Front Street Alternative Asset Fund Inc., Terra Firma Income Fund 2004 Inc., and Terra Firma Equity Fund 2004 Inc. - s. 5.5

Headnote

Approval to change the fund manager of a mutual fund.

Rules Cited

National Instrument 81-102 - Mutual Funds, ss. 5.5.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 81-102 --

MUTUAL FUNDS (NI 81-102)

AND

IN THE MATTER OF

FRONT STREET ALTERNATIVE ASSET FUND INC.

TERRA FIRMA INCOME FUND 2004 INC., AND

TERRA FIRMA EQUITY FUND 2004 INC. (the Funds)

APPROVAL

(Section 5.5)

WHEREAS the Funds have made an application (the Application) to the Ontario Securities Commission (the Director) for an approval pursuant to section 5.5 of NI 81-102 that the manager of the Funds can be changed to Front Street Capital 2004 (Front Street);

AND WHEREAS the Director has considered the Application and the recommendation of staff of the Director;

AND WHEREAS the Funds have represented to the Director as follows:

1. Each of the Funds is a corporation incorporated under the Business Corporations Act (Ontario) by Articles of Incorporation dated October 30, 2003. The Funds are registered as labour-sponsored investment funds under the Community Small Business Investment Funds Act (Ontario).

2. The Funds are reporting issuers in Ontario. The Funds are currently non-offering in that all their publicly held securities have been redeemed.

3. The authorized capital of the Funds consists of an unlimited number of Class A Shares and Class B Shares. As of the date of the Application, there are no Class A Shares issued and outstanding. All of the issued and outstanding Class B Shares are owned by the sponsor of the Funds, The National Guild of Canadian Media, Manufacturing, Professional & Services Workers/CMA.

4. Pursuant to an Acquisition Agreement dated September 30, 2005, Front Street Investment Management Inc. acquired (the Transaction) all the outstanding shares of IPM Funds Inc., which was the prior manager of the Funds. As a result of the Transaction, each of the Funds has or is expected to enter into a management agreement, effective September 30, 2005, with Front Street, which will act as the new manager. Front Street is an affiliate of Front Street Investment Management Inc.

5. Front Street is currently the manager of several investment funds including labour sponsored investment funds.

AND WHEREAS the Director is satisfied that to do so would not be prejudicial to the public interest;

NOW THEREFORE pursuant to section 5.5 of NI 81-102, the Director hereby approve the change of manager of the Funds to Front Street.

November 25, 2005