Mutual Reliance Review System for Exemptive Relief Applications -- relief from requirement to obtain specific and informed written consent from discretionary management clients once in each twelve-month period with respect to certain funds -- subject to conditions.
Applicable Ontario Legislation
Ontario Regulation 1015, R.R.O. 1990, sec. 227(2)(b), 233.
March 18, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO, ALBERTA, NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR (the Jurisdictions)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
BARCLAYS GLOBAL INVESTORS CANADA LIMITED
FOYSTON GORDON & PAYNE INC.
HILLSDALE INVESTMENT MANAGEMENT INC.
SCEPTRE INVESTMENT COUNSEL LIMITED
CRANSTON, GASKIN, O'REILLY & VERNON
(INDIVIDUALLY A FILER AND COLLECTIVELY, THE FILERS)
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement that a registrant acting as an adviser and exercising discretionary authority with respect to the investment portfolio or account of a client (in each case, a Client) not purchase or sell securities of a related issuer, or in the course of an initial distribution or a distribution (depending on the Jurisdiction) securities of a connected issuer, of the registrant, unless it provides certain disclosure to the Client and obtains the requisite specific and informed written consent of the Client once in each 12 month period (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by each Filer:
1. Each of the Filers has an office, carries on business in Ontario and is registered as an adviser in Ontario. Where a Filer is not currently registered as an adviser in any of Alberta, Nova Scotia or Newfoundland and Labrador, it expects that it will become registered in such provinces once it is clear that there will be clients retaining it.
2. Each Filer manages some of its clients' assets on a discretionary basis and may trade in the securities of one or more mutual funds or pooled funds managed or to be managed by the Filer or an affiliate or associate of the Filer (collectively, the Funds) for its Clients' accounts;
3. Discretionary management clients of the Filer enter into a discretionary investment management account agreement with the Filer. Each discretionary management Client specifically consents in writing to the Filer investing in one or more of the applicable Funds.
4. Securities of the applicable Funds may be offered on a continuous basis and will be acquired by residents of the Jurisdictions either under a prospectus filed by the Fund or on a private placement basis.
5. All Clients of the Filer receive a statement of policies which lists the related issuers of the Filer. In the event of a significant change in its Statement of Policies, the Filer will provide to each of its Clients a copy of the revised version of, or amendment to, the Statement of Policies.
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.
The decision of the Decision Makers pursuant to the Legislation is that the Requested Relief is granted to each Filer provided that the Filer has secured the specific and informed consent of the discretionary management Client in advance of the exercise of discretionary authority in respect of the applicable Funds.