Great-West Lifeco Inc. - MR RS Decision

Headnote

Mutual reliance review system for exemptiverelief application -- Exemptions from dealer registration requirementin clause 25(1)(a) of the Act to permit the operation by a trustcompany of an assisted sales program, whereby program participantstransmit sales orders for shares to trust company for subsequentexecution through appropriately registered dealers -- Sharesare replacement securities to be received by participants insubstitution for shares of another issuer that were previouslyreceived by the participants on the demutualization of a lifeinsurance company and covered by a similar assisted sales program.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25, 74(1).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC,NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVASCOTIA,

NEWFOUNDLAND AND LABRADOR,

THE YUKON TERRITORY, THE NORTHWESTTERRITORIES

AND THE NUNAVUT TERRITORY

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GREAT-WEST LIFECO INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, New Brunswick, Prince Edward Island, Nova Scotia,Newfoundland and Labrador, the Yukon Territory, the NorthwestTerritories and the Nunavut Territory (collectively, the "Jurisdictions")has received an application from Great-West Lifeco Inc. ("Lifeco")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the requirement(the "Dealer Registration Requirement") containedin the Legislation, that prohibits a person or company fromtrading in a security unless the person or company is registeredin the appropriate category of registration under the Legislation,shall not apply to Lifeco, Computershare Trust Company of Canada("Computershare"), as administrator to the LifecoProgram (as hereinafter defined) or Program Participants (ashereinafter defined) in respect of any trades of Lifeco CommonShares or Lifeco Preferred Shares (each, as hereinafter defined)through Computershare and the Lifeco Assisting Dealers (as hereinafterdefined) under the Lifeco Program;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Manitoba 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 Québec Commission Notice 14-101;

AND WHEREAS Lifeco has represented tothe Decision Makers that:

1. Lifeco and Canada Life Financial Corporation("CLFC") entered into a transaction agreement madeas of February 14, 2003 (the "Transaction Agreement")providing for the acquisition of all of the common sharesof CLFC ("CLFC Common Shares") by Lifeco (the "Transaction")to be effected by way of a reorganization of CLFC's capitalinvolving the change of the CLFC Common Shares into a newclass of exchangeable shares of CLFC (the "ExchangeableShares") and the automatic transfer of the ExchangeableShares to Lifeco for a combination of up to 24,000,000 4.80%Non-Cumulative First Preferred Shares, Series E of Lifeco("Lifeco Series E Shares"), up to 8,000,000 5.90%Non-Cumulative First Preferred Shares, Series F of Lifeco("Lifeco Series F Shares" and together with theLifeco Series E shares, the "Lifeco Preferred Shares")and up to 55,958,505 common shares of Lifeco ("LifecoCommon Shares") to be issued by Lifeco, as well as cash,through a series of transactions to holders of CLFC CommonShares all as more particularly described in paragraph 7.

2. Lifeco is a company incorporated underthe Canada Business Corporations Act and is a reportingissuer under the Legislation. To its knowledge, Lifeco isnot in default of any applicable requirement of the Legislation.Lifeco's registered office is located at 100 Osborne StreetNorth, Winnipeg, Manitoba R3C 3A5.

3. The authorized share capital of Lifecoconsists of an unlimited number of Lifeco Common Shares, anunlimited number of first preferred shares, issuable in series("First Preferred Shares"), an unlimited numberof Class A preferred shares, issuable in series ("ClassA Preferred Shares"), and an unlimited number of secondpreferred shares, issuable in series. As at May 31, 2003,there were outstanding, (a) 365,249,883 Lifeco Common Shares;(b) 4,000,000 First Preferred Shares, Series C; (c) 8,000,000First Preferred Shares, Series D; and (d) 5,192,242 ClassA Preferred Shares, Series 1. The Lifeco Common Shares, FirstPreferred Shares, Series C, First Preferred Shares, SeriesD and Class A Preferred Shares, Series 1 are traded on theToronto Stock Exchange (the "TSX").

4. CLFC is an insurance company incorporatedunder the Insurance Companies Act (Canada) and is areporting issuer under the Legislation. To its knowledge,CLFC is not in default of any applicable requirement of theLegislation. CLFC's registered office is located at 330 UniversityAvenue, Toronto, Ontario M5G 1R8.

