April 14, 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

HARVEST PORTFOLIOS GROUP INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of Harvest Premium Yield Canadian Bank ETF (the Harvest ETF) for a decision (the Exemption Sought) under the securities legislation of the principal regulator (the Legislation) relieving the Harvest ETF from section 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102), in order to permit the Harvest ETF to purchase securities of an issuer, enter into a specified derivatives transaction or purchase an index participation unit even though, immediately after the transaction, more than 20% of the net asset value (NAV) of the Harvest ETF would be invested, directly or indirectly, in securities of any issuer (the Concentration Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for the 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 all of the provinces and territories of Canada other than the Jurisdiction (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this decision, unless otherwise defined.

Constituent Securities means Equity Securities of a Canadian bank listed on the TSX.

Equity Securities means any securities that represent an interest in an issuer, including common shares, securities convertible into or exchangeable for common shares and American Depositary Receipts, provided that the determination by the Manager that a security is an Equity Security shall be conclusive for all purposes herein.

TSX means the Toronto Stock Exchange.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation incorporated under the laws of the Province of Ontario, with its head office located at 610 Chartwell Road, Suite 204 in Oakville, Ontario.

2. 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 Québec.

3. The Filer is the registered investment fund manager and registered portfolio manager of the Harvest ETF.

The Harvest ETF

4. The Harvest ETF is an exchange traded alternative mutual fund (as defined in NI 81-102) governed by the laws of a Jurisdiction of Canada and a reporting issuer under the laws of the Jurisdictions.

5. The Filer has filed a long form prospectus on behalf of the Harvest ETF with the securities regulatory authority in each of the Jurisdictions.

6. The Harvest ETF is subject to NI 81-102, subject to any exemptions therefrom that may be granted by the securities regulatory authorities.

7. The units of the Harvest ETF (the Units) are listed on the TSX.

8. Neither the Filer nor the Harvest ETF is in default of any of its obligations under securities legislation in any of the Jurisdictions.

9. The investment objective of the Harvest ETF is to seek to provide unitholders with (i) the opportunity for capital appreciation by investing, directly or indirectly, on a levered basis, in a portfolio of Equity Securities of Canadian banks; (ii) regular cash distributions; and (iii) lower overall volatility of portfolio returns than would otherwise be experienced by owning the securities held by the Harvest ETF, directly. To achieve lower overall volatility of portfolio returns and generate monthly premiums, the Harvest ETF will write covered call and/or covered put options on the Equity Securities held in its portfolio. The level of option writing may vary based on market volatility and other factors.

10. The investment objective and investment strategy of the Harvest ETF, as well as the risk factors associated therewith, including concentration risk and use of leverage, are disclosed in the prospectus of the Harvest ETF, as may be amended from time to time.

11. The Exemption Sought is requested to permit the Harvest ETF to purchase Constituent Securities or enter into specified derivatives transactions in connection therewith, including covered call and/or covered put options, such that, immediately after the transaction, more than 20% of the NAV of the Harvest ETF would be invested in the Constituent Securities of one issuer for the purposes of determining compliance with section 2.1(1.1) of NI 81-102 (the Concentration Restriction).

Rationale for the Relief

12. In order to achieve its investment objectives, the Harvest ETF will invest in the Equity Securities of Canadian banks listed on the TSX. The initial portfolio of the Harvest ETF includes the Equity Securities of six Canadian banks (being Royal Bank of Canada, Toronto-Dominion Bank, Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and National Bank of Canada) (the Initial Constituent Banks). While the Harvest ETF may invest in the Equity Securities of other Canadian banks listed on the TSX, the Harvest ETF will only do so in response to fundamental changes in the sector or extraordinary events such as mergers, bankruptcies, amalgamations or options in respect of the Equity Securities of the Initial Constituent Banks not being listed on a recognized options exchange.

13. The Harvest ETF will use leverage in order to achieve its investment objective. The maximum aggregate exposure of the Harvest ETF to cash borrowing, short selling and specified derivatives will not exceed approximately 50% of its NAV. It is anticipated that such leverage will be created through the use of cash borrowings and/or specified derivatives.

14. Any investments by the Harvest ETF (owing, for example, to subscriptions received in respect of units of the Harvest ETF) will be made in accordance with the Harvest ETF’s investment strategies.

15. The Concentration Restriction restricts an alternative mutual fund from purchasing a security of an issuer, entering into a specified derivatives transaction or purchasing an index participation unit if, immediately after the transaction, more than 20% of its NAV would be invested in securities of any one issuer.

16. Given the composition of the Harvest ETF’s portfolio and the Harvest ETF’s investment strategies, which include use of leverage and writing of covered call and/or put options, the Harvest ETF requires relief from the Concentration Restriction as it may, from time to time, be offside the Concentration Restriction.

17. In the absence of the Exemption Sought, the Harvest ETF would not be able to employ the level of leverage contemplated by its investment strategies since doing so may result in an issuer representing a greater portion of the Harvest ETF’s NAV than is permitted by the Concentration Restriction. For example, if the Harvest ETF were to employ 50% leverage and hold an equally weighted portfolio of Equity Securities of the Initial Constituent Banks, each issuer would represent approximately 25% of the Harvest ETF’s NAV.

18. The Filer notes that, in respect of the Harvest ETF, its strategy to obtain exposure to the Equity Securities of Canadian banks is transparent and fully disclosed to investors. The Harvest ETF will not invest in or provide exposure to securities other than Equity Securities of the Initial Constituent Banks (or securities designed to gain exposure to the securities of the Initial Constituent Banks) except in response to fundamental changes in the sector or extraordinary events. Should such an event occur which prompts the Harvest ETF to hold Equity Securities of a Canadian bank other than the Initial Constituent Banks, the Harvest ETF will issue a news release disclosing such proposed change.

19. The Constituent Securities will be rebalanced at least semi-annually to maintain an approximately equal weight exposure to the Equity Securities held in each of the Initial Constituent Banks.

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, provided that:

(a) the investments of the Harvest ETF are in accordance with the investment objective and investment strategies of the Harvest ETF;

(b) the Harvest ETF’s investment strategies disclose that the Harvest ETF will obtain exposure to Canadian banks based on its investment objective and the next prospectus of the Harvest ETF, and each renewal thereafter, will disclose that the Harvest ETF will invest in the Equity Securities of Canadian banks in approximately equal weights and the portfolio will be rebalanced at least semi-annually to maintain approximately equal weight exposure to the Equity Securities. Any investments by the Harvest ETF (owing, for example, to subscriptions received in respect of Units of the Harvest ETF) will be made in accordance with the investment strategies of the Harvest ETF; and

(c) the next prospectus of the Harvest ETF, and each renewal thereafter, will include: (i) disclosure regarding the Exemption Sought under the heading “Exemptions and Approvals”; and (ii) a risk factor regarding the concentration of the Harvest ETF’s investments in the Initial Constituent Banks and the risks associated therewith.

“Darren McKall”

_________________________________

Darren McKall, Associate Vice President

Investment Management Division

Ontario Securities Commission

Application#: 2025/0752

SEDAR+ #: 6379138