Securities Law & Instruments


Relief from certain conflict provisions in connectionwith the distribution by a mutual fund dealer, investment counseland portfolio manager of units of mutual funds which it manages-- relief subject to certain conditions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended.

Regulations Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as amended, ss. 223, 226-228, 233.



R.R.O. 1990, AS AMENDED (theRegulation),


R.S.O. 1990, CHAPTER S.5 (theAct)






(Section 233 of the Regulation)

UPON the application of Phillips, Hager& North Management Ltd. (the Applicant) to the Ontario SecuritiesCommission (the Commission) pursuant to section 233 of the Regulationfor an order that the following conflict provisions containedin sections 223 and 226 to 228 of the Regulation shall not applyto the Applicant in connection with distributing units of mutualfunds managed by the Applicant (the Funds):

(a) the requirements that a registrant preparea conflict of interest rules statement (or the equivalent)in the required form, revise the conflict statement in theevent of any significant change in the information, file thestatements with the Commission, and provide its customersand clients with copies of the statements (the Conflicts StatementRequirement);

(b) the requirement that a registrant sendor deliver to its clients a written confirmation of a securitiestransaction that contains certain disclosure if the securitywas a security of a related issuer, or in the course of adistribution, a security of a connected issuer, of the registrant(the Trade Confirmation Requirement);

(c) the requirement that a registrant makecertain disclosure to its client if the registrant acts asan adviser in respect of securities of a related issuer, orin the course of a distribution, securities of a connectedissuer (the Adviser Disclosure Requirement); and

(d) the requirement that a registrant makecertain disclosure to its client and obtain the requisitespecific and informed written consent of its client if a registrantacts as an adviser, exercising discretionary authority withrespect to the investment portfolio or account of its client,to purchase or sell securities of a related issuer, or inthe course of a distribution, securities of a connected issuer,of the registrant (the Discretionary Management DisclosureRequirement).

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Applicant representing tothe Commission that:

1. It is a company organized under the lawsof British Columbia.

2. It is registered as an adviser in the categoriesof investment counsel and portfolio manager in Ontario andin the same or equivalent categories in British Columbia,Alberta, Nova Scotia and Newfoundland and Labrador (the CanadianJurisdictions), where it has sought similar relief, and isalso registered as a dealer in the category of mutual funddealer in Ontario. It is also a registrant in Québec,where it has determined similar relief is not required.

3. It is the manager, principal portfolioadviser and promoter of the Funds and will be the manager,principal portfolio adviser and promoter of additional Fundswhich may be established from time to time.

4. Each of the Funds is or will be an open-endmutual fund trust established under the laws of British Columbiaand the words "Phillips, Hager & North" areor will be part of the name of each Fund.

5. It manages the majority of its clients'assets on a discretionary basis via investments in the Funds,but may also utilize segregated, separate portfolios of securitiesfor clients.

6. Under a discretionary management agreement,its discretionary account clients specifically authorize theApplicant to invest in the Funds.

7. It may also act as an adviser and whererequired as a dealer, to clients who have not entered intodiscretionary management agreements with the Applicant fortheir investments in one or more Funds.

8. All clients receive written specific disclosureof the relationship between the Applicant and the Funds.

9. It does not and will not act as an adviser,dealer or underwriter in respect of securities of the Applicantor of a related issuer of the Applicant, or in the courseof a distribution, in respect of securities of connected issuersof the Applicant other than in connection with the distributionof units of the Funds and the Funds do not hold and will nothold securities of any related issuer of the Applicant, orin the course of a distribution, securities of a connectedissuer of the Applicant, other than the securities of anotherFund.

10. Each of the Funds may be offered on acontinuous basis and will be acquired by residents of Ontarioeither under a prospectus filed by the Fund or on a privateplacement basis.

11. It has obtained a similar order in eachof the other Canadian Jurisdictions.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED, pursuant to section233 of the Regulation, that:

(a) the Applicant is exempt from the ConflictsStatement Requirement;

(b) the Trade Confirmation Requirement andthe Adviser Requirement does not apply to the distributionof the units of the Funds by the Applicant; and

(c) the Applicant is exempt from the DiscretionaryManagement Disclosure Requirement in respect of the unitsof the Funds provided the Applicant obtains the client's specificand informed consent to purchase or sell the units of theFunds.

September 16, 2003.

"Paul M. Moore"
"Paul K. Bates"