Mutual Reliance Review System for Exemptive Relief Applications - application for mutual fund prospectus lapse date extension.
Applicable Ontario Provisions
Securities Act, R.S.O. 1990, c. S.5, s. 62(5).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, QUEBEC, BRITISH COLUMBIA, ALBERTA,
SASKATCHEWAN, NEW BRUNSWICK, NOVA SCOTIA
PRINCE EDWARD ISLAND, AND NEWFOUNDLAND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
THE VENGROWTH ADVANCED LIFE SCIENCES FUND INC.
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of Canada, except Manitoba (the "Jurisdictions") has received an application (the "Application") from The VenGrowth Advanced Life Sciences Fund Inc. (the "Fund") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the lapse date for the renewal of the current prospectus dated December 10, 2002 (the "Prospectus") for the Class A shares of the Fund (the "Class A Shares") be extended to those time limits that would be applicable if the lapse date of the Prospectus was January 31, 2004;
AND WHEREAS, pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS the Fund has represented to the Decision Makers that:
1. The Fund is a corporation incorporated under the Canada Business Corporations Act by articles of incorporation dated October 18, 1999, as amended.
2. The Fund is registered as a labour-sponsored investment fund corporation under the Community Small Business Investment Funds Act (Ontario) and a labour-sponsored venture capital corporation under the Income Tax Act (Canada). The Fund is a mutual fund pursuant to the Legislation.
3. The Fund is a reporting issuer under the Legislation and is not in default of any requirements of the Legislation or the regulations made thereunder.
4. Pursuant to the Legislation or the regulations made thereunder, the lapse date (the "Lapse Date") for distribution of Class A Shares is December 10, 2003, except for Quebec and New Brunswick, for which it is December 12, 2003.
5. Since December 10, 2002, the date of the Prospectus, no material change has occurred and no amendments have been made to the Prospectus. Accordingly, the Prospectus represents up-to-date information regarding the Class A Shares offered therein. The extension request will not affect the currency of the information contained in the Prospectus.
6. The Fund has set a shareholders meeting for January 7, 2004 for the approval of certain amendments to the management agreement or a new agreement between the Fund and the Manager, which, if the requested Lapse Date extension is not granted, will require an amendment to any new prospectus filed within days of obtaining a receipt, generating undue costs for the Fund.
AND WHEREAS, under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS the Decision Makers are satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the time limits provided by the Legislation as they apply to a distribution of securities under a prospectus are hereby extended to the time limits that would be applicable if the Lapse Date for the distribution of Class A Shares under the Prospectus was January 31, 2004 provided that:
a) the Fund shall file a prospectus amendment prior to January 1, 2004 describing the proposed mechanism to pay and account for sales commissions payable on the sales of Class A Shares, which mechanism is subject to shareholder approval; and
b) the Fund shall use its best efforts to have any prospectus it files receipted by the Lapse Date.
November 17, 2003.