Russell Investments Canada Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application to vary February 27, 2004 order granting relief to Frank Russell Canada Limited from the requirement to obtain specific and informed written consent from 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, ss. 227(2)(b)(ii), 233.

August 25, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, NEWFOUNDLAND AND LABRADOR

AND NOVA SCOTIA. (the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RUSSELL INVESTMENTS CANADA LIMITED

(the Filer)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) to amend the decision document issued by the Decision Makers in the Matter of Frank Russell Canada Limited, dated February 27, 2004 (the Original Decision), to reflect certain changes to the Original Decision.

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.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. All representations contained in the Original Decision remain true and complete except for Paragraphs 2 and 4;

2. The amendments to the Original Decision will clarify that the Filer does not act as an adviser, dealer or underwriter in respect of securities of any related or connected issuers other than the Funds; and

3. The amendments contemplated under this decision are supplementary to, and do not substantively vary, the exemption from the annual consent requirement granted under the Original Decision

Decision

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:

1. Paragraph 2 of the Original Decision is deleted and replaced with the following:

"Russell manages some of its client's assets on a discretionary basis with segregated, separate portfolios of securities for each client which include securities of one or more of the Funds. All discretionary clients of Russell enter into an investment management agreement with Russell in which the client specifically consents to Russell exercising its discretion under the agreement to trade in the securities of one or more of the Funds";

2. Paragraph 4 of the Original Decision is deleted and replaced with the following:

"Currently, other than in connection with the distribution of units of the Funds, Russell does not act as an adviser, dealer or underwriter in respect of securities of Russell, a related issuer of Russell, or in the course of a distribution, a connected issuer of Russell."

"Suresh Thakrar"

"Harold P. Hands"