Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted to permit portfolio manager, on behalf of two new funds, to purchase and sell mortgages and debt securities from and to affiliates of the portfolio manager -- relief granted subject to various representations and conditions including funds will only be sold to permitted clients, IRC approval and an independent valuation.

Applicable Legislative Provisions

NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.5(2)(b).

February 24, 2014

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 SUN LIFE INVESTMENT MANAGEMENT INC. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer from section 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to permit the Funds (as defined below) to purchase or sell a security from or to the investment portfolio of a "responsible person", as such term is defined in NI 31-103 and as further described below (the Exemption Sought).

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

(a) the Ontario Securities Commission 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 (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

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

Representations

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

1. The Filer is a corporation incorporated under the laws of Canada with its head office in Toronto, Ontario. The Filer is an indirect, wholly-owned subsidiary of Sun Life Financial Inc., a company the shares of which are listed on, among others, the Toronto Stock Exchange.

2. Sun Life Assurance Company of Canada (SLA) is an insurance company authorized to carry on business under the Insurance Companies Act (Canada) and regulated by the Office of the Superintendent of Financial Institutions (OSFI). SLA is a wholly-owned subsidiary of Sun Life Financial Inc. (SLF) and accordingly is an affiliate of the Filer.

3. The Filer is registered as an investment fund manager, portfolio manager and exempt market dealer in each province and territory of Canada.

4. Two limited partnerships, Sun Life Canadian Commercial Mortgage Fund (the Mortgage Fund) and Sun Life Private Fixed Income Plus Fund (the PFI Fund), have been established under the laws of the Jurisdiction (the Mortgage Fund and the PFI Fund are each referred to as a Fund and collectively referred to as the Funds). Securities of each of the Mortgage Fund and the PFI Fund will be sold, pursuant to available exemptions from the prospectus requirements, only to investors who are "permitted clients" as such term is defined in NI 31-103, other than those described in paragraph (k) of the definition, unless the client of the managed account is otherwise a permitted client.

5. The Filer will be the investment fund manager and portfolio adviser for each Fund.

6. None of the Filer, the Mortgage Fund or the PFI Fund is in default of securities legislation in the Jurisdiction.

7. The Mortgage Fund will seek to provide income while preserving capital over the long term by investing primarily in a portfolio of first mortgage loans and construction financing loans secured by properties located in Canada.

8. The Mortgage Fund will seek to invest in mortgage loans secured by properties located in growing metropolitan areas (typically with populations in excess of 100,000) and to qualified, financially-strong borrowers with expertise in the ownership, management and operation of commercial real estate and/or multi-family rental properties. The mortgage loans will be diversified by geographic region and by property type.

9. In addition, the Mortgage Fund may invest in a limited portfolio of variable-rate construction loans secured by mortgages on lands being serviced for residential or commercial development or to provide financing for the construction of single family, condominium or commercial development. Such construction lending will focus on small to medium scale developments in markets with strong housing demand and on experienced land, housing and condominium developers.

10. Except for mortgages insured by Canada Mortgage and Housing Corporation (or another corporation with a similar function that may be established by a statute of Canada or of a province or territory in Canada from time to time) (CMHC), each mortgage that will be purchased by the Mortgage Fund from SLA will not exceed 75% of the appraised value of the underlying real property at the time of investment. Each mortgage insured by CMHC will not exceed 85% of the appraised value of the underlying real property at the time of investment.

11. The PFI Fund will seek to achieve total return by providing income, while preserving capital over the long term, by investing primarily in a diverse portfolio of private and public fixed income assets. The private fixed income assets will include long-term debt financing for power projects such as hydro, wind, co-generation and solar, as well as public private partnerships (P3) infrastructure projects including hospitals, bridges, roads, detention facilities, court houses and public transit systems; senior secured and unsecured loans to high credit quality large corporate borrowers; investments secured by marquee or key strategic real estate assets often not financed through traditional mortgage structures; senior loans to mid-market companies which generally do not access the public debt markets; and investments in securitized lease/loan obligations supported by diversified pools of assets such as manufacturing equipment and transportation assets. The PFI Fund will invest in private fixed income assets from a diverse range of geographic locations including Canada, the United States, the United Kingdom and Australia. The PFI Fund will also invest in a wide range of securities available in public debt markets to seek to achieve positive active returns, neutralize exposure to unintended risks, enhance liquidity and manage the Fund's duration.

