontario with its registered head office in Toronto, Ontario.
The Filer is registered as (a) an investment fund manager, exempt market dealer, portfolio manager and commodity trading manager in the province of Ontario, (b) an investment fund manager and exempt market dealer in the provinces of Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Saskatchewan, and (c) an investment fund manager, exempt market dealer and portfolio manager in Alberta, British Columbia, Newfoundland and Labrador and Quebec.
The Filer is the trustee and manager of the Fund. The Filer is also the manager of other mutual funds as listed in Schedule A (the Other Funds) that are offered in each of the Jurisdictions under a simplified prospectus with a lapse date of August 28, 2025.
The Fund is (a) a mutual fund corporation established under the laws of the province of Ontario, and (b) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
Securities of the Fund are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus.
Neither the Filer nor the Fund are 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 for the Current Prospectus is June 14, 2025 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act and National Instrument 81-101 Mutual Fund Prospectus Disclosure, the distribution of securities of the Fund would have to cease on the Current Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Lapse Date.
The Filer wishes to combine the Current Prospectus with the simplified prospectus of the Other Funds in order to reduce renewal, printing and related costs and intends to file the pro forma simplified prospectus and final simplified prospectus of both the Fund and the Other Funds under a single prospectus document as though the lapse date of the Current Prospectus was August 28, 2025, consistent with the lapse date of the simplified prospectus of the Other Funds. Offering the Fund under the same renewal simplified prospectus as the Other Funds would facilitate the distribution of the Fund in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer’s fund platform. The Fund shares many common operational and administrative features with the Other Funds and combining them in the same simplified prospectus 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 simplified prospectuses given how close in proximity the lapse date of the Current Prospectus and the lapse date of the current simplified prospectus of the Other Funds are to one another.
The Filer may make changes to the features of the Other Funds as part of the process of renewing the Other Funds’ simplified prospectus. The ability to renew the Current Prospectus with the simplified prospectus of the Other Funds will ensure that the Filer can make the operational and administrative features of the Fund and the Other Funds consistent with each other, if necessary.
There have been no material changes in the affairs of the Fund since the date of the Current Prospectus. Accordingly, the Current Prospectus, current ETF Facts and current fund facts of the Fund continue to provide accurate information regarding the Fund.
Given the disclosure obligations of the Filer and the Fund, should any material change in the business, operations or affairs of the Fund occur, the Current Prospectus, current ETF Facts and current fund facts of the Fund will be amended as required under the Legislation.
New investors of the Fund will receive delivery of the most recently filed ETF Facts and fund facts of the Fund. The Current Prospectus of the Fund will remain available to investors upon request.
The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus, ETF Facts or fund facts of the Fund, and therefore will not be prejudicial to the public interest.
IV. 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 Division
Ontario Securities Commission
Application No. 2025/0295
SEDAR #6278877
SCHEDULE A
THE OTHER FUNDS
Purpose Diversified Real Asset Fund
Purpose Structured Equity Yield Plus Fund
Purpose Multi-Strategy Market Neutral Fund
Purpose Credit Opportunities Fund
Purpose Select Equity Fund
Purpose Bitcoin Yield ETF
Purpose Ether Yield ETF
Purpose Bitcoin ETF
Purpose Ether ETF
Purpose Structured Equity Growth Fund