Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications - extension of time period for deliveryto clients of a revised statement of policies and conflictsof interest rules.

Applicable Ontario Legislation

Ontario Regulation 1015, R.R.O. 1990, sec. 223(3)(b),233.














1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of British Columbia, Alberta, Ontario, and Newfoundlandand Labrador (the "Jurisdictions") has receivedan application from Canaccord Capital Corporation (the "Filer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to provide a revised conflict of interestrules statement or statement of policies to each client ofa registrant on or before the 45th day after filingthe statement with the securities regulatory authorities shallnot apply to the Filer for its Revised Statement (definedbelow);

2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator for this application;

3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

4. AND WHEREAS the Filer has represented tothe Decision Makers that:

1. Canaccord Holdings Ltd. ("CanaccordHoldings") holds all of the shares of the Filer;

2. the Filer is a registered dealer in eachof the Jurisdictions;

3. Canaccord Holdings entered into an agreementdated July 10, 2002 with the Manufacturers Life InsuranceCompany ("Manulife"), a wholly-owned subsidiaryof Manulife Financial Corporation ("MFC"), wherebyManulife acquired shares and rights to acquire shares inCanaccord Holdings that, if exercised, would give Manulife20.16% of all the outstanding shares of Canaccord Holdings;

4. as a result of this acquisition of sharesand rights, and the resulting cross ownership between CanaccordHoldings, Manulife, MFC and the Filer, the Filer, Manulifeand MFC became "related issuers" as defined inthe Legislation;

5. MFC is a reporting issuer in each provinceand territory of Canada and its shares are listed on theToronto Stock Exchange ("TSX"), the New York StockExchange and other foreign exchanges;

6. as a result of Manulife's direct or indirectequity interest in three other reporting issuers, ManulifeFinancial Capital Trust ("MAC Trust"), MIC FinancingTrust I ("MIC") and Seamark Asset Management Ltd.("Seamark"), the Filer is also considered a relatedissuer of each of these reporting issuers;

7. MAC Trust is a reporting issuer in eachprovince and territory in Canada and its trust units arelisted on the TSX;

8. MIC is a registrant with the United StatesSecurities and Exchange Commission;

9. Seamark is a reporting issuer is eachprovince and territory in Canada and its shares are listedon the TSX;

10. the Filer prepared a revised statementof policies and conflict of interest rules which it filedwith the British Columbia, Alberta, Ontario and NewfoundlandSecurities Commissions on August 9, 2002;

11. a corrected revised Statement (the "RevisedStatement") was filed on August 28, 2002 with the BritishColumbia, Alberta, Ontario and Newfoundland Securities Commissions;

12. the Filer has prepared a French versionof the Revised Statement and has filed the French versionof the Revised Statement with the Commission des valeursmobilières du Québec on August 28, 2002;

13. the Filer is required under the Legislationto provide to each of its clients a copy of the RevisedStatement no later than September 23, 2002;

14. the Filer is currently planning to conductits regular quarterly mailing (the "Quarterly Mailing")of account statements to all of its clients on or beforeOctober 9, 2002 and proposes to enclose the Revised Statementwith the Quarterly Mailing;

15. as the Filer has approximately 100,000client accounts, a separate mailing of the Revised Statementto each of the Filer's clients would cost approximately$80,000;

16. the Filer is at present providing itsclients with all required disclosure when dealing with securitiesof all related issuers in accordance with the Legislation;

17. the Filer complies with all other requirementsof the Legislation pertaining to related issuers and conflictsof interest;

18. the Filer provides all of its new clientswith the Revised Statement; and

19. the transaction between Canaccord Holdingsand Manulife and the resulting relationship between theFiler, Manulife and MFC has been widely reported in thefinancial press.

5. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

6. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;

7. THE DECISION of the Decision Makers underthe Legislation is that the requirement contained in the Legislationfor the Filer to provide the Revised Statement to each ofits clients on or before the 45th day after filingthe Revised Statement with the securities regulatory authoritiesshall not apply to the Filer, provided that the Filer includesa copy of the Revised Statement with its Quarterly Mailingof account statements to its clients on or before October9, 2002.

September 20, 2002.

"Brenda Leong"