12. It is expected that approximately 50% to 90% of the PFI Fund's portfolio will comprise of PFI Securities (as defined below) at any given time.

13. A portion of the investments in each Fund's initial portfolio will be purchased from SLA at the Fund's inception. From time to time thereafter, each Fund may purchase or sell securities from or to SLA. In exchange for the purchase of such investments from SLA, the Fund will issue units to SLA (an In-Specie Transaction), and/or the parties will satisfy the price of the purchase in cash (a Principal Trade). Where a Fund is selling securities to SLA, the parties will satisfy the purchase price by way of a Principal Trade.

14. The assets that the Mortgage Fund will purchase from or sell to SLA will include mortgages. The mortgages will be originated by third-parties, SLA or the Mortgage Fund.

15. The assets that the PFI Fund will purchase from or sell to SLA will include private debt securities (PFI Securities) and loans (or a portion of a loan) originated by third-parties, SLA or the PFI Fund.

16. From time to time, the Mortgage Fund and the PFI Fund may invest in the same securities as SLA or affiliates of SLA.

17. The seed capital of the Mortgage Fund will consist of an investment by SLF and an investment by SLA. The Mortgage Fund will issue units to SLF in exchange for cash. The Mortgage Fund will purchase mortgages from SLA and a portion of the purchase price will be satisfied by way of an In-Specie Transaction and a portion of the purchase price will be satisfied by way of a Principal Trade. As a result of the In-Specie Transaction, SLA will own, directly or indirectly, approximately 45% of the issued and outstanding units of the Mortgage Fund at the Fund's inception (the other 55% being owned by SLF as a result of SLF's investment).

18. The seed capital of the PFI Fund will consist of an investment by SLF. The PFI Fund will issue units to SLF in exchange for cash. The PFI Fund will purchase private fixed income assets including PFI Securities from SLA and the purchase price will be satisfied by way of a Principal Trade. As the purchase of portfolio securities from SLA by the PFI Fund is not done by way of an In-Specie Transaction, SLA will not own any units of the PFI Fund at the Fund's inception.

19. There is a limited supply of PFI Securities and mortgages available to the Funds in the open market, and frequently the only source or buyer of PFI Securities and mortgages may be SLA. SLA has relatively large teams of professionals involved in the origination and sourcing of mortgages and private loans. Based on market information, SLA has a relatively sizable market share in each of the mortgage and private fixed income markets. The Filer believes that permitting the Mortgage Fund and the PFI Fund to purchase mortgages and PFI Securities, respectively, from SLA will allow the Funds to access investments that they may not be otherwise able to access in the market, and in a manner that will be efficient for the Funds, and permitting the Funds to sell mortgages and PFI Securities, respectively, to SLA will provide liquidity for the Funds.

20. Certain individuals who participate in the management of the proprietary portfolio of SLA are portfolio managers of the Filer and will be involved in managing the portfolios of the Funds. Accordingly, SLA will have access to investment decisions made on behalf of a client of the Filer or advice given to a client of the Filer and therefore is a "responsible person" as defined in section 13.5(1) of NI 31-103.

21. Absent the Exemption Sought, the Filer is prohibited by section 13.5(2)(b) of NI 31-103 from causing the Funds to purchase or sell securities from or to SLA.

22. Each of the Filer and SLA will have policies and procedures in place to address any potential conflicts of interest that may arise as a result of any purchase or sale of securities between the Funds and SLA and each of the Filer and SLA will be able to appropriately deal with any such conflicts.

23. Each Fund will only purchase securities from SLA that are consistent with, or necessary to meet, the Fund's investment objectives. Each Fund will only sell securities to SLA if the Filer has determined that disposing of such securities is appropriate for the Fund.

24. All decisions to purchase or sell securities on behalf of each Fund's portfolio from or to SLA will be made based on the judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund.

25. Securities sold by SLA to each Fund will only be those that are permitted to be owned by a life insurance company under the Insurance Companies Act (Canada) (the Insurance Act) and the regulations and rules thereunder. The Insurance Act requires that the directors of an insurance company establish and the company adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply in respect of a portfolio of investments and loans to avoid undue risk of loss and obtain a reasonable return. There are also specific statutory and regulatory constraints such as aggregate limits for various categories of investments based on prudential principles and restrictions on the types of businesses in which life insurance companies can invest.

