Evolve Funds Group Inc. and Evolve Canadian Utilities Enhanced Yield Index Fund

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to permit the extension of a prospectus lapse date by 15 days to facilitate the consolidation of the fund's prospectus with the prospectus of different funds under common management -- no conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

July 10, 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
EVOLVE FUNDS GROUP INC.
(the Filer)

AND

IN THE MATTER OF
EVOLVE CANADIAN UTILITIES ENHANCED YIELD INDEX FUND
(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 the time limit for the renewal of the long form prospectus of the Fund (dated August 1, 2024) (the Prospectus) be extended to the time limit that would apply if the lapse date of the Prospectus was August 16, 2025 (the Exemption Sought).

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

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) 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

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:

1. The Filer is a corporation incorporated under the laws of Canada, with its head office located in Toronto, Ontario.

2. The Filer is registered as (i) a portfolio manager in Ontario, (ii) a commodity trading manager in Ontario and (iii) an investment fund manager in each of Ontario, Québec and Newfoundland and Labrador.

3. The Filer is the investment fund manager of the Fund.

4. The Fund is an exchange-traded mutual fund (ETF) established under the laws of Ontario, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

5. Neither the Filer nor the Fund are in default of securities legislation in any of the Jurisdictions.

6. The Fund currently distributes securities in the Jurisdictions under the Prospectus. Securities of the Fund trade on the Toronto Stock Exchange.

7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Prospectus is August 1, 2025 (the Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the Fund would have to cease on the Lapse Date unless: (i) the Fund files a pro forma prospectus at least 30 days prior to the Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the Lapse Date.

8. The Filer is the investment fund manager of 12 other ETFs (the August Funds) that currently distribute their securities to the public under a prospectus that has a lapse date of August 16, 2025 (the August Prospectus).

9. The Filer wishes to combine the Prospectus with the August Prospectus in order to reduce renewal and related costs of the Fund and the August Funds.

10. Offering the Fund and the August Funds under one prospectus would facilitate the distribution of the Fund and the August Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. As the Fund and the August Funds are all managed by the Filer, offering them under one prospectus (as opposed to two) will allow investors to more easily compare their features.

11. It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal prospectuses given how close in proximity the lapse dates of the Fund and the August Funds are to one another.

12. There have been no material changes in the business, operations, or affairs of the Fund since the date of the Prospectus. Accordingly, the Prospectus and current ETF Facts and Fund Facts documents of the Fund represent current information regarding the Fund.

13. Given the disclosure obligations of the Fund, should any material change in the affairs of the Fund occur, the Prospectus and current ETF Facts and Fund Facts documents of the Fund will be amended as required under the Legislation.

14. New investors in the Fund will receive the most recently filed ETF Facts or Fund Facts document, as applicable, of the Fund. The Prospectus will still be available upon request.

15. The Exemption Sought will not affect the accuracy of the information contained in the Prospectus and will therefore 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" 
Associate Vice President, Investment Management Division 
Ontario Securities Commission

Application File #: 2025/0399
SEDAR+ File #: 6304830