Canada Pension Plan Investment Board - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- directors and senior officers of Government-ownedinvestment manager who are insiders of a reporting issuer solelyas a result of being directors or senior officers of the investmentmanager exempted from the insider reporting requirements providedthat the investment manager complies with reporting and filingrequirements as if it were an "eligible institutional investor"under National Instrument 62-103.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.ss. 107 and 121(2).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

SASKATCHEWAN, BRITISH COLUMBIA,ALBERTA,

QUÉBEC, ONTARIO, MANITOBA,NOVA SCOTIA AND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE CANADA PENSION PLAN INVESTMENTBOARD

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each ofSaskatchewan, British Columbia, Alberta, Ontario, Manitoba,Québec, Nova Scotia and Newfoundland and Labrador (theJurisdictions) has received an application from the CanadaPension Plan Investment Board (CPP Investment Board orthe Applicant) for a decision under the securities legislation(the Legislation) of the Jurisdictions that the Applicant'sdirectors and senior officers be exempt from the Insider ReportingRequirements in cases where they are insiders of a reportingissuer solely as a result of being a director or senior officerof the Applicant;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 - Definitions or in Québec Commission Notice 14-101;

AND WHEREAS the Applicant has representedto the Decision Makers that:

(a) The CPP Investment Board was establishedas a corporation under the Canada Pension Plan InvestmentBoard Act (the CPP Investment Board Act) and isgoverned by the CPP Investment Board Act and the Regulationsmade thereunder (Regulations). All of the share capitalof the CPP Investment Board is held by the Minister of Financeof Canada (the Minister of Finance).

(b) The objects of the CPP Investment Boardunder the CPP Investment Board Act are to manage amounts thatare transferred to it by the Canada Pension Plan and to investits assets with a view to achieving a maximum rate of return,without undue risk of loss, having regard to the factors thatmay affect the funding of the Canada Pension Plan and theability of the Canada Pension Plan to meet its financial obligations.The CPP Investment Board does not manage any assets, otherthan those that are transferred to it under the Canada PensionPlan.

(c) The CPP Investment Board is the sole providerof investment management services to the Canada Pension Plan.It currently manages approximately $14.6 billion, mostly investedin index funds, and expects to manage in excess of $130 billionin assets by 2012.

(d) The CPP Investment Board has the capacityof a natural person and its business is managed and supervisedby a board of directors (the Board of Directors) appointedby the Governor in Council on the recommendation of the Ministerof Finance. The Board of Directors is required to establish,and has established, an audit committee and an investmentcommittee.

(e) The CPP Investment Board provides investmentmanagement services to the Canada Pension Plan which are comparableto the services provided by "investment managers",as that term is defined in National Instrument 62-103 -- EarlyWarning System and Related Take-Over Bid and Insider ReportingIssues (NI 62-103). The CPP Investment Board is notan investment manager for purposes of NI 62-103 because theCPP Investment Board is not, and is not required to be, registeredas an "adviser" under the Legislation. Therefore,the CPP Investment Board is not an "eligible institutionalinvestor" under NI 62-103.

(f) On October 25, 2002, the Decision Makershave granted a decision relieving the Applicant from (i) therequirements triggered by the acquisition of 10% or more ofa class of voting or equity securities under the provisionsof securities legislation listed in Appendix B of NI 62-103;(ii) the restrictions regarding further acquisitions of securitiesunder the provisions of securities legislation listed in AppendixC of NI 62-103; and (iii) the requirement for an insider ofa reporting issuer to file reports disclosing the insider'sdirect or indirect beneficial ownership of, or control ordirection over, securities of a reporting issuer, in eachcase, as if the Applicant is an "eligible institutionalinvestor" under NI 62-103.

(g) As the CPP Investment Board is not an"eligible institutional investor" under NI 62-103,its directors and senior officers are not entitled to theexemption from the Insider Reporting Requirements availableto directors and senior officers of "eligible institutionalinvestors" in Section 8.3 of NI 62-103. Consequently,the directors and officers of the CPP Investment Board aresubject to the Insider Reporting Requirements in cases whenthey become insiders of a reporting issuer solely as a resultof being a director or senior officer of the CPP InvestmentBoard.

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

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that every director or senior officer ofthe Applicant who is an insider of a reporting issuer solelyas a result of being a director or senior officer of the Applicant,who is itself an insider of the reporting issuer, is exemptfrom the Insider Reporting Requirements, provided that the Applicantcontinues to comply with, and to meet, the applicable reportingand filing requirements and other applicable conditions enumeratedin NI 62-103 as if the Applicant is an "eligible institutionalinvestor" thereunder.

August 6, 2003.