26. The Filer, on behalf of each Fund, intends to establish an independent review committee (the IRC) consistent with section 3.7 of National Instrument 81-107 (NI 81-107). The IRC of each Fund will be expected to comply with the standard of care set out in section 3.9 of NI 81-107 as if each Fund were subject to that rule.

27. The Filer will refer the In-Specie Transactions and Principal Trades between SLA and a Fund to the IRC of such Fund.

28. Prior to a Fund making a purchase or sale of securities from or to SLA:

(a) The IRC of the Fund will approve the transaction in accordance with section 5.2(2) of NI 81-107;

(b) The Filer will comply with section 5.1 of NI 81-107; and

(c) The Filer and the IRC of the Fund will comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transaction.

29. A description of each mortgage held in the Mortgage Fund's portfolio will be available to an investor or a prospective investor from the Filer, upon request and conditional upon the investor or prospective investor agreeing to treat such information as confidential.

30. The Mortgage Fund will purchase mortgages at an amount determined in accordance with section III(2)(2.4) of National Policy Statement 29 Mutual Funds Investing in Mortgages (NP 29) as if the Mortgage Fund were subject to that policy.

31. The Mortgage Fund will value the mortgages in its portfolio in accordance with section III(2)(2.5) of NP 29 as if the Mortgage Fund were subject to that policy. So long as it is consistent with NP 29, the Mortgage Fund intends to determine the value of each mortgage by discounting the expected future cash flows using a current market interest rate applicable to financial instruments with similar yield, credit quality and maturity characteristics as the mortgage. Valuation inputs typically include yields on benchmark government bonds and risk-adjusted spreads from current lending activities or loan issuances.

32. The Filer expects that with respect to the mortgages that will be transferred from SLA to the Mortgage Fund, there will generally be observable and comparable market prices.

33. An independent and reputable valuation firm that is an accounting firm registered with the Canadian Public Accountability Board (CPAB) and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators will be retained for the Mortgage Fund to (i) provide a valuation opinion as to the value of the mortgages transferred from SLA to the Mortgage Fund that will form part of the Mortgage Fund's initial portfolio; and (ii) review the models and methodologies developed and used by the Filer to determine the value attributed to the mortgages. The Filer will rely upon such valuation opinion at the time of the sale of mortgages to the initial portfolio of the Mortgage Fund and will continue to use such valuation models and methodologies to determine the price(s) at which mortgages will be purchased from or sold by the Mortgage Fund.

34. A public accounting firm that is registered with CPAB will be retained to act as auditor of the Mortgage Fund and will carry out an audit, in accordance with Canadian generally accepted auditing standards, of the annual financial statements of the Mortgage Fund. The annual financial statements will be prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements will present the mortgages at fair value as defined in IFRS 13 Fair Value Measurement, as the same may be amended or replaced from time to time, which sets out a framework for measuring fair value.

35. A description of the general characteristics (such as issuer description, industry, maturity date and indicative yield) of each PFI Security held in the PFI Fund's portfolio will be available to an investor or a prospective investor from the Filer, upon request and conditional upon the investor or prospective investor agreeing to treat such information as confidential.

36. The PFI Securities to be purchased or sold by the PFI Fund from or to SLA will be securities that SLA determines to be of investment grade in accordance with SLA's internal policies and procedures for the purpose of SLA's proprietary account (SLA Credit Rating Policies).

37. Currently, under the SLA Credit Rating Policies, PFI Securities are rated using scorecards which combine probability of default and loss given default to arrive at a credit risk rating. The rating, expressed using a point scale consistent with those used by external rating agencies, is based on detailed examination of the borrower's or issuer's credit quality and the characteristics of the specific instrument. The probability of default assessment is based on borrower-level or issuer-level analysis, which encompasses an assessment of industry risk, business strategy, competitiveness, strength of management, and other financial information. The loss given default assessment is based on instrument-level analysis, which considers the impact of guarantees, covenants, liquidity and other structural features. Under the SLA Credit Rating Policies, the ratings determined cannot be higher than the highest rating provided by nationally recognized statistical rating organizations on assets with similar credit quality and risk characteristics.