5. The authorized share capital of CLFC consistsof an unlimited number of CLFC Common Shares and an unlimitednumber of non-voting preferred shares, issuable in series("CLFC Preferred Shares"). As of May 31, 2003, therewere 160,402,435 CLFC Common Shares and 6,000,000 CLFC PreferredShares issued and outstanding. The CLFC Preferred Shares arecurrently listed and posted for trading on the TSX and theCLFC Common Shares are currently listed and posted for tradingon the TSX and the New York Stock Exchange.

6. Computershare is the registrar and transferagent for the Lifeco Common Shares, First Preferred Shares,Series C, First Preferred Shares, Series D, Class A PreferredShares, Series I, CLFC Common Shares and CLFC Preferred Shares.Computershare will also be the registrar and transfer agentfor the Lifeco Preferred Shares to be issued under the Transaction.

7. The reorganization of CLFC's capital willconsist of the following:

(a) an amendment to the by-laws of CLFCto create the Exchangeable Shares, which will rank juniorto the CLFC Preferred Shares and equal to the CLFC CommonShares;

(b) an amendment to the by-laws of CLFCto change the CLFC Common Shares, other than those beneficiallyowned by Lifeco or its subsidiaries that have not been allocatedto a segregated or other investment fund established andmaintained by any of such subsidiaries, into ExchangeableShares at the closing date on the basis of one ExchangeableShare for each CLFC Common Share; and

(c) each Exchangeable Share, other thanthose held by CLFC shareholders who validly exercise theirdissent rights, will be automatically transferred to Lifecoat the closing date in exchange for any of $44.50 in cash,1.78 Lifeco Series E Shares, 1.78 Lifeco Series F Shares,1.1849 Lifeco Common Shares or a combination of the foregoing(subject in each case to election and proration based ona specified maximum number of shares and amount of cashto be issued or paid) and subject to customary anti-dilutionprovisions.

8. The Transaction has been voted on and approvedby holders of CLFC Common Shares at a special meeting heldon May 5, 2003. Subject to the satisfaction or waiver of allclosing conditions and obtaining all applicable regulatoryapprovals, it is anticipated that the Transaction will closeon July 10, 2003.

9. In connection with the demutualization("Demutualization") of Canada Life Assurance Company("Canada Life"), CLFC established an assisted salesprogram (the "Program") to be administered by MontrealTrust Company of Canada ("Montreal Trust" now operatingas Computershare) to facilitate the ownership and transferof CLFC Common Shares received by certain insurance policyholdersof Canada Life on completion of Demutualization.

10. Under the Program, participating eligiblepolicyholders who received CLFC Common Shares on Demutualization("Program Participants") hold their shares throughComputershare as nominee and are able to sell those shareson the TSX simply by contacting Computershare, the administratorof the Program, through written instructions or by telephone.Computershare established an account with a registered dealer(the "Assisting Dealer") and, through the AssistingDealer, arranges to sell Program Participants' CLFC CommonShares and remit the proceeds, less applicable fees, to ProgramParticipants. The Program was only offered to Program Participantsand only in respect of CLFC Common Shares received by themon Demutualization.

11. Under the Program, only sell orders atthe market price are accepted by Computershare and no adviceregarding the decision to sell or hold the CLFC Common Sharesis offered to any Program Participant. Program Participantsmay not sell less than all of their CLFC Common Shares heldunder the Program, but any Program Participant who wishesto sell their CLFC Common Shares in another manner (for example,by transferring their holdings to another dealer with whomthey have a brokerage relationship) is free to do so. Materialdistributed to Program Participants regarding the Programdoes not contain any advice as to the desirability of sellingor holding the CLFC Common Shares. Neither Canada Life norCLFC subsidizes the costs of selling CLFC Common Shares underthe Program. Program Participants are not required to paycommissions on the sale of their shares through the Program,but are required to pay a flat fee (currently CDN$25.00) toComputershare for each sale of CLFC Common Shares under theProgram. The Assisting Dealer does not open individual accountsor engage in "know your client" procedures withrespect to individual Program Participants using the Program.

12. In connection with the establishment ofthe Program, CLFC, Canada Life, Montreal Trust and the ProgramParticipants applied for and were granted relief pursuantto a decision dated July 8, 1999 by the Decision Makers ineach Jurisdiction (other than Québec) from the registrationrequirements in respect of trades in CLFC Common Shares underthe Program.

13. Canada Life, CLFC and Montreal Trust alsoobtained a decision document dated October 27, 1999 containingan extract of the minutes of a meeting held by the Commissiondes valeurs mobilières du Québec on July 12,1999, pursuant to which the Commission des valeurs mobilièresdu Québec under Section 263 of Securities Act(Québec), granted relief from the registration requirementsin connection with the establishment and administration ofthe Program.

