VentureLink LP et al.
Headnote
NP 11-203 -- Coordinated Review -- Lapse date of mutual fund prospectus extended until amalgamation of funds -- Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus -- Securities Act (Ontario).
Applicable Legislative Provisions
Securities Act , R.S.O. 1990, c. S.5, as am., s. 147.
August 20, 2010
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
AND
IN THE MATTER OF
VENTURELINK LP
(the "Filer")
AND
VENTURELINK FINANCIAL SERVICES
INNOVATION FUND INC., VENTURELINK
BRIGHTER FUTURE FUND INC., AND
VENTURELINK DIVERSIFIED INCOME FUND INC.
(the "Offering Funds")
DECISION
Background
The Shareholders of each of the Offering Funds and VentureLink Balanced Fund Inc. (the "Balanced Fund", and collectively with the Offering Funds, the "Funds") have approved, by special resolution on July 22, 2010, the amalgamation of the Funds (the "Amalgamation") to form one new fund (the "Innovation Fund"). The Filer will file a preliminary prospectus in respect of the Innovation Fund forthwith after it is created by Amalgamation on or about September 10, 2010.
The Ontario Securities Commission has received an application from the Filer on behalf of the Offering Funds for a decision under Section 147 of the Securities Act (Ontario) (the "Act") that the lapse date of the long form prospectus of each of the Offering Funds dated August 25, 2009 (the "Current Prospectuses") be extended to October 14, 2010, to permit the Offering Funds to continue to distribute Class A Shares in Ontario until a receipt is issued for the (final) prospectus of the Innovation Fund (the "Relief Sought").
Interpretation
Defined terms contained in National Instrument 14-101 -- Definitions have the same meanings in this decision unless they are otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is the manager of each of the Funds. The Filer and the Funds are not in default of any of the requirements of applicable securities legislation.
2. The Offering Funds are reporting issuers under the securities legislation of each of the provinces of Canada except Quebec. The Balanced Fund is a reporting issuer under the Act. Each of the Offering Funds filed a final prospectus dated August 25, 2009 (the "Current Prospectus(es)") for which it obtained a receipt an under which it has been distributing its securities in Ontario only since the date of the Current Prospectus.
3. The lapse date for each of the Current Prospectuses is August 25, 2010 (the "Lapse Date").
4. On June 10, 2010, the Filer announced an Amalgamation proposal, which proposal was, at a special meeting of the shareholders of each of the Funds held on July 22, 2010, approved by the shareholders of each of the Funds by way of a special resolution.
5. The Amalgamation will be effected in accordance with applicable requirements governing the Funds, including National Instrument 81-102 Mutual Funds, National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.
6. In view of the proposed Amalgamation, the Filer does not intend to file renewal prospectuses for the Offering Funds, but intends to file a preliminary prospectus for the Innovation Fund forthwith after the Amalgamation on or about September 10, 2010. Securities of the Offering Funds will therefore not be qualified for distribution during the period from the Lapse Date of the Current Prospectuses to the granting of a receipt for the (final) prospectus of the Innovation Fund unless the Relief Sought is granted. The Filer wishes to continue to distribute securities of the Offering Funds during that period. An extension of the Lapse Date to October 14, 2010 is therefore requested.
7. If the Relief Sought is not granted, the Offering Funds would each be required to file proforma prospectuses, or cease offering on the Lapse Date. The financial costs and time involved in producing and filing those prospectuses would be unnecessarily costly to the shareholders of each of the Offering Funds.
8. There have been no material changes in the affairs of the Offering Funds since the date of the Current Prospectuses other than in connection with the Amalgamation, which has been the subject of a prospectus amendment for each of the Offering Funds. Accordingly, each Current Prospectus represents the current information regarding the applicable Offering Fund.
9. The Relief Sought will not affect the accuracy of information in the Current Prospectuses, as they may be further amended, and will accordingly not be prejudicial to public interest.
Decision
The Ontario Securities Commission is satisfied that the decision meets the test set out in the Legislation for it to make the decision.
The decision of the Ontario Securities Commission under Section 147 of the Act is that the Relief Sought is granted.