MRRS Exemptive Relief Applications -- mutual fund prospectus lapse date extension granted to labour sponsored investment fund to facilitate the inclusion of its most recent financial statements in the fund's long form renewal prospectus as fund unable to incorporate financial statements by reference. Extension also granted to facilitate consolidation of fund's renewal prospectus with renewal prospectuses of other funds in the same group.
Applicable Ontario Provisions:
Securities Act, R.S.O. 1990, c. S.5, s. 62(5).
July 29, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,
QUEBEC, NOVA SCOTIA, NEW BRUNSWICK,
PRINCE EDWARD ISLAND AND NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
THE VENGROWTH III INVESTMENT FUND INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of Canada (the "Jurisdictions") has received an application (the "Application") from The VenGrowth III Investment 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 October 4, 2004 (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 November 26, 2005;
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;
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 April 26, 2004.
2. The Fund is registered as a labour-sponsored investment fund corporation under the Community Small Business Investment Fund 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 in all Jurisdictions except Quebec. The Fund is part of a group of other labour-sponsored investment funds (the "Other Funds") that includes The VenGrowth I Investment Fund Inc., The VenGrowth II Investment Fund Inc., The VenGrowth Advanced Life Sciences Fund Inc., and The VenGrowth Traditional Industries Fund Inc. The VenGrowth I Investment Fund Inc. and The VenGrowth II Investment Fund Inc. are not in distribution.
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. Both the Fund's and the Other Funds' financial year end is August 31.
4. Pursuant to the Legislation or the regulations made thereunder, the lapse date (the "Lapse Date") for the distribution of the Class A Shares of the Fund is October 4, 2005, except for Quebec, for which it is October 5, 2005. The lapse date for the Other Funds that are currently in distribution (the "Renewal Funds") is November 26, 2005. The Renewal Funds file a consolidated renewal prospectus and the Fund wishes to be included in the consolidated renewal prospectus.
5. Since October 4, 2004, the date of the Prospectus, no material change has occurred other than that for which an amendment has been filed. Accordingly, the Prospectus and the amendment thereto represent current information regarding the Fund. The requested extension will not affect the accuracy of information in the Prospectus.
6. The timing for preparation of the Fund's audited annual financial statements for the period ending August 31, 2005 for inclusion in the renewal of the Prospectus is not sufficient by the Lapse Date. The Fund wishes to include the most recent financial statements possible in the renewal of the Prospectus. Because National Instrument 81-101 -- Mutual Fund Prospectus Disclosure does not apply to the Fund, it may not incorporate its financial statements by reference into the renewal of the Prospectus.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is 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 of the Fund under the Prospectus was November 26, 2005.