Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval granted for change of manager of mutual funds -- change of manager will not result in any material changes to the management and administration of the Funds -- change of manager is not detrimental to unitholders or the public interest.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.5(1)(a), 5.7, 19.1.

September 16, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MANULIFE FINANCIAL CORPORATION,

ELLIOTT & PAGE LIMITED,

AIC LIMITED

and their respective affiliates and associates

(collectively, the "Filers")

AND

IN THE MATTER OF

THE INVESTMENT FUNDS LISTED IN SCHEDULE "A"

(collectively, the "Funds")

 

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for approval, pursuant to subsection 5.5(1)(a) of National Instrument 81-102 -- Mutual Funds ("NI 81-102"), of the change of the manager of the Funds from AIC Limited ("AIC" or the "Existing Manager") to Elliott & Page Limited ("Elliott & Page"), an indirect wholly-owned subsidiary of Manulife Financial Corporation ("Manulife") (such approval, the "Approval Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (the "OSC") is the principal regulator for this application, and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System ("MI 11-102") is intended to be relied upon in all of the provinces and territories of Canada other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

Proposed Transaction

1. AIC, as vendor, Elliott & Page, as purchaser, and Manulife have entered into a share purchase agreement dated August 11, 2009 (the "Purchase Agreement") concerning the proposed acquisition by Elliott & Page of the Canadian retail investment fund business of AIC and certain related and ancillary transactions (the "Proposed Transaction"). The Proposed Transaction is expected to close on or about September 25, 2009.

2. Pursuant to the Proposed Transaction, AIC will (a) incorporate a new wholly-owned subsidiary of AIC ("Newco") to act as the manager and, where applicable, trustee of the Funds on a temporary basis, (b) transfer to Newco, prior to the closing of the Proposed Transaction, certain assets of AIC related to the business of investment fund manager and, where applicable, trustee of the Funds that is presently carried on by AIC, and (c) transfer to Elliott & Page, at the time of closing of the Proposed Transaction, all of the issued and outstanding shares in the capital of Newco in consideration of the payment of the purchase price to AIC. Newco will discharge the functions of manager and, where applicable, trustee of the Funds on a strictly temporary basis until the Post-Closing Wind-Up (described in paragraph 19) is completed, resulting in Elliott & Page becoming the manager of the Funds shortly after closing.

3. Also in connection with the Proposed Transaction, AIC Investment Services Inc. ("AIS"), which acts as the adviser for the Funds, will assign to Elliott & Page its responsibilities as portfolio adviser to those Funds, although AIS will continue to sub-advise a number of the Funds post-closing.

4. The completion of the Proposed Transaction is subject to the satisfaction of closing conditions, which include obtaining required regulatory and securityholder approvals. AIC is seeking securityholder approval of the change of the manager of the Funds at the special meetings of the securityholders of the Funds to be held on or about September 23, 2009.

5. The notices of meeting and management information circular in respect of the special meetings were mailed to the securityholders on or about September 2, 2009, and copies thereof have been filed on SEDAR in accordance with applicable securities legislation. The notices of meeting and circular incorporate notice of the Proposed Transaction.

Manulife

6. Manulife is a Canadian-based life insurance company incorporated on April 26, 1999 under the Insurance Companies Act (Canada). Manulife is a multinational insurance company with a current market capitalization of more than $33 billion, and is the largest insurance company in Canada and one of the largest in the world. Securities of Manulife are listed for trading on the Toronto Stock Exchange, the New York Stock Exchange, the Philippine Stock Exchange and The Stock Exchange of Hong Kong. Manulife operates a broad array of leading financial services businesses in Canada, including individual life insurance and wealth management as well as group savings and benefits businesses. The wealth management operations of Manulife provide an extensive range of products and services, including segregated funds and mutual funds. Manulife Securities Investment Services Inc. is one of Canada's largest mutual fund dealers, and Manulife Securities Inc. is a leading broker-dealer, collectively working with more than 1,400 financial professionals nation-wide and offering investment funds from more than 70 different fund families as well as access to stocks, bonds, private wealth management services and other financial services.

7. Manulife is a reporting issuer in all provinces and territories of Canada. The head office and registered office of Manulife are located at 200 Bloor Street East, Toronto, Ontario M4W 1E5.

Elliott & Page

8. Elliott & Page is an indirect wholly-owned subsidiary of Manulife. It manages assets in excess of $15 billion for institutional and mutual fund investors. Elliott & Page is registered with Canadian securities regulatory authorities in various categories.

