ADP Independent Investor Communications Corporation - MRRS Decision

MRRS Decision

Headnote

MRRS - Reporting issuers and intermediaries holding securities on behalf of beneficial owners exempted fromrequirements contained in sections 85 and 86 of the Act and National Policy 41 that certain proxy-related materials bedelivered by prepaid mail or personal delivery, where delivery is effected in accordance with electronic deliveryprocedures offered behalf of the reporting issuers and intermediaries by a shareholder communications service provider -three-year sunset period.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 85, 86, 88(2)

Rules Cited

In the Matter of Certain Reporting Issuers (1988), 11 OSCB 1029.

In the Matter of Certain Reporting Issuers (1997), 20 OSCB 1219 as amended by (1999) 22 OSCB 152 and (2000) 23OSCB 288.

Policies Cited

National Policy Statement No. 41 (1987), 10 OSCB 6386

IN THE MATTER OF THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, PRINCE
EDWARD ISLAND, NOVA SCOTIA, NEWFOUNDLAND, THE NORTHWEST TERRITORIES, NUNAVUT ANDTHE YUKON TERRITORY

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW

SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ADP INDEPENDENT INVESTOR COMMUNICATIONS CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker"), in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, Prince Edward Island, New Brunswick,Newfoundland, Yukon, Northwest Territories and Nunavut (collectively, the "Jurisdictions") has received an applicationfrom ADP Independent Investor Communications Corporation ("IICC"), as an interested company, for a decision pursuantto the securities legislation, regulations, rules and/or policies of the Jurisdictions (the "Legislation") that (i) ParticipatingIssuers (as defined below), and (ii) Participating Intermediaries, as defined below, on whose behalf IICC delivers Proxy-Related Materials (as defined below) using the IICC Electronic Delivery Procedures (as defined below), be exempt fromrequirements of the Legislation that delivery of such Proxy-Related Materials be made by prepaid mail, postage-paidfirst class mail, personal delivery, or similar forms of delivery as applicable (the "Paper Delivery Requirements");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS IICC has represented to the Decision Makers that:

1. IICC, a corporation incorporated under the laws of Ontario in 1987, is an indirect wholly-owned subsidiary ofAutomatic Data Processing, Inc. ("ADP"), a corporation incorporated under the laws of the State of Delaware,United States of America.

2. IICC is a service company for the purposes of National Policy 41 - Shareholder Communication ("NP 41") thatprovides shareholder communication services as agent for other persons and companies that areintermediaries, as defined in NP 41.

3. In connection with a meeting (the "Meeting") of security holders of a reporting issuer or the equivalent, IICCproposes to deliver proxy-related materials, as defined in NP 41, and where applicable, a request for votinginstructions in lieu of a form of proxy (collectively, the "Proxy-Related Materials"), to (i) the registered holders,as defined in NP 41, on behalf of such reporting issuer or the equivalent (the "Participating Issuer") and, (ii) thenon-registered holders, as defined in NP 41, on behalf of certain intermediaries (the "ParticipatingIntermediaries"), using IICC's electronic delivery procedures as described in paragraph 5 below (the "IICCElectronic Delivery Procedures").

4. The IICC Electronic Delivery Procedures were developed by ADP and first implemented in the United Statesin 1998 for U.S. reporting issuers.

5. The material aspects of the IICC Electronic Delivery Procedures are as follows:

(a) IICC Electronic Delivery Procedures will be offered as an alternative to the traditional paper-basedmail system of document delivery, and registered and non-registered holders (collectively, the"Security Holders") of a Participating Issuer that wish to receive Proxy-Related Materials in paper formmay have such Proxy-Related Materials delivered in accordance with the applicable Paper DeliveryRequirements.

