Securities Law & Instruments

Headnote

Application by not-for-profit entity (the Filer) to vary representations in previous decision to facilitate use of the passport system described in Multilateral Instrument 11-102 Passport System (MI 11-102) in Quebec -- Filer operates online portal bringing together accredited investors and issuers that aim to solve social or environmental challenges -- Filer registered as restricted dealer in Ontario -- previous decision granted Filer relief from certain know-your-client (KYC) and suitability requirements contained in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) subject to certain conditions -- Filer recently obtained registration as a restricted dealer in Quebec and wishes to rely on the decision and the passport system in Quebec -- application for fee relief in connection with making variation application -- relief granted -- Filer may, at a later date, seek to extend portal to include issuers and investors in other Canadian jurisdictions, subject to obtaining registrations and necessary consents in these jurisdictions.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System (MI 11-102).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.2(2)(c), 13.3 and Part 15.

Ontario Securities Commission Rule 13-502 Fees.

March 6, 2014

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF MARS VX (the Filer)

DECISION

Background

The Filer has made an application (the Application) to the Director (the Director) in the Jurisdiction for a decision, pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), to vary the previous decision of the Director made under section 15.1 of NI 31-103 entitled Re MaRS VX dated June 17, 2013 (the Previous Decision) in accordance with the Requested Amendment Relief (as described below).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions or the Previous Decision have the same meaning in this decision unless they are otherwise defined in this decision (the Decision).

Representations

This Decision is based on the following facts represented by the Filer:

1. The Filer is a not-for-profit entity and is a wholly owned subsidiary of MaRS Discovery District (MaRS).

2. MaRS is a registered charity and a not-for-profit entity without share capital created by letters patent under the Canada Corporations Act having its head office located in Toronto, Ontario that carries on its operations without pecuniary gain.

3. The Filer's current objective is to facilitate impact investing by bringing together via an online platform (the Platform) accredited investors (as such term is defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) in Ontario and potentially in other jurisdictions and issuers that are social impact issuers and/or environmental impact issuers in Ontario and potentially other jurisdictions in Canada aiming to solve social or environmental challenges in these jurisdictions.

4. The Filer is registered as a restricted dealer in Ontario pursuant to section 25(1) of the Securities Act (Ontario) and NI 31-103.

5. On June 17, 2013, the Filer was granted certain relief from certain requirements under NI 31-103 that would otherwise be applicable to the Filer in connection with the operation of the Platform, subject to terms and conditions, all as described in the Previous Decision.

6. On February 10, 2014, the Filer was granted registration as a restricted dealer in the Province of Quebec.

7. The Filer now wishes to amend the Previous Decision in order to be able to rely on the passport system described in Multilateral Instrument 11-102 Passport System (MI 11-102) in the Province of Quebec.

8. Specifically, the Filer has requested that paragraphs 5, 6 and 7 of the Previous Decision be deleted and replaced by the following new paragraphs (the Requested Amendment Relief):

5. The Filer's objective is to facilitate impact investing by bringing together via an online platform (the "Platform") accredited investors (as such term is defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") in Ontario, Quebec and potentially in other jurisdictions and issuers that are social impact issuers and/or environmental impact issuers in Ontario, Quebec and potentially other jurisdictions in Canada aiming to solve social or environmental challenges in these jurisdictions.

The term "impact issuer" means a small or medium-sized venture with less than $25 million in revenues at the time of initial access to the Private Portal, a prioritized mission, earned revenues and proven impact, including for-profit corporations, non-profit corporations, for-profit cooperatives and non-profit cooperatives. It also means a venture capital fund, private equity fund, or similar type of fund that is not an investment fund as defined in the Act or in National Instrument 81-106 Investment Fund Continuous Disclosure, with a prioritized mission, and proven impact or that has retained a manager with proven impact.

The term "social impact issuer" means an issuer that focuses on creating opportunities and/or breaking the cycle of poverty in subsectors including, but not limited to, affordable housing, employment services, food security, education, First Nations and new Canadians.

The term "environmental impact issuer" means an issuer that focuses on building environmental sustainability in subsectors including, but not limited to, renewable energy, sustainable agriculture, consumer products, water and transportation.

6. The Filer will allow only social impact issuers and/or environmental impact issuers in Ontario, Quebec, and other jurisdictions in Canada, with the prior written consent of the other jurisdictions (as described below), to use the Private Portal.

7. The Filer may, at a later date, propose to allow accredited investors resident in other Canadian jurisdictions to use the Private Portal to make investments in social impact issuers and environmental impact issuers in Ontario, Quebec, and other jurisdictions in Canada. Prior to allowing accredited investors in another Canadian jurisdiction to use the Private Portal, the Filer will apply for and obtain registration as a restricted dealer in that jurisdiction or make such other arrangements as are acceptable to the regulator or securities regulatory authority in that jurisdiction. The Filer undertakes not to rely on section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") to passport this Decision into another Canadian jurisdiction without the prior written consent of the regulator or securities regulatory authority in that jurisdiction.

9. Upon the granting of the Requested Amendment Relief, the Filer intends to file a notice pursuant to section 4.7(1) of MI 11-102 to passport the Previous Decision, as amended, into Quebec.

10. The Filer has further made an application to the Director in the Jurisdiction for a decision, pursuant to section 6.1 of Ontario Securities Commission Rule 13-502 Fees (the Fees Rule), that the Filer be exempt from the requirement to pay an activity fee for making the Application (the Requested Fee Relief).

11. This decision is based on the same representations made by the Filer in the Previous Decision and which remain true and complete.

Decision

The Director is satisfied that the decision meets the test set out in the Legislation for the Director to make the decision.

It is the decision of the Director that the Requested Amendment Relief and the Requested Fee Relief is granted.

"Debra Foubert"
Director, Compliance & Registrant Regulation
Ontario Securities Commission