Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds 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 Funds, dated February 28, 2025 (the Current Prospectus) be extended to the time limits that would apply as if the lapse date of the Current Prospectus were May 8, 2026 (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 British Columbia, Alberta, Saskatchewan and Manitoba (together with Ontario, 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.

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 Québec.
The Filer is the trustee and manager of the Funds.
Each Fund is (a) a trust established under the laws of the province of British Columbia, and (b) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus.
The Filer and the Funds are 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 for the Current Prospectus is February 28, 2026 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), the distribution of securities of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file 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.
Effective as of January 1, 2026, Ernst & Young LLP (E&Y) replaced KPMG LLP as auditor of the Funds.
The audited financial statements of the Funds for the year ended December 31, 2025, will not be finalized by the Current Lapse Date. Unless the Exemption Sought is granted, the unaudited financial statements of the Funds for the period ended June 30, 2025, would, in accordance with section 3.1.2 of NI 81-101, need to be reviewed by the Funds’ auditors and incorporated by reference into the Funds’ final simplified prospectus on renewal.
As E&Y is currently preparing the audited financial statements for the year ended December 31, 2025, which are required to be filed no later than March 31, 2026, the Filer believes that it would be unreasonable to also incur the additional time, cost and expense associated with a review of the Funds’ unaudited interim financial statements for the period ended June 30, 2025.
Currently, securities of the Funds are qualified for distribution in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The Filer plans to qualify the securities of the Funds for distribution in all of the provinces and territories of Canada in connection with the next renewal of the Funds’ simplified prospectus. As a result, all documents incorporated by reference into the Funds’ simplified prospectus (the Documents Incorporated by Reference) will need to be translated into the French language, which is a significant undertaking that will need to be completed on or before the Current Lapse Date. Without the Exemption Sought, the securities of the Funds may not be able to be qualified for distribution in the province of Québec in connection with the renewal of the Funds’ simplified prospectus as the translation of the Documents Incorporated by Reference may not be completed by the Current Lapse Date.
There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and current fund facts of the Funds continues to provide accurate information regarding the Funds.
Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectus and current fund facts of the Funds will be amended as required under the Legislation.
New investors of the Funds will receive delivery of the most recently fund facts of the Funds. The Current Prospectus of the Funds will remain available to investors upon request.
The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus or fund facts of the Funds, and therefore, will 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 under the Legislation is that the Exemption Sought is granted.

“Darren McKall”

Darren McKall, Associate Vice President

Investment Management Division

Ontario Securities Commission

Application #2026/18

SEDAR+ #6383708

SCHEDULE A

THE FUNDS

Steadyhand Savings Fund

Steadyhand Income Fund

Steadyhand Founders Fund

Steadyhand Builders Fund

Steadyhand Equity Fund

Steadyhand Global Equity Fund

Steadyhand Small-Cap Equity Fund

Steadyhand Global Small-Cap Equity Fund

Purpose Investments Inc. (Re), 2026 CanLII 7353

Case Summary