March 5, 2026
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 LIGHTWATER PARTNERS LTD. (the Filer)
AND
IN THE MATTER OF
ALL-CANADIAN OIL & GAS ETF
(the Fund)
DECISION
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 (the Legislation) that grants an exemption to:
(a) the Filer and the Fund from the requirement in subsection 5.9(1) of National Instrument 41-101 General Prospectus Requirements (NI 41-101) and subsection 59(1) of the Securities Act (Ontario) to include a certificate of an underwriter in the Fund’s prospectus in respect of the Units (the Underwriter’s Certificate Relief); and
(b) a person or company purchasing Units in the normal course through the facilities of the TSX (as defined below) or another Marketplace (as defined below) from the Take-Over Bid Requirements (as defined below) in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) (the Take-Over Bid Relief),
(collectively, the Underwriter’s Certificate Relief and the Take-Over Bid Relief, 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 each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Interpretation
Capitalized terms used herein have the meaning ascribed thereto below (or in National Instrument 14-101 Definitions, MI 11-102, and NI 81-102, as applicable) unless otherwise defined in this Decision.
Basket of Securities means a group of securities and/or assets determined by the Filer from time to time representing the constituents of the Fund to the extent reasonably possible.
Dealer means a registered dealer (that may or may not be a Designated Broker) that has entered into a Dealer Agreement with the Filer, on behalf of the Fund, pursuant to which the Dealer may subscribe for Units.
Dealer Agreement means an agreement between the Filer, on behalf of the Fund, and a Dealer.
Declaration of Trust means the master declaration of trust establishing the Fund dated February 2, 2026, as the same may be supplemented, amended or amended and restated from time to time.
Designated Broker means a Dealer that has entered into a Designated Broker Agreement with the Filer, on behalf of the Fund, pursuant to which the Designated Broker agrees to perform certain duties in relation to the Fund.
Designated Broker Agreement means an agreement between the Filer, on behalf of the Fund, and the Designated Broker.
ETF Facts means an ETF facts document required pursuant to NI 41-101 in respect of one or more classes or series of ETF securities being distributed under a prospectus.
Marketplace means a “marketplace” as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.
NAV means the net asset value of the Fund as calculated on each Valuation Day in accordance with the Declaration of Trust.
NI 81-102 means National Instrument 81-102 Investment Funds.
Prospectus Delivery Requirement means the requirement that a dealer, not acting as agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which the prospectus requirement of the Legislation applies, send or deliver to the purchaser or its agent, unless the dealer has previously done so, the latest prospectus and any amendment either before entering into an agreement of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that agreement.
Take-Over Bid Requirements means the requirements of NI 62-104 relating to take-over bids, including the requirement to file a report of a take-over bid and to pay the accompanying fee, in each Canadian Jurisdiction.
Unitholder means a holder of Units.
Units means redeemable, transferable Class E Units of the Fund, each of which represent an undivided interest in the net assets of the Fund, and Unit means any one of them.
Trading Day means a day on which a session of the TSX is held.
TSX means Toronto Stock Exchange.
Valuation Day means each day that is a Trading Day, or any other day as may be determined by the Filer from time to time.
Representations
This decision is based on the following facts represented by the Filer:
The Filer
The Filer is a corporation incorporated under the provincial laws of Ontario with its registered office located in Toronto, Ontario.
The Filer is a registered portfolio manager in Ontario and an investment fund manager in Newfoundland and Labrador, Ontario and Québec.
The Filer is, or will be, the promoter, trustee, manager and portfolio manager of the Fund.
The Filer is not in default of securities legislation in any of the Jurisdictions.
The Fund
The Fund is, or will be, a mutual fund structured as a trust that is governed by the laws of Ontario. The Fund is, or will be, a reporting issuer in each of the Jurisdictions. The Fund offers, or will offer, the Units.
Subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, the Fund is, or will be, subject to NI 81-102 and Unitholders will have the right to vote at a meeting of Unitholders in respect of matters prescribed by NI 81-102.
The Filer has filed an amended and restated preliminary prospectus dated February 20, 2026 in respect of the Units, as well as ETF Facts for the Units, with the securities regulatory authorities in each of the Jurisdictions (except for Québec).
The Filer has filed a preliminary prospectus dated February 20, 2026 in respect of the Units, as well as ETF Facts for the Units, with the securities regulatory authority in Québec.
The Filer has applied to list the Units on the TSX or another Marketplace. The Filer will not file a final prospectus to qualify the Units until the applicable Marketplace has conditionally approved the listing of the Units.
The Filer will file a final long form prospectus prepared and filed in accordance with NI 41-101, subject to any exemptions that may be granted by the applicable securities regulatory authorities.
Units will be distributed on a continuous basis in the Jurisdictions under a prospectus in the form prescribed by Form 41-101F2. Generally, all orders to purchase Units directly from the Fund (Creation Units) must be placed by Designated Brokers or Dealers. The Fund reserves the absolute right to reject any subscription order placed by a Designated Broker and/or a Dealer. No fees will be payable by the Fund to a Designated Broker or a Dealer in connection with the issuance of Units. On the issuance of Units, the Filer may, at its discretion, charge an administrative fee to a Designated Broker or a Dealer to offset any expenses incurred in issuing the Units. Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of Units on the TSX or another Marketplace.
On any Trading Day, a Designated Broker or a Dealer may place a subscription order for a prescribed number of Units (a PNU) or integral multiple PNU.