14. Upon completion of the Transaction, ProgramParticipants will no longer hold any CLFC Common Shares andthe Program will, as a result, terminate. However, pursuantto the Transaction, Program Participants may receive LifecoCommon Shares and/or Lifeco Preferred Shares.

15. It is proposed that Lifeco continue tooffer an assisted sales program (the "Lifeco Program").It is proposed that Program Particpants, upon receiving LifecoCommon Shares and/or Lifeco Preferred Shares pursuant to theTransaction, have their Lifeco Common Shares and/or LifecoPreferred Shares registered in the name of Computershare andbe automatically enrolled in the Lifeco Program on substantiallythe same terms as under the Program.

16. Under the Lifeco Program, Program Participantswho receive Lifeco Common Shares and/or Lifeco Preferred Sharespursuant to the Transaction will be able to sell such sharesby contacting Computershare, the administrator of the LifecoProgram. Computershare will establish an account with oneor more registered dealers (the "Lifeco Assisting Dealers")and will, through the Lifeco Assisting Dealers, arrange tosell Program Participants' Lifeco Common Shares and/or LifecoPreferred Shares obtained as a result of the Transaction andremit the proceeds to the Program Participants, less applicablefees. The Lifeco Program will only be extended to ProgramParticipants and only in respect of Lifeco Common Shares and/orLifeco Preferred Shares received pursuant to the Transactionin substitution for CLFC Common Shares received upon Demutualization.

17. Under the Lifeco Program, only sell orderswill be accepted by Computershare and no advice regardingthe decision to sell or hold the Lifeco Common Shares and/orLifeco Preferred Shares will be offered to a Program Participant.Program Participants wishing to sell their Lifeco Common Shareswill not be able to sell less than all of their Lifeco CommonShares held under the Lifeco Program and Program Participantswishing to sell either series of Lifeco Preferred Shares willnot be able to sell less than all of the applicable seriesof Lifeco Preferred Shares held under the Lifeco Program.However, any Program Participant who wishes to sell its LifecoCommon Shares and/or Lifeco Preferred Shares in another manner(for example, by transferring its holdings to another dealerwith whom it has a brokerage relationship) will be free todo so. Any material distributed to Program Participants regardingthe Lifeco Program will not contain any advice as to the desirabilityof selling or holding the Lifeco Common Shares and/or theLifeco Preferred Shares. Lifeco will not subsidize the costof selling Lifeco Common Shares and/or Lifeco Preferred Sharesunder the Lifeco Program. Program Participants will not berequired to pay commissions on the sale of their shares throughthe Lifeco Program, but will be required to pay a flat feeto Computershare for each sale of Lifeco Common Shares and/orLifeco Preferred Shares under the Lifeco Program (expectedto be approximately $35.00). The Assisting Dealers will notopen individual accounts or engage in "know your client"procedures with respect to individual Program Participantsusing the Lifeco Program. At any time a Program Participantin the Lifeco Program may transfer their Lifeco Common Sharesand/or Lifeco Preferred Shares to a stock broker or obtainshare certificates representing such shares at no cost tosuch Program Participant.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (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 Dealer Registration Requirementshall not apply to Lifeco, Computershare, as administrator underthe Lifeco Program, or Program Participants in respect of:

(a) the placing of unsolicited orders ("SaleOrders") with Computershare by Program Participants tosell Lifeco Common Shares and/or Lifeco Preferred Shares inaccordance with the Lifeco Program; or

(b) the execution by Computershare of theSale Orders through the Lifeco Assisting Dealers, in accordancewith the Lifeco Program,

PROVIDED THAT:

(i) Computershare is, at the relevant time,appropriately licensed or otherwise legally authorized tocarry on the business of a trust company in the Jurisdiction;and

(ii) for the purposes of this MRRS DecisionDocument, Sale Order shall not be considered "solicited"by reason of Lifeco or Computershare, on behalf of Lifeco,distributing to Program Participants disclosure documents,notices, brochures, or similar documents advising of the availabilityof Computershare to facilitate sales of Lifeco Common Sharesand/or Lifeco Preferred Shares or by reason of Lifeco and/orComputershare advising Program Participants of the availability,and informing Program Participants of the details of the operation,of the Lifeco Program in response to enquiries from ProgramParticipants by telephone or otherwise.

July 4, 2003.

"Doug Brown"