38. The Filer has developed a methodology to value PFI Securities. Currently, the methodology involves using one of the following approaches for valuing each PFI Security:

(a) Use of an observed external market spread (if one exists) (First Category);

(b) If paragraph (a) above does not apply for a particular PFI Security, the Filer will use the observed credit spread of an externally priced comparable private fixed income asset of similar, or appropriately adjusted, average life, sector and credit risk (the Private Comparable) to serve as the basis for the credit spread for the PFI Security. The yield used for valuing the PFI Security will be a function of (i) the credit spread of the Private Comparable adjusted for illiquidity and other relevant factors, plus (ii) the interpolated risk-free yield for a term equal to the average life of the PFI Security. This yield will be used by the Filer to discount the cash flows of the PFI Security to establish its fair value (Second Category);

(c) If paragraph (b) above does not apply for a particular PFI Security, the Filer will use the observed credit spread of a externally priced comparable public fixed income asset of similar, or appropriately adjusted, average life, sector and credit risk (the Public Comparable) to serve as the basis for credit spread for the PFI Security. The yield used for valuing the PFI Security will be a function of (i) credit spread of the Public Comparable adjusted for illiquidity and other relevant factors, plus (ii) the interpolated risk-free yield for a term equal to the average life of the PFI Security. This yield will be used by the Filer to discount the cash flows of the PFI Security to establish its fair value (Third Category); and

(d) If paragraph (c) above does not apply for a particular PFI Security, the Filer will use the Private Placement Comparable Index (PPCI) matrix spreads maintained by SLA to serve as the basis for credit spread changes for the PFI Security held in the PFI Fund. SLA maintains the PPCI matrix which is a record of public bond spreads for different terms to maturity and credit ratings. The yield used for valuing the PFI Security will be a function of (i) its initial credit spread, plus (ii) changes in the credit spread for the relevant reference point in the matrix for the applicable average life and credit rating, plus (iii) the interpolated risk-free yield for a term equal to the average life of the PFI Security. This yield will be used by the Filer to discount the cash flows of the PFI Security to establish its fair value (Fourth Category). Notwithstanding the foregoing, if a PFI Security that falls under the Fourth Category has a floating rate of interest, the value of such PFI Security will be determined by assigning a value to such security equal to par (its face amount), unless such PFI Security exhibits credit deterioration that warrants a reduction in its value.

39. The Filer will retain SLA to complete and maintain a standard template for each PFI Security that will be transferred to the PFI Fund from SLA. This template will record key information such as the maturity date, credit rating, average life, and other relevant quantitative or qualitative features. It will also record the key information for valuing the PFI Securities, such as, for PFI Securities valued under the Second Category and Third Category, comparable public or private assets along with differences between those assets (such as geography, credit quality, project lifecycle, or breadth of deal participation) versus the PFI Securities, and for PFI Securities valued under the Fourth Category, the initial spread over the PPCI matrix. This information will be reviewed monthly by the Filer's Valuation Team, and any relevant changes (i.e. a credit rating change) will be updated as required.

40. The Filer will establish a Valuation Committee to provide oversight to the valuation process, models and methodology and to approve the PFI Fund's asset valuations. The Valuation Committee will consist of members that are independent of the portfolio management team of the Filer, and will include the Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer, and Senior Managing Director, Investments Strategic Research and Initiatives (or another executive performing a similar function) of the Filer. The Valuation Committee will approve the pricing methodology used for new and existing assets in the PFI Fund and approve any changes to the valuation methodology to be applied to assets in the PFI Fund. Recommendations for changes to the valuation methodology or for valuation assumptions on assets of the PFI Fund will be provided to the committee jointly by the Filer's Valuation Team and SLA's PFI team. The Valuation Committee will provide a forum to discuss any idiosyncratic assets and valuation assumptions to ensure that the value attributed to each asset in the PFI Fund is fair and reasonable.

