Pro-Financial Asset Management Inc. and the Funds Listed in Schedule A

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for extension of lapse date of prospectus for 47 days -- additional time needed for renewal of a prospectus due to ongoing review -- extension of lapse date will not impact currency of disclosure relating to the mutual funds.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

November 28, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

PRO-FINANCIAL ASSET MANAGEMENT INC.

(the Filer)

AND

IN THE MATTER OF

THE FUNDS LISTED IN SCHEDULE A

(the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) for an exemption that the time limits pertaining to filing the renewal prospectus of the Funds be extended as if the lapse date of the simplified prospectus and annual information form of the Funds dated November 18, 2011 (the Current Prospectus) is January 4, 2013 (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (OSC) is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System is intended to be relied upon in each of the other provinces of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and National Instrument 81-101 -- Mutual Funds Prospectus Disclosure (NI 81-101) have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

The decision is based on the following facts as represented by the Filer:

1. The Filer is the manager of the Funds listed in Schedule A hereto.

2. The Filer is a corporation existing under the laws of the Province of Ontario and is registered with the OSC as a portfolio manager and exempt market dealer. The OSC has imposed terms and conditions on their registration, which are set out on the OSC's website at www.osc.gov.on.ca. To the best of its knowledge, information and belief, the Filer is in compliance with, and will continue to comply with, the terms and conditions imposed on its registrations by the OSC.

3. On November 1, 2010, the Filer applied to be registered as an investment fund manager in accordance with National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. The Filer is working diligently to address all of the outstanding inquiries from the OSC to obtain an investment fund manager registration.

4. Units of the Funds are currently qualified for distribution in each of the Jurisdictions under the current simplified prospectus of the Funds dated November 18, 2011 (the Current Prospectus) and the Funds are reporting issuer in each of the Jurisdictions.

5. Neither the Funds, nor the Filer, is in default of securities legislation in any of the Jurisdictions.

6. Pursuant to the Legislation, the lapse date for the Current Prospectus is November 18, 2012 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of units of the Funds would have to cease on the Current Lapse Date unless (i) the Funds file a pro-forma prospectus for the Funds at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Lapse Date i.e. by November 28, 2012; and (iii) a receipt for the final simplified prospectus is obtained within 20 days of the Current Lapse Date.

7. On October 18, 2012, a pro forma simplified prospectus and a pro forma annual information form for the Funds (the Pro Forma Prospectus) were filed with the OSC. In order to comply with the requirements of the Legislation, the final simplified prospectus and annual information form for the Funds (the "Final Renewal Prospectus") must be filed on or before November 28, 2012 and a receipt must be obtained by December 8, 2012 in order for the distribution of units of the Funds to continue without interruption.

8. Given the ongoing review of the Pro Forma Prospectus and subsequent comments by the OSC, the most recent of which was received on November 23, 2012, the Manager is requesting additional time by means of an extension of the Current Lapse Date to January 4, 2013, to permit the Manager to respond to the OSC's comment letter(s), and file the Final Renewal Prospectus for the Funds which satisfactorily addresses all of the comments without resulting in the Funds being forced to cease distribution of units because the Current Prospectus has lapsed.

9. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus represents current information regarding each Fund.

10. The Requested Relief will not materially affect the currency or accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Relief is granted.

SCHEDULE A

Pro FTSE RAFI Canadian Index Fund

Pro FTSE RAFI US Index Fund

Pro FTSE RAFI Global Index Fund

Pro FTSE RAFI Hong Kong China Index Fund

Pro FTSE RAFI Emerging Markets Index Fund

Pro FTSE NA Dividend Index Fund

Pro Fundamental Bond Index Fund

Pro Fundamental Balanced Index Fund

Pro Money Market Fund

(collectively, the Funds)