(b) Enrolment for delivery of Proxy-Related Materials by the IICC Electronic Delivery Procedures will beinitiated by an advance consent electronic or paper communication (the "Consent Notice") to aParticipating Issuer's Security Holders; the Consent Notice, among other things, will give the SecurityHolders a detailed explanation of the IICC Electronic Delivery Procedures including the specific Proxy-Related Materials that will be electronically available, technical requirements for viewing such Proxy-Related Materials and the period of time that such Proxy-Related Materials will be available forelectronic delivery.

(c) The Consent Notice will direct the Security Holders that wish to enrol for the IICC Electronic DeliveryProcedures to IICC's web site, www.investordeliverycanada.com(the "IICC Web Site").

(d) For secure processing, IICC uses SSL (Secure Sockets Layer)40-bit encryption on the IICC Web Site.

(e) In order to enrol for the IICC Electronic Delivery Procedures,a Security Holder must use an enrolment number provided to itin the Consent Notice to access an enrollment screen on theIICC Web Site; to complete enrolment, the Security Holder mustprovide, among other information, its e-mail address and a self-determinedconfidential personal identification number ("PIN").

(f) IICC validates the e-mail address provided by the SecurityHolder by sending a test e-mail that, in turn must be repliedto by such Security Holder to complete enrolment; if such SecurityHolder's e-mail address is found to be invalid, the relevantProxy-Related Materials will be delivered to the Security Holderin accordance with the applicable Paper Delivery Requirements.

(g) The IICC Web Site's enrolment system provides instructions in English and French and is available24 hours a day.

(h) On the date that Proxy-Related Materials are to be mailedto a Participating Issuer's registered holders in accordancewith the requirements of the Legislation, a Security Holderthat is enrolled for IICC Electronic Delivery Procedures willreceive from IICC an e-mail notification (the "Delivery Notice")that such Proxy-Related Materials are available electronicallyat the Participating Issuer's URL Web site (the "ParticipatingIssuer Web Site").

(i) The Security Holder will be able to access, view and downloadthe relevant Proxy-Related Materials at the Participating IssuerWeb Site by following the detailed instructions contained inthe Delivery Notice.

6. The IICC Electronic Delivery Procedures do not meet thePaper Delivery Requirements applicable to certain Proxy-RelatedMaterials which must be delivered to registered and/or non-registeredholders; however, the IICC Electronic Delivery Procedures willcomply with the principles set out in National Policy 11-201- Delivery of Documents by Electronic Means, and withthe delivery requirements for applicable Proxy-Related Materialsunder proposed National Instrument 54-101 - Communicationwith Beneficial Owners of Securities of a ReportingIssuer.

7. The IICC Electronic Delivery Procedures are functionallyequivalent to delivering the Proxy-Related Materials in accordancewith the Paper Delivery Requirements, because they appropriatelyaddress the elements of notice, access, evidence of deliveryand non-corruption or alteration of documents in the deliveryprocess.

8. The IICC Electronic Delivery Procedures improve the efficiencyand competitiveness of the Canadian system for shareholder communications.

9. Canadian and U.S. markets are increasingly interdependentand electronic delivery and voting is already available to Canadiansecurity holders of U.S. issuers.

10. The proposed IICC Electronic Delivery Procedures are well-acceptedand field-tested in the U.S. market.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that, with respect to a Meeting:

(i) a Participating Issuer be exempt from the requirementsof the Legislation to send Proxy-Related Materials to its registeredholders in accordance with the Paper Delivery Requirements whereIICC, on the Participating Issuer's behalf, delivers such Proxy-RelatedMaterials to the Participating Issuer's registered holders pursuantto the IICC Electronic Delivery Procedures; and

(ii) a Participating Intermediary be exempt from the requirement of the Legislation to send Proxy-RelatedMaterials to non-registered holders of a Participating Issuer in accordance with the Paper DeliveryRequirements where IICC, on the Participating Intermediary's behalf, sends such Proxy-RelatedMaterials to such non-registered holders pursuant to the IICC Electronic Delivery Procedures;provided that this Decision shall cease to be effective in a Jurisdiction on the day that is three yearsafter the date hereof.

December , 2000.

"R.W.Korthals"       "R.W Davis"