Exemption Orders (Discretionary)
WORKING OPPORTUNITY FUND (EVCC) LTD.
2001 BCSECCOM 847
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF WORKING OPPORTUNITY FUND (EVCC) LTD.
Order Under Sections 48 and 171
[para 1]
WHEREAS the Superintendent of Brokers issued an order (the “Existing Order”) on January 8, 1992, under the Securities Act, S.B.C. 1985, c. 83 to permit registered mutual fund dealers to trade in common shares (the “Common Shares”) of Working Opportunity Fund (EVCC) Ltd. (the “Issuer”) that are offered on a continuous basis under a prospectus;
[para 2]
AND WHEREAS the Issuer has applied for a variation of the Existing Order under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) to permit mutual fund dealers and persons registered to trade on behalf of mutual fund dealers to trade in the Common Shares and other securities of the Issuer that are offered on a continuous basis under a prospectus of the Issuer;
[para 3]
AND WHEREAS the Issuer represents to the Executive Director that:
1. the Issuer was incorporated under the laws of British Columbia on November 5, 1991, is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules B.C. Reg. 194/97;
2. the Issuer is registered as an employee venture capital corporation under the Employee Investment Act, R.S.B.C. 1996, c. 112 (the “EIA”);
3. the Issuer is a widely held venture capital investment fund that makes venture capital investments in a variety of small and medium sized British Columbia businesses which are considered eligible or permitted investments under the EIA;
4. the Issuer’s investment objective is to achieve long-term capital appreciation in its portfolio of investments;
5. under a prospectus dated January 15, 1992 and filed with the Commission, the Issuer distributed Common Shares to purchasers in British Columbia; after the completion of the distribution the Issuer carried out a continuous offering of Common Shares; since January 2000, the continuous offering has been for Balanced Class Shares and Growth Class Shares of the Issuer under annual information forms, pro-forma simplified prospectuses and simplified prospectuses under National Policy Statement No. 36, section 16 of National Policy Statement No. 39 and section 100(2) of the Rules and then National Instrument 81-101 and Part 15 of National Instrument 81-102 (the “Continuous Offering”);
6. at the time of the Existing Order, the Issuer’s authorized capital consisted of only Common Shares; in January of 2000 the Issuer added Balanced Class Shares and Growth Class Shares to its authorized capital (the Balanced Class Shares, Growth Class Shares, and Common Shares being collectively, the “Shares”);
7. the Shares have substantially similar rights and restrictions;
8. any individual who is a resident of British Columbia may purchase the Shares;
9. the net asset value of the Issuer and the net asset value per Share is calculated at the end of each valuation period determined by the Valuation Committee (currently weekly and cannot be less than monthly) and is published after the end of each valuation period in two newspapers of general circulation in British Columbia;
10. the Shares are qualified investments for trusts governed by RRSPs and RRIFs;
11. except for a transfer to a trust governed by an RRSP or an RRIF, a purchaser and an RRSP or an RRIF under which the purchaser or his or her spouse is the annuitant may transfer the Shares only:
(a) after the eighth anniversary of the date of issue of the Shares; or
(b) after the shareholder dies or becomes bankrupt, disabled and permanently unfit for work, or suffers an involuntary loss of employment;
12. a shareholder may require the Issuer to redeem his or her Shares at a price equal to the net asset value per Share at any time after eight years after the date of issue of the Shares, or earlier if the shareholder dies, becomes bankrupt, becomes disabled and permanently unfit for work, or suffers an involuntary loss of employment;
13. the Issuer is treated as a mutual fund corporation for income tax purposes; and
14. the Continuous Offering is analogous to an offering of shares or units by a mutual fund;
[para 4]
AND WHEREAS the Executive Director considers that it is not prejudicial to the public interest to do so;
[para 5]
IT IS ORDERED:
1. under section 171 of the Act that the Existing Order is revoked; and
2. under section 48 of the Act that section 34(1)(a) of the Act does not apply to trades in the Shares under the Continuous Offering by a person who is registered as a mutual fund dealer or registered to trade on behalf of a mutual fund dealer under the Act.
[para 6]
DATED August 20, 2001.
Gerry Halischuk
Director
Capital Markets Regulation