Frank Russell Canada Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief from 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, sec. 227(2)(b)(ii), 233.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO, NOVA SCOTIA

AND NEWFOUNDLAND AND LABARDOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

FRANK RUSSELL CANADA LIMITED

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of Alberta, Ontario, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions") has received an application (the "Application") from Frank Russell Canada Limited ("Russell") for a decision (the "Decision") pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the restriction against an adviser exercising discretionary authority with respect to a client's account to purchase or sell the securities of a related issuer of the registrant without the specific and informed written consent of the client once in each twelve month period after the adviser has disclosed to the client all relevant facts and obtained the initial written consent of the client (the "Annual Consent Requirement") not apply to one or more mutual funds or pooled funds managed or to be managed by Russell or an affiliate or associate of Russell (the "Funds") subject to certain conditions.

AND WHEREAS pursuant to the Mutual Reliance Review System 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 Russell to the Decision Makers that:

1. Russell is a corporation incorporated under the laws of Canada with its head office in Toronto, Ontario and is registered as an investment counsel and portfolio manager and as a mutual fund dealer and limited market dealer in Ontario and as and has an equivalent adviser registration in each of the other provinces and territories of Canada.

2. Russell manages some of its client's assets on a discretionary basis with segregated, separate portfolios of securities for each client which consists of securities of one or more of the Funds. All discretionary clients of Russell enter in to 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;

3. Russell may also act as an adviser, and where required as a dealer, to clients who have not entered into discretionary management agreements with Russell in connection with such clients' investment in one or more Funds.

4. Russell does not and will not act as an Adviser, dealer or underwriter for clients in connection with investments in issuers other than the Funds;

5. All clients of Russell receive a Statement of Policies which lists the related issuers of Russell. These related issuers include the Funds. In the event of a significant change in its Statement of Policies, Russell will provide to each of its clients a copy of the revised version of, or amendment to, the Statement of Policies.

6. Units of each of the 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.

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;

THE DECISION of the Decision Makers pursuant to the Legislation is that Russell is exempt from the Annual Consent Requirement under the Legislation in respect of the exercise of discretionary authority to invest in the securities of the Funds set out in Russell's Statement of Policies provided Russell has secured the specific and informed consent of the client in advance of the exercise of discretionary authority in respect of the Funds.

February 27, 2004.