9. Elliott & Page was incorporated under the laws of the Province of Ontario on December 28, 1954, and its registered office is located at 200 Bloor Street East, North Tower, Suite No. 3, Toronto, Ontario M4W 1E5. At present, all of the issued and outstanding securities of Elliott & Page are beneficially owned by Manulife (directly or indirectly).

10. Neither Manulife nor Elliott & Page is in default of the securities legislation of any province or territory of Canada.

Existing Manager and the Funds

11. AIC is a corporation governed by the laws of Ontario and is the current manager and (where applicable) trustee of the Funds. AIC's registered office and head office are located at 1375 Kerns Road, Burlington, Ontario L7R 4X8. At present, all of the issued and outstanding securities of AIC are beneficially owned (indirectly through Portland Holdings Inc.) by Mr. Michael Lee-Chin.

12. The Funds, other than the Closed-End Corporate Funds (as identified in Schedule "A"), are qualified for continuous distribution in each of the provinces and territories of Canada.

13. Neither the Existing Manager nor any of the Funds is in default of the securities legislation of any province or territory of Canada.

14. The units of the Funds that are Trust Funds (as identified in Schedule "A") are currently offered under a combined simplified prospectus and annual information form each dated April 6, 2009, as amended by Amendment No. 1 dated May 21, 2009 and Amendment No. 2 dated August 13, 2009, prepared in accordance with National Instrument 81-101 -- Mutual Fund Prospectus Disclosure ("NI 81-101"), and subject to NI 81-102.

15. The shares of the Funds that are Corporate Funds (as identified in Schedule "A") are currently offered under a combined simplified prospectus and annual information form each dated April 1, 2009, as amended by Amendment No. 1 dated August 13, 2009, prepared in accordance with NI 81-101, and subject to NI 81-102.

16. The shares of the Funds that are Closed-End Corporate Funds (as identified in Schedule "A") were offered as follows: (a) the shares of AIC Global Financial Split Corp. were offered under a prospectus dated May 17, 2004; (b) the shares of Copernican International Financial Split Corp. were offered under a prospectus dated February 26, 2007; and (c) the shares of Copernican World Banks Split Inc. were offered under a prospectus dated November 10, 2006.

17. AIS, which acts as the adviser to the Funds, is registered with the OSC as an adviser in the categories of investment counsel and portfolio manager and as a dealer in the category of mutual fund dealer. AIS is also registered with the Alberta Securities Commission as an adviser in the categories of portfolio manager and investment counsel; with the Manitoba Securities Commission as an adviser in the category of portfolio manager; and with the Autorité des marchés financiers as an adviser, unrestricted practice.

Newco

18. It is expected that Newco will be incorporated under the provisions of the Canada Business Corporations Act. Newco's registered office address will be 1375 Kerns Road, Burlington, Ontario L7R 4X8. Newco's authorized share capital will consist of an unlimited number of common shares, of which 100 common shares (representing all of Newco's outstanding share capital) will be issued and registered in the name of AIC prior to the closing of the Proposed Transaction.

Post-Closing Wind-Up

19. Shortly after the closing of the Proposed Transaction, Elliott & Page intends to cause a voluntary wind-up of Newco whereby all of its assets will be transferred to Elliott & Page and all of its liabilities will be assumed by Elliott & Page as part of a voluntary dissolution process under the provisions of the Canada Business Corporations Act (the "Post-Closing Wind-Up"). Once this occurs, Elliott & Page will become the new manager and, where applicable, trustee of the Funds and will act in those capacities on a going-forward basis. For purposes of this decision, the term "Proposed Transaction" is deemed to include the Post-Closing Wind-Up.

20. Immediately following the Post-Closing Wind-Up, it is expected that the current directors and officers of Elliott & Page will continue to serve in their respective present capacities, and appointment of additional directors or officers is not anticipated.

Other Representations

21. Manulife and Elliott & Page have accumulated considerable experience in the investment funds and asset management industry.

22. Manulife and Elliott & Page intend to combine AIC's Canadian retail investment fund business with Manulife's existing retail investment fund business in Canada. The Filers anticipate that, following the closing of the Proposed Transaction, a significant portion of AIC's investment management and operational staff will be retained by Elliott & Page. Manulife and Elliott & Page intend to merge the existing back-office functions of AIC's existing Canadian retail investment fund business into Manulife's existing operations.

