Securities Law & Instruments


Headnote

Applicant is an investment adviser to a number of pooled index funds which attempt totrack performance of a target index; applicant is indirect wholly-owned subsidiary of acompany whose securities are expected to be included in each target index; exemptiongranted from clause 111(2)(a) and subsection 111(3) of the Act in respect of proposedinvestment by the funds in securities of substantial securityholder of applicant.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(a), 111(3), 113(a).


IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")

AND

ELLIOTT & PAGE LIMITED, ELLIOTT & PAGE POOLED CANADIAN INDEX FUND,ELLIOTT & PAGE POOLED CANADIAN BOND INDEX FUND, ELLIOTT & PAGE POOLED U.S. INDEX FUND

ORDER
(Section 113)


UPON the application (the "Application") of Elliott & Page Limited ("E&P") to theOntario Securities Commission (the "Commission") for an order pursuant to Section 113of the Act that the Elliott & Page Pooled Canadian Index Fund (the "Canadian IndexFund"), the Elliott & Page Pooled Canadian Bond Index Fund (the "Canadian Bond IndexFund"), the Elliott & Page Pooled U.S. Index Fund (the "U.S. Index Fund") (collectively, the"Current Funds") and any other pooled index funds which may be established from timeto time by E&P as part of the Elliott & Page Pooled Funds (individually, a Fund, andcollectively, the "Funds") be exempted from the provisions of clause 111(2)(a) andsubsection 111(3) of the Act which prohibit a mutual fund from making or holdinginvestments in a person or company who is a substantial security holder of that mutualfund, its manager or distributor;

AND UPON considering the Application and the recommendation of the staff of theCommission;

AND UPON E&P having represented to the Commission that:

1. The Funds are or will be open-ended unincorporated mutual fund trusts governedby the laws of the province of Ontario. The Current Funds are established by wayof a master declaration of trust effective December 31, 1997 and a regulation ofeven date for the Canadian Index Fund and the U.S. Index Fund, and a regulationdated March 31, 1999 for the Canadian Bond Index Fund.

2. E&P is or will be the manager, trustee, principal distributor, promoter and theregistrar and transfer agent for each Fund. E&P is a corporation incorporatedunder and governed by the laws of Canada.

3. E&P is or will be the investment advisor of each Fund. E&P is registered in Ontarioas an adviser in the categories of investment counsel and portfolio manager, mutualfund dealer and commodity trading manager.

4. Each Fund is or will be a "mutual fund in Ontario" as such term is defined insubsection 1(1) of the Act and the units of each Fund are or will be offered for salein each province and territory of Canada pursuant to a confidential offeringmemorandum.

5. The investment objective of each of the Funds is or will be to track the performanceof a specified index. Index investing is a passive strategy which selects securitiesbased on their representation in a particular index. As the object of index investingis to provide returns which track those of a selected index, the Funds will changesecurities held by them in response to a change in the composition of theirrespective benchmark indices.

6. The investment objective of the Canadian Index Fund is to earn returns which trackthose of the Toronto Stock Exchange 300 Total Return Index (the "TSE 300 Index")through investments primarily in common stocks, warrants, instalment receipts,limited partnership units, royalty trusts and real estate investment trust units ofCanadian issuers which are listed, or expect to be listed, on the TSE 300 Index.The Canadian Index Fund may also invest in options and securities which areconvertible into such Canadian securities.

7. The investment objective of the U.S. Index Fund is to earn returns which track thoseof the Standard and Poors 500 Index Stock Exchange (the "S&P Index") throughinvestments primarily in common shares, warrants and instalment receipts of U.S.issuers which are listed, or expect to be listed, on major U.S. stock exchanges orthe Nasdaq Market. The U.S. Index Fund may also invest in options, futures orsecurities which are convertible into such U.S. securities.

8. The investment objective of the Canadian Bond Index Fund is to earn a high levelof income and some capital growth, while preserving capital, by earning returnswhich track those of The Scotia Capital Markets Universal Bond Index (the "SCMUIndex") through debt investments primarily issued by Canadian federal, provincialand municipal governments and their agencies, mortgage-backed securities anddebt securities issued by Canadian companies which are listed, or expect to belisted, on the SCMU Index.

9. The initial investment in each Fund is or will be $150,000. An investor can or willbe able to make subsequent investments in a Fund in smaller amounts provided theinvestor maintains a minimum investment in the Fund of at least $150,000 (by orderof the Commission dated December 2, 1997).

10. E&P is an indirectly wholly-owned subsidiary of Manufacturer's Life InsuranceCompany ("Manufacturer's Life"). Manufacturer's Life demutualized on September23, 1999 and is a wholly-owned subsidiary of Manulife Financial Corporation("Manulife Financial"). Manulife Financial is a substantial security holder of E&P.

11. As described in the prospectus of Manulife Financial dated September 24, 1999,Manulife Financial offered common shares (the "Manulife Shares") to investorswhich are in the process of being listed on The Toronto Stock Exchange, the NewYork Stock Exchange and certain other international exchanges.

12. It is expected that the Manulife Shares will be included in the TSE 300 Index andmay be included in the S&P Index. If Manulife Financial issues bonds, suchsecurities may be included in the SCMU Index.

13. The investment objective of each Fund may dictate that the Fund acquire equity ordebt securities of Manulife Financial.

14. The proportion of a Fund's assets which may be invested, from time to time, in thesecurities of Manulife Financial is not a matter which will be determined at thediscretion of E&P. Rather, the proportion of the Fund's assets which will beinvested, from time to time, in the securities of Manulife Financial will be determinedaccording to the Fund's stated investment practices of tracking the performance ofthe applicable index.

15. None of the Funds have yet invested in securities of Manulife Financial.

16. The investments in securities of Manulife Financial by the Funds represent thebusiness judgement of responsible persons uninfluenced by considerations otherthan the best interests of the Funds.

17. Absent the relief sought in the Application, clause 111(2)(a) and subsection 111(3)of the Act would prohibit the Funds from investing in and holding securities ofManulife Financial as Manulife Financial is indirectly a substantial security holderof E&P.

AND UPON the Commission being satisfied that the investment by a Fund incommon shares or bonds of Manulife Financial represents the business judgment ofresponsible persons uninfluenced by considerations other than the best interests of theFund;

IT IS ORDERED pursuant to Section 113 of the Act that clause 111(2)(a) andsubsection 111(3) of the Act shall not apply to a Fund making or holding an investment insecurities of Manulife Financial, provided that the proportion of the Fund's assets investedand to be invested in Manulife Financial is determined according to the Fund's statedinvestment objective of investing in securities comprising a specified index and notpursuant to the discretion of the manager of the Fund.

February 1st, 2000.

"Howard I. Wetston"      "Robert W. Korthals"