Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - the Filer wishes to act as a direct underwriterin future distributions made under a prospectus where a specifiedissuer is the issuer or a selling securityholder in the distribution- specified issuer owns more than 20% of the outstanding votingand equity securities of the parent of the Filer with the resultthat the specified issuer is a "related issuer" ofthe Filer under NI 33-105 - relief granted from the independentunderwriter requirement contained in NI 33-105 subject to conditions.

Applicable Rules

National Instrument 33-105 Underwriting Conflicts.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,ONTARIO, QUÉBEC,

NEW BRUNSWICK, NOVA SCOTIA,PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR,NORTHWEST TERRITORIES,

NUNAVUT AND YUKON

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANACCORD CAPITAL CORPORATION

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of British Columbia, Alberta, Ontario, Québec,New Brunswick, Nova Scotia, Prince Edward Island, Newfoundlandand Labrador, Northwest Territories, Nunavut and Yukon (the"Jurisdictions") has received an application fromCanaccord Capital Corporation (the "Filer") fora decision under the securities legislation of the Jurisdictions(the "Legislation") that section 2.1(2)(b) of NationalInstrument 33-105 Underwriting Conflicts ("NI33-105") and sections 236.1 and 236.2 of the regulationto the Securities Act (Québec) (collectively,the "Independent Underwriter Requirements") shallnot apply to the Filer in certain circumstances;

2. AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator for this application;

3. 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;

4. AND WHEREAS the Filer has representedto the Decision Makers that:

1. its head office is located in Vancouver,British Columbia;

2. it is a wholly owned subsidiary of CanaccordHoldings Ltd. ("Canaccord Holdings");

3. the Filer is a member of the InvestmentDealers Association of Canada and is registered to tradein securities under the Legislation;

4. Manufacturers Life Insurance Company("Manulife") owns more than 20% of the outstandingvoting and equity securities of Canaccord Holdings on afully diluted basis and as a result the Filer and Manulifeare "related issuers" under NI 33-105;

5. the Independent Underwriter Requirementsprohibit the Filer from acting as a direct underwriter ina distribution made under a prospectus where a related issueris the issuer or a selling securityholder in the distribution;

6. NI 33-105 provides an exemption fromthe Independent Underwriter Requirements where at leastone registrant acting as direct underwriter acts as principal,so long as an independent underwriter underwrites not lessthan the lesser of (A) 20% of the dollar value of the distribution,and (B) the largest portion of the distribution underwrittenby a registrant that is not an independent underwriter,or each registrant acting as direct underwriter acts asagent and is not obligated to act as principal, so longas an independent underwriter receives a portion of thetotal agents' fees equal to an amount not less than thelesser of (A) 20% of the total agents' fees for the distribution,and (B) the largest portion of the agents' fees paid orpayable to a registrant that is not an independent underwriter;

7. the Filer wishes to act as a direct underwriterin future distributions made under a prospectus where Manulifeis the issuer or a selling securityholder in the distribution(each a "Future Offering");

8. the Filer anticipates that an independentunderwriter participating in each Future Offering may notbe able to satisfy the requirements of the NI 33-105 exemptionset out in paragraph 6 of this Decision, and in those cases,without the relief requested, the Filer would be unableto participate as a direct underwriter in a Future Offering;

5. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

6. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;

7. THE DECISION of the Decision Makersis that the Filer is not required to comply with the IndependentUnderwriter Requirements in connection with a Future Offeringprovided that:

1. the prospectus or other disclosure documentprepared in connection with the Future Offering complieswith section 2.1(1) of NI 33-105;

2. the prospectus or other disclosure documentprepared in connection with the Future Offering complieswith the requirements of section 2.1(3)(b) of NI 33-105;

3. the issuer of the securities under theFuture Offering for which Manulife is the selling securityholderis not in any financial difficulty;

4. independent underwriters will collectivelyunderwrite a portion of the Future Offering greater thanthe portion underwritten by the Filer;

5. the only financial benefits which theFiler will receive as a result of its participating in theFuture Offering are the normal arm's length underwritingcommission and reimbursement of expenses associated witha public offering in Canada; and

6. the Filer does not participate in thedecision to make the Future Offering or in the determinationof the terms of the Future Offering or the use of proceeds(except in the indirect circumstance where a lead underwriterenters into arrangements on behalf of underwriters thatultimately would be part of the underwriting syndicate ofwhich the Filer becomes a part).

August 19, 2003.

"Brenda Leong"