23. The change of the manager of the Funds from the Existing Manager to Elliott & Page will not materially affect the operation and administration of the Funds in the near term. There is no current intention to change the investment objectives or fees and expenses of the Funds.

24. The Filers do not foresee that the completion of the Proposed Transaction will give rise to any material conflicts of interest or have negative consequences for the ability of AIC, Newco or Elliott & Page to satisfy their respective obligations to the Funds.

25. A press release announcing the Proposed Transaction was issued on August 12, 2009. Securityholders of the Funds have been provided with notice of the proposed change of the manager of the Funds through the inclusion of disclosure with respect to the Proposed Transaction in the notices of meeting and management information circular prepared for the special meetings of securityholders to be held on or about September 23, 2009 for purposes of considering and approving the change of the manager of the Funds. The notices of meeting and management information circular were mailed to the securityholders of the Funds on or about September 2, 2009, and copies thereof were filed on SEDAR in accordance with applicable securities legislation.

26. In accordance with the provisions of National Instrument 81-107 -- Independent Review Committee for Investment Funds ("NI 81-107"), AIC has referred the matters related to the Proposed Transaction to the Independent Review Committee for the Funds (the "IRC"), for review by the IRC. The IRC has advised that, after reasonable inquiry, it has concluded that the matters proposed do not create any conflict issues that have not been adequately addressed and, on this basis, achieve a fair and reasonable result for the Funds.

27. Upon the change of the manager of the Funds, all current members of the IRC for the Funds will cease to be members of the IRC by operation of subsection 3.10(1)(b) of NI 81-107, and Elliott & Page expects, as soon as practicable thereafter, to appoint or cause the appointment of, as members of the IRC for the Funds, the members of the Independent Review Committee that is currently in place in respect of Manulife's mutual funds.

28. To the extent that any changes that would constitute "material changes" within the meaning of National Instrument 81-106 -- Investment Fund Continuous Disclosure will be effected with respect to the Funds post-closing, appropriate amendments will be made to the prospectuses of the applicable Funds.

29. The Filers believe that the change of the manager of the Funds from AIC to Elliott & Page will not be prejudicial to the interests of the Funds, their securityholders or the public in general.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Approval Sought is granted.

"Vera Nunes"
Assistant Manager, Investment Funds Branch
Ontario Securities Commission

 

SCHEDULE "A"

FUNDS

AIC Advantage Fund
AIC Advantage Fund II
AIC American Advantage Fund
AIC Global Advantage Fund
AIC Diversified Canada Fund
AIC Canadian Equity Fund (formerly AIC Private Portfolio Counsel Canadian Pool)
AIC Value Fund
AIC American Small to Mid Cap Fund (formerly AIC Private Portfolio Counsel U.S. Small to Mid Cap Pool)
AIC Canadian Focused Fund
AIC American Focused Fund
AIC Global Focused Fund
AIC Global Real Estate Fund
AIC Global Wealth Management Fund
Brookfield Redding Global Infrastructure Fund
AIC Canadian Balanced Fund
AIC Global Balanced Fund
AIC Dividend Income Fund
AIC Preferred Income Fund
AIC Global Premium Dividend Income Fund
AIC Global Fixed Income Fund (formerly AIC Private Portfolio Counsel Global Fixed Income Pool)
AIC Bond Fund
AIC Global Bond Fund
AIC Money Market Fund
AIC U.S. Money Market Fund
Value Leaders Income Portfolio
Value Leaders Balanced Income Portfolio
Value Leaders Balanced Growth Portfolio
Value Leaders Growth Portfolio
Value Leaders Maximum Growth Portfolio
Copernican International Dividend Income Fund
(together, the "Trust Funds")
 
AIC Advantage II Corporate Class
AIC American Advantage Corporate Class
AIC Global Advantage Corporate Class
AIC Diversified Canada Corporate Class
AIC Value Corporate Class
AIC Canadian Focused Corporate Class
AIC American Focused Corporate Class
AIC Global Focused Corporate Class
AIC Global Real Estate Corporate Class
Brookfield Redding Global Infrastructure Corporate Class
AIC Canadian Balanced Corporate Class
AIC Global Premium Dividend Income Corporate Class
AIC Total Yield Corporate Class
AIC Money Market Corporate Class
(together the "Corporate Funds")
 
AIC Global Financial Split Corp.
Copernican International Financial Split Corp.
Copernican World Banks Split Inc.
(together the "Closed-End Corporate Funds")