Purpose Investments Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted for extension of lapse date of prospectus -- Filer inadvertently failed to file a pro forma prospectus not less than thirty days prior to the lapse date as required by the legislation -- Lapse date extended by 20 days -- No conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
March 18, 2021
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 IN THE MATTER OF PURPOSE STRUCTURED EQUITY YIELD PORTFOLIO II (the Fund)
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 limits for the renewal of the simplified prospectus of the Fund (the Current Prospectus) be extended to those time limits that would apply if the lapse date was April 22, 2021 (the Requested Relief).
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).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision unless otherwise defined.
This decision is based on the following facts represented by the Filer.
1. The Filer is a corporation amalgamated under the laws of the Province of Ontario. The Filer's head office is located in Toronto, Ontario.
2. The Filer is registered as a portfolio manager in British Columbia, Ontario and Québec, an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, a commodity trading manager in Ontario and an investment fund manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan. The Filer is the investment fund manager of the Fund.
3. The Fund is an open-end mutual fund established under the laws of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
4. Other than the failure to meet the Pro Forma Filing Deadline (defined below), neither the Filer nor the Fund are in default of securities legislation in any of the Jurisdictions.
5. The Fund filed the Current Prospectus, a final simplified prospectus dated April 2, 2020, for which it obtained a receipt and under which it has been distributing securities in the Jurisdictions since the date of the Current Prospectus.
6. Pursuant to the Legislation, the lapse date of the Current Prospectus is April 2, 2021 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Fund would have to cease on the Current Lapse Date unless: (i) the Fund files a pro forma prospectus at least 30 days prior to the Current Lapse Date (the Pro Forma Filing Deadline); (ii) the final prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days following the Current Lapse Date.
7. The Filer intended to file a pro forma simplified prospectus on or before the Pro Forma Filing Deadline but through inadvertence, the pro forma simplified prospectus of the Fund was not filed on or before the Pro Forma Filing Deadline. As soon as the Filer realized that the Pro Forma Filing Deadline had passed, it filed a pro forma simplified prospectus (the Renewal Prospectus) as expeditiously as possible.
8. The Filer desires to extend the Current Lapse Date of the Current Prospectus to April 22, 2021 to allow the principal regulator in the Jurisdiction sufficient time to review and comment on the Renewal Prospectus and for the Filer to prepare and file all documents for the Fund.
9. There have been no material changes in the affairs of the Fund since the date of the Current Prospectus. Accordingly, the Current Prospectus and current Fund Facts of the Fund represent current information regarding the Fund.
10. 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 and current Fund Facts of the Fund will be amended as required under the Legislation.
11. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus or the Fund Facts of the Fund and will therefore not be prejudicial to the public interest.
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 Requested Relief is granted.