Unless the Filer shall otherwise agree or the Declaration of Trust shall otherwise provide, as payment for a PNU, a Dealer or a Designated Broker must deliver subscription proceeds consisting of a Basket of Securities and cash in an amount sufficient so that the value of the Basket of Securities and cash delivered is equal to the NAV of the applicable PNU determined at the Valuation Time on the effective date of the subscription order.
The Filer may, in its complete discretion, instead accept subscription proceeds consisting of (i) cash only in an amount equal to the NAV of the applicable PNU of the Fund determined at the Valuation Time on the effective date of the subscription order, plus (ii) if applicable, associated costs and expenses that the Fund incurs or expects to incur in purchasing securities on the market with such cash proceeds.
The Filer will publish, except when circumstances prevent it from doing so, the applicable PNU for the Fund following the close of business on each Trading Day on its website, www.lightwaterpartners.com. The Filer may, at its discretion, increase or decrease the applicable PNU from time to time.
The Filer may from time to time and, in any event not more than once quarterly, require a Designated Broker to subscribe for Units of the Fund for cash in a dollar amount not to exceed 0.30% of the NAV of the Fund, or such other amount as may be agreed to by the Filer and the Designated Broker. The number of Units issued will be the subscription amount divided by the NAV per Unit next determined following the delivery by the Filer of a subscription notice to the Designated Broker. Payment for the Units must be made by the Designated Broker by no later than the second Trading Day (or such shorter period, as may be required by applicable law) after the subscription notice has been delivered.
In addition to subscribing for and reselling their Creation Units, the Designated Brokers and Dealers will also generally be engaged in purchasing and selling Units of the same class or series as the Creation Units in the secondary market.
The Filer may appoint a Designated Broker to perform certain other functions, which may include standing in the market with a bid and ask price for the Units for the purpose of maintaining liquidity for the Units.
Except for subscriptions for Creation Units from the Designated Brokers and Dealers, as described above, and other distributions that are exempt from the Prospectus Delivery Requirement under the Legislation, Units generally will not be able to be purchased directly from the Fund. Investors are generally expected to purchase and sell Units, directly or indirectly, through dealers executing trades through the facilities of the TSX or another Marketplace. Units may also be issued directly to Unitholders upon a reinvestment of distributions of income or capital gains.
Unitholders that are not Designated Brokers or Dealers that wish to dispose of their Units may generally do so by selling their Units on the TSX or other Marketplace, through a registered dealer, subject only to customary brokerage commissions. On any Trading Day, Unitholders may redeem (i) Units for cash at a redemption price per Unit equal to 95% of the closing price for the Units on the TSX on the effective day of the redemption, subject to a maximum redemption price per Unit equal to the NAV per Unit on the effective day of redemption, less any applicable redemption fee to offset any associated transaction costs, or (ii) a PNU or a multiple PNU for cash equal to the NAV of that number of Units less any applicable redemption fee to offset any associated transaction costs.
Underwriter’s Certificate Relief
Designated Brokers and Dealers will not provide the same services in connection with a distribution of Creation Units as would typically be provided by an underwriter in a conventional underwriting.
The Filer will generally conduct its own marketing, advertising and promotion of the Fund to the extent permitted by its registrations.
Designated Brokers and Dealers will not be (and have not been) involved in the preparation of the Fund’s prospectus, will not perform any review or any independent due diligence to the content of the Fund’s prospectus, and will not incur any marketing costs or receive any underwriting fees or commissions from the Fund or the Filer in connection with the issuance of Units. Designated Brokers and Dealers generally seek to profit from their ability to create and redeem Units by engaging in arbitrage trading to capture spreads between the trading prices of Units and their underlying securities and by making markets for their clients to facilitate client trading in the Units.
Neither the Filer nor the Fund will pay any fees or commissions to Designated Brokers or Dealers in connection with distributing Units. As the Designated Brokers and Dealers will not receive any remuneration in connection with distributing Units and as the Dealers will change from time to time, it is not practical to provide an underwriter’s certificate in the prospectus of the Fund.
Take-Over Bid Relief
- As equity securities that will trade on the TSX or another Marketplace, it is possible for a person or company to acquire such number of Units so as to trigger the application of the Take-Over Bid Requirements. However:
a. it will be difficult for one or more Unitholders to exercise control or direction over the Fund, as the constating documents of the Fund will provide that there can be no changes made to the Fund that do not have the support of the Filer;
b. it will be difficult for purchasers of the Units to monitor compliance with the Take-Over Bid Requirements because the number of outstanding Units of the Fund will always be in flux as a result of the ongoing issuance and redemption of Units by the Fund; and
c. the way in which the Units will be priced deters anyone from either seeking to acquire control, or offering to pay a control premium for outstanding Units because pricing for each Unit will generally reflect the net asset value of the Units.
- The application of the Take-Over Bid Requirements to the Fund would have an adverse impact on the liquidity of the Units, because they could cause the Designated Brokers, the Dealers and other large Unitholders to cease trading Units once the Designated Brokers, Dealers or other large Unitholders reach the prescribed threshold at which the Take-Over Bid Requirements apply. This, in turn, could serve to provide conventional mutual funds with a competitive advantage over the Fund.
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, Associate Vice President
Investment Management Division
Ontario Securities Commission
Application No. 2026-48: Sedar # 06388119