Frontenac Mortgage Investment Corporation and W.A. Robinson & Associates Ltd.

Headnote

Exemptive Relief Application -- Extension of lapse date to allow sufficient time for staff and the applicant to resolve an application.

Applicable Legislative Provisions

Securities Act (Ontario), s. 62(5).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

W.A. ROBINSON & ASSOCIATES LTD.

(the "Manager")

AND

IN THE MATTER OF

FRONTENAC MORTGAGE INVESTMENT

CORPORATION

(the "Fund")

ORDER

UPON an application (the "Application") from the Manager on behalf of the Fund for an order pursuant to subsection 62(5) of the Act that the time limit pertaining to the distribution of common shares of a non-redeemable investment fund under the current long-form prospectus of the Fund (the "Prospectus") be extended to allow additional time for the Ontario Securities Commission (the "Commission") to issue a final receipt in respect of the Prospectus;

AND UPON considering the Application and the recommendations of the staff of the Commission;

AND UPON the Manager having represented as follows:

(1) The Manager is a corporation governed under the laws of Ontario. The Manager is the manager of, and portfolio adviser, to the Fund.

(2) The Fund is a non-redeemable investment fund which carries on business as a mortgage investment corporation, as defined in the Income Tax Act (Canada), established by the Manager under the Canada Business Corporations Act.

(3) The Fund is a reporting issuer under the Act and is not in default of any requirements of the Act or the Regulations made thereunder.

(4) Pursuant to section 62(1) of the Act, the lapse date for distribution of the common shares of the Fund is June 15, 2008 (the "Lapse Date"). Pursuant to sections 62(2) and (3) of the Act, distribution of the Fund's common shares may continue to July 7, 2008 (the "Extended Lapse Date") if the deadlines set forth in section 62(2) are met.

(5) Under SEDAR Project No. 1268478, a pro forma prospectus for the common shares of the Fund was filed in Ontario on May 16, 2008 and a final prospectus was filed on June 25, 2008, in conformance with the deadlines set out in sections 62(2)(a) and (b), respectively, of the Act.

(6) The Manager has received extensive comments from Commission staff and, despite diligent efforts to meet the timelines based on the Lapse Date, a final receipt for the renewal Prospectus will likely not be issued on or before the Extended Lapse Date.

(7) Furthermore, on March 17, 2008, the Commission adopted National Instrument 41-101 (the "Instrument"). Part 14 of the Instrument introduces a requirement for investment funds to appoint a custodian for their portfolio assets. As a mortgage investment corporation and a non-redeemable investment fund, the Fund was not previously subject to such requirement. The Fund has filed a request for exemptive relief from Part 14 of the Instrument pursuant to section 19 of the Instrument. In parallel, the Fund has initiated discussions with a potential custodian to determine the feasibility, from both pricing and operational perspectives, of the appointment of a custodian.

(8) The Manager requires more time to address Commission staff's extensive comments on the Renewal Prospectus. The Manager also requires more time in order to identify a suitable custodian which will meet the requirements of the Instrument and be able to competently handle the transacting of mortgages, which is the Fund's principal portfolio asset.

(9) Since the date of the Prospectus, no material change has occurred and no amendments to the Prospectus have been made. Accordingly, the Prospectus represents up to date information regarding the Fund offered therein. The extension requested will not materially affect the currency or accuracy of the information contained in the Prospectus and accordingly will not be prejudicial to the public interest.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 62(5) of the Act that the time limit provided by section 62(2)(c) of the Act as it applies to the distribution of the common shares of the Fund pursuant to the Prospectus is hereby extended to August 8, 2008 in order to allow additional time for the Commission to issue a final receipt in respect of the Prospectus;

Dated at Toronto, Ontario, July 4, 2008.