41. An independent and reputable valuation firm that is an accounting firm registered with CPAB and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators will be retained for the PFI Fund to (i) provide a valuation opinion as to the value of the PFI Securities in the initial portfolio; and (ii) review whether the models and methodologies developed and used by the Filer to determine the value attributed to the PFI Securities are fair and reasonable from the perspective of an independent third party. The Filer will rely upon such valuation opinion at the time of the sale of PFI Securities to the initial portfolio of the PFI Fund and will continue to use such valuation models and methodologies to determine the price(s) at which PFI Securities will be purchased from or sold by the PFI Fund. In addition, an independent and reputable valuation firm that is an accounting firm registered with CPAB and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators will be retained to review whether the models and methodologies developed, amended (if applicable) and used by the Filer to determine the value attributed to the PFI Securities continue to be fair and reasonable from the perspective of an independent third party on an annual basis.

42. A public accounting firm that is registered with CPAB will be retained to act as auditor of the PFI Fund and will carry out an audit, in accordance with Canadian generally accepted auditing standards, of the annual financial statements of the PFI Fund. The annual financial statements will be prepared in accordance with IFRS. The financial statements will present the PFI Securities and any publicly-traded fixed income securities at their fair values, which will be determined based on all applicable fair valuation principles set out in IFRS 13 Fair Value Measurement, as the same may be amended or replaced from time to time. These principles will consider the credit spreads and yields used by market participants in the fair market valuation of private debt securities and other market value influencing assumptions, to the extent that such information is publicly available, as well as other information considered to be relevant by the Filer.

43. Based on existing information and interpretation on fair value measurements under IFRS, the Filer expects that, under normal market conditions, PFI Securities that are valued under the First Category, Second Category and Third Category would be treated as Level II fair value under IFRS and the PFI Securities that are valued under the Fourth Category would be treated as Level III fair value under IFRS.

44. Each Fund will value portfolio securities under an In-Specie Transaction using the same values to be used to calculate the net asset value for the purpose of the issue price or redemption price of the units of the Fund.

45. None of the securities which will be the subject of an In-Specie Transaction or Principal Trade will be securities of an issuer that is a related party of the Filer.

46. The Filer will receive no remuneration with respect to any purchase or sale of securities between a Fund and SLA, and with respect to the delivery of securities, the only expenses which will be incurred by a Fund will be nominal administrative charges levied by the custodian and/or recordkeeper of the Fund for recording the trades and/or any charges by a dealer in transferring the securities, if applicable. In the case of syndicated PFI Securities in the PFI Fund, an agent bank may charge the PFI Fund nominal fees for the transfer or assignment of such syndicated PFI Securities.

47. For each purchase or sale of securities from or to SLA, each Fund will keep written records in a financial year of the Fund. These records will reflect details of the securities received or delivered by the Fund and the value assigned to such securities. These records will be retained for five years after the end of the financial year, the most recent two years in a reasonably accessible place.

48. The Filer will disclose to each investor in the Mortgage Fund and the PFI Fund the fact that securities were transferred from SLA to the Fund at the Fund's inception and that further purchases and sale of securities between the Fund and SLA may occur from time to time. The Filer will also disclose how the price of such securities is determined and the valuation procedure for such securities.

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 Exemption Sought is granted, provided that:

1. Securities of each Fund are sold pursuant to available exemptions from the prospectus requirements, only to investors who are "permitted clients" as such term is defined in NI 31-103, other than those described in paragraph (k) of the definition, unless the client of the managed account is otherwise a permitted client.

2. With respect to the mortgages to be purchased or sold by the Mortgage Fund from or to SLA:

(a) The mortgages are purchased and sold at an amount determined in accordance with section III(2.4) of NP 29; and

(b) The mortgages are valued in accordance with section III(2.5) of NP 29.

3. An independent and reputable valuation firm that is an accounting firm registered with CPAB and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators is retained for the Mortgage Fund to (i) provide a valuation opinion as to the value of the mortgages transferred from SLA to the Mortgage Fund that will form part of the Mortgage Fund's initial portfolio; and (ii) review the models and methodologies developed and used by the Filer to determine the value attributed to the mortgages.

4. A public accounting firm that is registered with CPAB is retained to act as auditor of the Mortgage Fund and carry out an audit, in accordance with Canadian generally accepted auditing standards, of the annual financial statements of the Mortgage Fund. The annual financial statements are prepared in accordance with IFRS and present the mortgages at fair value as defined in IFRS 13 Fair Value Measurement, which sets out a framework for measuring fair value.

5. The PFI Securities to be purchased or sold by the PFI Fund from or to SLA are valued in accordance with the valuation methodology developed by the Filer and as reviewed by an independent valuation firm on an annual basis.

