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Auspice Capital Advisors Ltd. et al.

2024-03-18 | Decision | Securities Act | Investment funds and structured products | https://www.osc.ca/en/securities-law/orders-rulings-decisions/auspice-capital-advisors-ltd-et-al-1

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).


The Securities Commission has granted an exemption to Auspice Capital Advisors Ltd., on behalf of Auspice Diversified Trust and Auspice One Fund Trust, to extend the prospectus lapse date by 42 days. This decision is based on the Securities Act, R.S.O. 1990, c. S.5 as amended, specifically subsection 62(5). The extension allows the incorporation of the most recent financial statements and auditor’s consent letter following a change of auditor.

Key points include:

– The Funds’ current prospectus was set to lapse on February 28, 2024.
– A renewal prospectus was required by March 9, 2024, to continue distribution of securities.
– The Funds changed auditors from KPMG LLP to EY LLP in 2023.
– Due to the auditor change, obtaining KPMG’s consent for the 2022 Audit Report was not feasible without incurring high costs.
– EY is expected to complete the 2023 Fiscal Year-End audit by March 30, 2024, and provide a more cost-effective consent letter in early April 2024.
– The extension is in the best interests of the Funds’ securityholders and allows for the inclusion of up-to-date financial information in the Fund Facts.
– There have been no other material changes in the Funds’ affairs since the filing of the current prospectus.

The exemption was granted without conditions, as it was determined that extending the lapse date to April 10, 2024, would not be prejudicial to the public or investors. The decision was made under the applicable legislative provisions and is consistent with the test set out in the Legislation.