Mutual Reliance Review System for Exemptive Relief Applications - relief for seniorofficers and directors of certain "minor" subsidiaries of reporting issuer from the insiderreporting requirements, subject to certain conditions.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as amended, ss. 1(1), 107, 108, 121(2)(a)(ii).
Applicable Ontario Regulations
Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as amended, PartVIII.
Applicable Ontario Policy Statements
Ontario Securities Commission Policy Statement No. 10.1.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
SUN LIFE FINANCIAL SERVICES OF CANADA INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec,Nova Scotia and Newfoundland (the "Jurisdictions") has received an application from SunLife Financial Services of Canada Inc. (the "Filer") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") providing an exemption from the insiderreporting requirements of the Legislation (the "Insider Reporting Requirements"), subjectto certain conditions for the directors and senior officers of certain subsidiaries of the Filer;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief
Applications (the "System"), the Ontario Securities Commission is the principal regulatorfor this Application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. the Filer is a reporting issuer or equivalent under the Legislation in each of theJurisdictions and is not in default of its obligations under such Legislation. Sun LifeAssurance Company of Canada ("Sun Life") is a reporting issuer in Ontario and isnot in default of any of the requirements under the Legislation in Ontario;
2. the Filer was incorporated under the Insurance Companies Act (Canada) pursuantto letters patent on August 5, 1999, as a wholly-owned subsidiary of Sun Life.Pursuant to the plan of demutualization relating to the Filer and Sun Life (the"Demutualization"), the Filer has become the parent company of Sun Life and all ofits subsidiaries;
3. the authorized capital of the Filer consists of an unlimited number of commonshares (the "Common Shares"), an unlimited number of Class A Shares, issuablein series, and an unlimited number of Class B Shares, issuable in series. On March22, 2000, the Filer entered into underwriting agreements with syndicates ofinvestment dealers providing for the offering to the public of some of the CommonShares that were issued to policyholders upon the Demutualization and the offeringof additional Common Shares from treasury. The Common Shares are listed onThe Toronto Stock Exchange, the New York Stock Exchange, the London StockExchange and the Philippine Stock Exchange;
4. the list of companies in the attached appendix A ("Appendix A") includes allsubsidiaries of the Filer that have, as reflected in the annual audited financialstatements of Sun Life for the 1999 fiscal year filed with the Decision Makers in theJurisdictions, either:
(i) assets, on a consolidated basis with their subsidiaries during the 1999 fiscalyear, representing 10 percent or more of the consolidated assets of Sun Lifeshown on the balance sheet, or
(ii) revenues, on a consolidated basis with their subsidiaries during the 1999fiscal year, representing 10 percent or more of the consolidated revenues ofSun Life shown on the statement of income and loss; and
(the subsidiaries of the Filer referred to in clauses (i) and (ii) above are collectivelyreferred to herein as the "Major Subsidiaries");
5. a "Significant Subsidiary" of the Filer shall be any subsidiary where:
(i) the value of the assets of the subsidiary, on a consolidated basis with itssubsidiaries, as reflected in the most recent annual audited balance sheetof the Filer filed with the Decision Makers in the Jurisdictions, are 10 percentor more of the consolidated assets of the Filer shown on that balance sheet,or
(ii) the revenues of the subsidiary, on a consolidated basis with its subsidiaries,as reflected in the most recent annual audited statement of income and lossof the Filer filed with the Decision Makers in the Jurisdictions, are 10 percentor more of the consolidated revenues of the Filer shown on that statementof income and loss.
6. with the exception of the Managing Director of SLC Asset Management Limited,none of the directors and senior officers of any of the subsidiaries of the Filer thatare not Major Subsidiaries or Significant Subsidiaries, either:
(i) participate in the day to day management or operation of the Filer, or
(ii) receive or have access to, in the ordinary course, information respectingmaterial facts or material changes with respect to the Filer prior to generaldisclosure of such material facts or material changes;
7. the Filer shall maintain a continuous review of the relevant facts contained in therepresentations upon which this Decision Document is based, and shall maintaina list of directors and senior officers exempted by this Decision (as hereinafterdefined) and the basis upon which each of the directors and senior officers comeswithin the terms of the Decision;
8. the Filer shall promptly advise the Commission des valeurs mobilières du Québec(the "Quebec Commission") of the name of every director and senior officer whobecomes, or ceases to be, exempted by this Decision, and shall provide an updatedlist of the directors and senior officers to the Quebec Commission annually; and
9. the Filer shall, at the request of the Decision Makers, furnish any informationnecessary for the Decision Makers to determine whether a senior officer or directorof any subsidiary of the Applicant is or is not exempted by this Decision Document.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that allpresent and future directors or senior officers of the subsidiaries of the Filer are exemptfrom the Insider Reporting Requirements with respect to their ownership of or control ordirection over securities of the Filer, provided that the exemptions contained in thisDecision Document shall not apply to any person who:
(i) in the ordinary course, receives information as to material facts or materialchanges concerning the Filer before the material facts or material changesare generally disclosed;
(ii) is or becomes a director or senior officer of the Filer or a Major Subsidiarylisted in Appendix A or any company which, after the date hereof, is orbecomes a Significant Subsidiary, except as provided by another decisionof the Decision Makers;
(iii) is or becomes an insider (as defined in the Legislation) of the Filer in acapacity other than as a director or senior officer of a subsidiary; or
(iv) is denied the exemptions contained in this Decision Document by anotherdecision of a Decision Maker.
April 3rd, 2000.
The Major Subsidiaries of Sun Life Financial Services Inc., as disclosed in the Applicationfor Exemption from the insider requirements dated March 6, 2000, are:
Sun Life Assurance Company of Canada
Sun Life Assurance Company of Canada (U.S.)
Massachusetts Financial Services Company
Sun Life of Canada (U.S.) Holdings, Inc.
Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc.
Sun Life of Canada (U.S.) Financial Services Holdings, Inc.
Sun Life of Canada U.K. Holdings plc
Sun Life Assurance Company of Canada (U.K.) Limited