Securities Law & Instruments

Headnote

Investment for specified purpose by mutual fundsin securities of another mutual fund that is under common managementexempted from the requirements of clause 111(2)(c), subsection111(3), and clauses 117(1)(a) and 117(1)(d) subject to certainspecified conditions.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5,as am. ss. 111(2)(c), 111(3), 117(1)(a) and 117(1)(d).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, ONTARIO,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ELLIOTT & PAGE LIMITED("EPL")

AND

IN THE MATTER OF

ELLIOTT & PAGE ACTIVEBOND FUND

ELLIOTT & PAGE MONTHLYHIGH INCOME FUND

ELLIOTT & PAGE BALANCEDFUND

ELLIOTT & PAGE GROWTH& INCOME FUND

ELLIOTT & PAGE VALUE EQUITYFUND

ELLIOTT & PAGE CANADIANEQUITY FUND

ELLIOTT & PAGE GENERATIONWAVE FUND

ELLIOTT & PAGE BLUE CHIPFUND

ELLIOTT & PAGE SECTORROTATION FUND

ELLIOTT & PAGE GROWTHOPPORTUNITIES FUND

ELLIOTT & PAGE AMERICANGROWTH FUND

ELLIOTT & PAGE U.S. MID-CAPFUND

ELLIOTT & PAGE INTERNATIONALEQUITY FUND

ELLIOTT & PAGE TOTAL EQUITYFUND

ELLIOTT & PAGE GLOBALMULTISTYLE FUND

ELLIOTT & PAGE GLOBALSECTOR FUND

ELLIOTT & PAGE ASIAN GROWTHFUND

ELLIOTT & PAGE RSP AMERICANGROWTH FUND

ELLIOTT & PAGE RSP U.S.MID-CAP FUND AND

ELLIOTT & PAGE RSP TOTALEQUITY FUND

E&P MANULIFE BALANCEDASSET ALLOCATION PORTFOLIO

E&P MANULIFE MAXIMUM GROWTHASSET ALLOCATION PORTFOLIO

E&P MANULIFE TAX-MANAGEDGROWTH PORTFOLIO

(collectively, the "ExistingFunds")

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, Alberta, British Columbia, Saskatchewan, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from EPL for a decision under thesecurities legislation of the Jurisdictions (the "Legislation")that the following provisions of the Legislation (the "ApplicableRequirements") do not apply so as to prevent the ExistingFunds and other mutual funds managed by EPL (individually, a"Future Fund" and together with the Existing Funds,the "Funds") from investing in, or continuing to holdan investment in, securities of the Money Fund (as hereinafterdefined):

(a) the restrictions contained in the Legislationprohibiting a mutual fund from knowingly making or holdingan investment in an issuer in which any person or companywho is a substantial security holder of the mutual fund,its management company or its distribution company has,a significant interest; and

(b) the restrictions contained in the Legislationrequiring a management company or, in British Columbia,a mutual fund manager, to file a report of every transactionof purchase or sale of securities between the mutual fundand any related person or company.

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS EPL has represented to theDecision Makers that:

1. EPL is a corporation incorporated underthe laws of Ontario with its registered office located inToronto, Ontario. In 1982, EPL was acquired by North AmericanLife Assurance Company, which is now The Manufacturers LifeInsurance Company ("MLIC"). Manulife Financial Corporation("Manulife") holds all of the outstanding sharesof MLIC and therefore, EPL is an indirect wholly-owned subsidiaryof Manulife.

2. Since its inception, EPL has been registeredas an adviser in the categories of investment counsel andportfolio manager under the Legislation. By way of an amendmentto its registration in 1984, EPL also obtained registrationas a mutual fund dealer under the Legislation.

3. EPL is or will be the manager, trustee,primary portfolio adviser, principal distributor, promoterand the registrar and transfer agent, as the case may be,of the Funds and the Elliott & Page Money Fund (the "MoneyFund"). The Money Fund is a money market mutual fundwithin the meaning of section 1.1 of National Instrument 81-102- Mutual Funds ("NI 81-102").

4. Advisor Class, Class F, Class I and ClassD units of the Funds and the Money Fund, as the case may be,are or will be qualified for distribution under a simplifiedprospectus and annual information form in all provinces andterritories of Canada (such documents when filed in finalform hereinafter referred to together as "Prospectus").The Funds and the Money Fund are or will be reporting issuersand the Existing Funds and the Money Fund are not in defaultof any requirements of the Legislation.

5. Manulife may, from time to time, directlyor indirectly through segregated funds sponsored by it, holdbeneficially more than 10% of the outstanding units of theMoney Fund or more than 20% of the aggregate outstanding unitsof a Fund. Such holdings would represent Manulife's indirectinvestment in Class G units of the Money Fund or a Fund throughthe segregated funds sponsored by it. The Class G units arenot qualified by a prospectus for sale to the public and werecreated solely for the purposes of investment by the segregatedfunds and other institutional assets managed by Manulife.

6. Although a number of directors and officersof EPL are also officers and directors of Manulife, theseindividuals do not participate in the formulation of, or generallyhave access prior to implementation to, the day to day investmentdecisions made on behalf of the Funds.

7. Each of the Funds has or may have available,from time to time, a cash balance that, for various reasons,is not invested in securities (the "Cash"). Currently,Cash is deposited in bank savings accounts bearing interestat a nominal rate until such time as the portfolio managerof a Fund decides to invest the Cash in securities.

8. The Existing Funds, other than the E&PManulife Balanced Asset Allocation Portfolio and the E&PManulife Maximum Growth Asset Allocation Portfolio have notmade any investment in units of the Money Fund.

9. Pending investment in securities, EPL believesthat investing the Cash in units of the Money Fund would generatefor a Fund a higher rate of return than would be generatedthrough bank deposits.

10. Units of the Money Fund will be purchasedby a Fund at the net asset value of the Money Fund on theday the units are purchased.

11. The investment by each Fund in the MoneyFund is and will be compatible with the fundamental investmentobjectives of each Fund, and such investments will only beup to the limits prescribed by Part 2 of NI 81-102. EPL willmonitor the investments by the Funds in the Money Fund toensure that the concentration restrictions prescribed by Part2 of NI 81-102 are not contravened.

12. The arrangements between or in respectof a Fund and the Money Fund will be such as to avoid anyduplication of management fees. No sales charges will be payableby a Fund in relation to its purchase of units of the MoneyFund. No redemption fees or other charges will be chargedby the Money Fund in respect of the redemption by a Fund ofunits of the Money Fund.

13. No fees or charges of any sort will bepayable by the Funds or the Money Fund, by their respectivemanagers or principal distributors, or by any affiliate orassociate of any of the foregoing entities, to anyone in respectof a Fund's purchase, holding or redemption of units of theMoney Fund.

14. The investments by the Funds in the MoneyFund will represent the business judgement of "responsiblepersons" (as such term is defined in the Legislation)uninfluenced by considerations other than the best interestsof the Funds.

15. In the absence of this Decision, eachFund is prohibited from knowingly making or holding an investmentin units of the Money Fund.

16. In the absence of this Decision, EPL isrequired to file a report on every purchase or sale of unitsof the Money Fund.

AND WHEREAS under the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the Applicable Requirements shall notapply so as to prevent a Fund from making or holding an investmentin units of the Money Fund or require EPL to file a report relatingto the purchase or sale of such units;

PROVIDED that the Decision, as it relatesto the jurisdiction of a Decision Maker, will terminate oneyear after the publication in final form of any legislationor rule of the Decision Maker with the matters in section 2.5of NI 81-102.

February 4, 2003.

"Paul M. Moore"                    "KerryD. Adams"