U.S. Tactical Allocation Fund - National Instrument 81-101 Mutual Fund Prospectus Disclosure, Part 6

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – exemption from s. 2.1(2) of NI 81-101 to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus – National Instrument 81-101 Mutual Fund Prospectus Disclosure.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1.

April 8, 2016

Osler, Hoskin & Harcourt LLP

Attention: Vanessa Hansford

Dear Sirs/Mesdames:

Re:         U.S. Tactical Allocation Fund (the Fund)

                Preliminary Simplified Prospectus, Annual Information Form and Fund Facts dated January 8, 2016

                Exemptive Relief Application under Part 6 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101)

By letter dated April 5, 2016 (the Application), Strathbridge Asset Management Inc., the manager of the Fund applied to the Director of the Ontario Securities Commission (the Director) under section 6.1 of NI 81-101 for relief from the operation of subsection 2.1(2) of NI 81-101, which prohibits an issuer from filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund’s prospectus, subject to the condition that the prospectus be filed no later than April 20, 2016.

Yours very truly,

“Raymond Chan”
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission