Securities Law & Instruments

Headnote

Exemption from the requirement to deliver comparative annual financial statements to registered securityholders of certain mutual funds unless they have requested to receive them.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5, as am., ss. 79 and 80(b)(iii).

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO, AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ELLIOTT & PAGE LIMITED ("EPL")

AND

IN THE MATTER OF

ELLIOTT & PAGE MONEY FUND

ELLIOTT & PAGE ACTIVE BOND FUND

ELLIOTT & PAGE MONTHLY HIGH INCOME FUND

ELLIOTT & PAGE BALANCED FUND

ELLIOTT & PAGE GROWTH & INCOME FUND

ELLIOTT & PAGE VALUE EQUITY FUND

ELLIOTT & PAGE CANADIAN EQUITY FUND

ELLIOTT & PAGE GENERATION WAVE FUND

ELLIOTT & PAGE BLUE CHIP FUND

ELLIOTT & PAGE SECTOR ROTATION FUND

ELLIOTT & PAGE GROWTH OPPORTUNITIES FUND

ELLIOTT & PAGE AMERICAN GROWTH FUND

ELLIOTT & PAGE U.S. MID-CAP FUND

ELLIOTT & PAGE INTERNATIONAL EQUITY FUND

ELLIOTT & PAGE TOTAL EQUITY FUND

ELLIOTT & PAGE GLOBAL MULTISTYLE FUND

ELLIOTT & PAGE GLOBAL SECTOR FUND

ELLIOTT & PAGE ASIAN GROWTH FUND

ELLIOTT & PAGE RSP AMERICAN GROWTH FUND

ELLIOTT & PAGE RSP U.S. MID-CAP FUND AND

ELLIOTT & PAGE RSP TOTAL EQUITY FUND

E&P MANULIFE BALANCED ASSET ALLOCATION PORTFOLIO

E&P MANULIFE MAXIMUM GROWTH ASSET ALLOCATION PORTFOLIO

E&P MANULIFE TAX-MANAGED GROWTH PORTFOLIO

ELLIOTT & PAGE CANADIAN ALPHAMETRICS FUND

ELLIOTT & PAGE U.S. ALPHAMETRICS FUND

ELLIOTT & PAGE CORE CANADIAN EQUITY FUND; AND

ELLIOTT & PAGE DIVERSIFIED FUND;

(Individually, a "Fund", and collectively, the "Funds");

MIX AIM AMERICAN MID-CAP GROWTH CLASS

MIX AIM CANADIAN FIRST CLASS

MIX ELLIOTT & PAGE GROWTH OPPORTUNITIES CLASS

MIX ELLIOTT & PAGE U.S. MID-CAP CLASS

MIX F.I. CANADIAN DISCIPLINED EQUITY CLASS

MIX F.I. GROWTH AMERICA CLASS

MIX F.I. INTERNATIONAL PORTFOLIO CLASS

MIX SEAMARK TOTAL CANADIAN EQUITY CLASS

MIX SEAMARK TOTAL GLOBAL EQUITY CLASS

MIX SEAMARK TOTAL U.S. EQUITY CLASS

MIX TRIMARK GLOBAL CLASS

MIX TRIMARK SELECT CANADIAN CLASS

MIX SHORT TERM YIELD CLASS

MIX CANADIAN EQUITY VALUE CLASS

MIX CANADIAN LARGE CAP CORE CLASS

MIX CANADIAN LARGE CAP GROWTH CLASS

MIX CANADIAN LARGE CAP VALUE CLASS

MIX GLOBAL EQUITY CLASS

MIX GLOBAL SECTOR CLASS

MIX GLOBAL VALUE CLASS

MIX INTERNATIONAL GROWTH CLASS

MIX INTERNATIONAL VALUE CLASS

MIX JAPANESE CLASS

MIX U.S. LARGE CAP CORE CLASS

MIX U.S. LARGE CAP GROWTH CLASS

MIX U.S. LARGE CAP VALUE CLASS, AND

MIX U.S. MID-CAP VALUE CLASS

(individually, a "MIX Fund", and collectively, the "MIX Funds")

 

MRRS DECISION DOCUMENT

WHEREAS EPL has made an application to the securities regulatory authorities or regulator (the "Decision Maker") in each of Ontario, Alberta, and Nova Scotia (collectively, the "Jurisdictions") for a decision (the "Decision") pursuant to applicable securities legislation in each of the Jurisdictions (the "Legislation") for relief from the requirement to deliver comparative annual financial statements of the Funds and the MIX Funds to certain Securityholders of the Funds and the MIX Funds unless they have requested to receive them;

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

AND WHEREAS unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 -- Definitions;

AND WHEREAS it has been represented by EPL to the Decision Makers that:

1. Each Fund is an open-ended mutual fund trust established under the laws of Ontario. Each MIX Fund is a class of shares of Manulife Investment Exchange Funds Corp., an open-ended mutual fund corporation incorporated under the laws of Ontario.

2. EPL is a corporation incorporated under the laws of Ontario with its registered office located in Toronto, Ontario and is the manager, trustee, primary portfolio adviser, principal distributor, promoter and the registrar and transfer agent of the Funds. EPL is also the manager, primary portfolio adviser, principal distributor, promoter and the registrar and transfer agent of the MIX Funds.

3. The Funds and the MIX Funds are reporting issuers in each of the Jurisdictions and are not in default of any requirements of the Legislation.

4. As many as five classes of units of each Fund are offered for sale continuously to the public in each of the provinces and territories of Canada pursuant to a combined simplified prospectus and annual information form dated August 26, 2003, as amended. Two series of shares of each MIX Fund are offered for sale continuously to the public in each of the provinces and territories of Canada pursuant to a combined simplified prospectus and annual information form dated October 21, 2003, as amended.

5. Each of the Funds and the MIX Funds is required to deliver annually, within 140 days of its financial year-end, to each holder of its securities ("Securityholders"), comparative financial statements in the prescribed form pursuant to the Legislation.

6. EPL proposes to send to Securityholders who hold securities of the Funds and the MIX Funds in client name (whether or not EPL is the dealer) (the "Direct Securityholders"), either together with their semi-annual account statement or otherwise, a notice advising them that they will not receive the annual financial statements for the year ended December 31, 2003 in the case of the Funds and the annual financial statements for the year ended April 30, 2004 in the case of the MIX Funds unless they complete and return a request for such documents (the "Request"). The Request will form part of the notice and may be returned by pre-paid mail. The notice will advise the Direct Securityholders that the annual financial statements of the Funds and the MIX Funds may be found on the websites referred to in paragraph 8 and downloaded. EPL would send the annual financial statements to any Direct Securityholder who requests them in response to such notice or who subsequently requests them.

7. Securityholders who hold their securities in the Funds and the MIX Funds through a nominee will be dealt with pursuant to National Instrument 54-101 -- Communication with Beneficial Owners of Securities of a Reporting Issuer.

8. Securityholders will be able to access the annual financial statements of the Funds and the MIX Funds either on the SEDAR website or at www.manulife.ca/investments or by calling EPL's toll-free phone line. Top ten holdings which are updated on a monthly basis will also be accessible to Securityholders at www.manulife.ca/investments or by calling EPL's toll-free phone line.

9. There would be substantial cost savings if the Funds and the MIX Funds are not required to print and mail annual financial statements to those Direct Securityholders who do not want them.

10. The Canadian Securities Administrators (the "CSA") have published for comment proposed National Instrument 81-106 ("NI 81-106") which, among other things, would permit a mutual fund to not deliver annual financial statements to those of its Securityholders who do not request them, if the mutual funds provide each Securityholder with a request form under which the Securityholder may request, at no cost to the Securityholder, to receive the mutual fund's annual financial statements for that financial year.

11. NI 81-106 would also require a mutual fund to have a toll-free telephone number for, or accept collect calls from, persons or companies that want to receive a copy of, among other things, the annual financial statements of the mutual fund.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

AND WHEREAS the Decision Makers are satisfied that making the Decision will not adversely affect the rule-making process with respect to proposed National Instrument 81-106 and is consistent with National Instrument 54-101;

THE DECISION of the Decision Makers pursuant to the Legislation is that:

(i) the Funds and the MIX Funds; and

(ii) mutual funds created subsequent to the date hereof that are offered by way of simplified prospectus and managed by EPL or a division thereof

shall not be required to deliver the comparative annual financial statements for the year ending December 31, 2003 in the case of the Funds and the annual financial statements for the year ended April 30, 2004 in the case of the MIX Funds to their Direct Securityholders other than those Direct Securityholders who have requested to receive them provided that:

1. EPL shall file on SEDAR, under the financial statements category, confirmation of mailing of the request forms that have been sent to the Direct Securityholders as described in paragraph 6 of the representations within 90 days of mailing the request forms;

2. EPL shall file on SEDAR, under the financial statements category, information regarding the number and percentage of requests for annual financial statements made by the return of the request forms, on a province-by-province basis within 30 days after the end of each quarterly period beginning from the date of mailing the request forms and ending 12 months from the date of mailing;

3. EPL shall record the number and summary of complaints received from Direct Securityholders about not receiving the annual financial statements and shall file on SEDAR, under the financial statements category, this information within 30 days after the end of each quarterly period beginning from the date of mailing the request forms and ending 12 months from the date of mailing;

4. EPL shall, if possible, measure the number of "hits" on the annual financial statements of the Funds and the MIX Funds on EPL's website and shall file on SEDAR, under the financial statements category, this information within 30 days after the end of each quarterly period beginning from the date of mailing the request forms and ending 12 months from the date of mailing; and

5. EPL shall file on SEDAR, under the financial statements category, estimates of the cost savings resulting from the granting of this Decision within 90 days of mailing the request forms.

February 2, 2004.

"Lorne Morphy"
"Theresa McLeod"