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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -------------------------
WASHINGTON, D.C. 20549 OMB APPROVAL
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OMB NUMBER: 3235-0381
FORM 40-F/A EXPIRES: April 30, 2006
Estimated average burden
(Amendment No. 1) hours per response...427
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[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[_] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
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ADVANTAGE ENERGY INCOME FUND
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(Exact name of Registrant as specified in its charter)
N/A
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(Translation of Registrant's name into English (if applicable))
ALBERTA
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(Province or other jurisdiction of incorporation or organization)
1311
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(Primary Standard Industrial Classification Code Number (if applicable))
N/A
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(I.R.S. Employer Identification Number (if applicable))
3100, 150 - 6TH AVENUE SW, CALGARY, ALBERTA, CANADA T2P 3Y7 (403) 261-8810
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(Address and telephone number of Registrant's principal executive offices)
CORPORATION SERVICE COMPANY
1133 AVENUE OF AMERICAS, 31ST FLOOR, NEW YORK, NY 10036 1-800-927-9800
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(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
TRUST UNITS NEW YORK STOCK EXCHANGE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
NONE
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NONE
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(Title of Class)
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
SEC 2285 (08-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
For annual reports, indicate by check mark the information filed with this Form:
[_] Annual information form [_] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
[_] Yes 82-_________ No |X|
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
[_] Yes |X| No
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form 40-F of
Advantage Energy Income Fund (the "Registrant"), including exhibits hereto, is
being filed by the Registrant to amend its Registration Statement on Form 40-F
(the "Original Form 40-F"), filed with the Commission on November 16, 2005, by
replacing in its entirety the Independent Auditor's Consent filed as Exhibit
23.1 thereto with the Consent of Independent Registered Public Account Firm (the
"Auditor's Consent") attached hereto as Exhibit 23.1. The Registrant is also
including the Auditor's Report on Reconciliation to United States General
Accepted Accounting Principals (the "Auditor's Report"), as exhibit 23.2 hereto.
The Auditor's Consent and Auditor's Report were inadvertantly omitted from the
Original Form 40-F filing.
In addition, the Registrant is filing an amended Reconciliation of
Financial Statements to United States Generally Accepted Accounting Principles,
attached as Exhibit 99.150 hereto, to replace in its entirety the Reconciliation
of Financial Statements to United States Generally Accepted Accounting
Principles, filed in the Original Form 40-F as exhibit 99.150, to correct a
typographical error on the exhibit.
Other than as expressly set forth above, this Form 40-F/A does not, and
does not purport to, update or restate the information in any Item of the
Original Form 40-F or reflect any events that have occurred after the Original
Form 40-F was filed.
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UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Original Form 40-F, as
amended; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the
class of securities in relation to which the obligation to file this report
arises. Any change to the name or address of the agent for service of process of
the Registrant shall be communicated promptly to the Commission by an amendment
to the Form F-X referencing the file number of the relevant registration
statement.
Any change to the name or address of the agent for service of process
of the registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form F-X referencing the file number of the
relevant registration statement.
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EXHIBITS
The following exhibits are filed as part of this report.
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EXHIBIT NUMBER DESCRIPTION
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23.1 Consent of KPMG LLP to the inclusion of the Auditor's
Report dated February 22, 2005 on the Registrant's Audited
Consolidated Financial Statements for the fiscal year
ended December 31, 2004.
23.2 Report of KPMG LLP on Reconciliation to United States
Generally Accepted Account Principals, dated November 14,
2005
99.4* Certifications of Chief Executive Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350).
99.5* Certifications of Chief Financial Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350).
99.150 Amended Supplemental Financial Information for the U.S.
Securityholders (Reconciliation of Financial Statements to
United States Generally Accepted Accounting Principles)
* PREVIOUSLY FILED
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this Amendment No.1 to the Registration Statement on Form 40-F/A to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Calgary, Province of Alberta, Canada.
Dated: December 21, 2005
ADVANTAGE ENERGY ENERGY INCOME FUND
By: /s/ Peter Hanrahan
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Name: Peter Hanrahan
Title: Vice-President and
Chief Financial Officer of
Advantage Oil & Gas Ltd.,
on behalf of Advantage
Energy Income Fund
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