6. An independent and reputable valuation firm that is an accounting firm registered with CPAB and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators is retained for the PFI Fund to (i) provide a fairness opinion as to the value of the PFI Securities in the initial portfolio; and (ii) review whether the models and methodologies developed and used by the Filer to determine the value attributed to the PFI Securities are fair and reasonable from the perspective of an independent third party. The Filer relies upon such fairness opinion at the time of the sale of PFI Securities to the initial portfolio of the PFI Fund and continues to use such valuation models and methodologies to determine the price(s) at which PFI Securities are purchased from or sold by the PFI Fund. In addition, an independent and reputable valuation firm that is an accounting firm registered with CPAB and the valuation services of which are provided by professionals who are active members of the Canadian Institute of Chartered Business Valuators is retained to review whether the models and methodologies developed, amended (if applicable) and used by the Filer to determine the value attributed to the PFI Securities continue to be fair and reasonable from the perspective of an independent third party on an annual basis.

7. A public accounting firm that is registered with CPAB is retained to act as auditor of the PFI Fund and carries out an audit, in accordance with Canadian generally accepted auditing standards, of the annual financial statements of the PFI Fund and the annual financial statements are prepared in accordance with IFRS. The financial statements present the PFI Securities and any publicly-traded fixed income securities at their fair values, determined based on all applicable fair valuation principles set out in IFRS 13 Fair Value Measurement. The principles consider the credit spreads and yields used by market participants in the fair market valuation of private debt securities and other market value influencing assumptions, to the extent that such information is publicly available, as well as other information considered to be relevant by the Filer.

8. Not more than approximately 27% of the initial net asset value of the PFI Fund, and not more than approximately 40% of the initial net asset value of the PFI Securities transferred from SLA to the PFI Fund in the initial portfolio, will consist of PFI Securities valued under the Fourth Category.

9. The PFI Fund shall not purchase PFI Securities on an on-going basis from SLA if, after the purchase, more than 20% of the net asset value of the PFI Fund would consist of PFI Securities that were purchased from SLA on an on-going basis and valued under the Fourth Category (but excluding such PFI Securities that were purchased from SLA at the Fund's inception).

10. With respect to the amount of PFI Securities valued under the Fourth Category that the PFI Fund may sell to SLA, the PFI Fund shall be limited to selling only 20% of the net asset value of such PFI Securities in each calendar year, where such 20% limit may be allocated to one or more sales in the year and the net asset value of such PFI Securities shall be by reference to the net asset value at the time of sale.

11. For each sale or purchase of securities between a Fund and SLA:

(a) The Fund will only purchase securities from SLA that are consistent with, or necessary to meet, the Fund's investment objectives;

(b) The IRC of the Fund has approved the transaction in accordance with section 5.2(2) of NI 81-107;

(c) The Filer complies with section 5.1 of NI 81-107;

(d) The Filer and the IRC of the Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transaction;

(e) The Filer receives no remuneration with respect to the purchase or sale. With respect to the delivery of securities, the only expenses incurred by a Fund are nominal administrative charges levied by the custodian and/or recordkeeper of the Fund for recording the trades and/or any charges by a dealer in transferring the securities, if applicable, and, in the case of syndicated PFI Securities in the PFI Fund, the nominal fees charged by an agent bank for the transfer or assignment of such syndicated PFI Securities;

(f) The Fund keeps written records in a financial year of the Fund. The records reflect details of the securities received or delivered by the Fund and the value assigned to such securities and are retained for five years after the end of the financial year, the most recent two years in a reasonably accessible place; and

(g) The Filer discloses to each investor in the Mortgage Fund and the PFI Fund the fact that securities were transferred from SLA to the Fund at the Fund's inception and that further purchases and sale of securities between the Fund and SLA may occur from time to time. The Filer also discloses how the price of such securities is determined and the valuation procedure for such securities.

12. In respect of each In-Specie Transaction:

(a) The Fund values portfolio securities under the transaction using the same values used by the Fund to calculate the net asset value for the purpose of the issue price or redemption price of the units of the Fund; and

(b) None of the securities in the transaction are securities of an issuer that is a related party of the Filer.

"Raymond Chan"
Manager, Investment Funds Branch
Ontario Securities Commission