Securities Law & Instruments

July 12, 2005

Torys LLP

Attention: Karen A. Malatest

Re:
Sequence Income Portfolio
Sequence 2010 Conservative Portfolio
Sequence 2010 Moderate Portfolio
Sequence 2020 Conservative Portfolio
Sequence 2020 Moderate Portfolio
Sequence 2030 Moderate Portfolio
Sequence 2040 Conservative Portfolio
Sequence 2040 Moderate Portfolio
(collectively the "Existing Portfolios")
MRRS Application pursuant to Section 19.1 of National Instrument 81-102 ("NI 81-102")
Application #384/05, Sedar Project #789433

By letter dated May 27, 2005 and supplemented by letter dated June 28, 2005, (together the "Application"), you requested relief from the regulator or securities regulatory authority in each of the provinces and territories of Canada (the Decision Makers) on behalf of CIBC Asset Management Inc, ("CAMI"), as manager of the Existing Portfolios and on behalf of the Existing Portfolios and any future mutual funds with similar investment objectives to the Existing Portfolios and that are managed and subsequently established by CAMI (together with the Existing Portfolios, collectively, the "Portfolios") for an exemption from ss. 5.1(f) and (g) of NI 81-102 to permit the Portfolios, other than the Sequence Income Portfolio (the "Income Portfolio"), to merge into the Income Portfolio without the requirement for prior approval of unitholders (the "Requested Exemption").

CAMI has represented to the Decision Makers that:

1. CAMI is a corporation established under the laws of Ontario with its head office in Toronto, Ontario. CAMI is, or will be, the manager of the Portfolios.

2. Each of the Portfolios is or will be established under the laws of the Province of Ontario.

3. Securities of the Portfolios are or will be qualified for distribution pursuant to a simplified prospectus and annual information form (the "Prospectus").

4. The Portfolios are or will be reporting issuers in the jurisdictions and are not or will not be (to the knowledge of CAMI) in default of any requirements of the Securities Act (Ontario) or applicable securities legislation in each of the other jurisdictions.

5. The Prospectus discloses or will disclose the investment objectives, investment strategies and risks of the Portfolios. The Portfolios intend to invest their assets in underlying mutual funds managed by CAMI or its affiliates.

6. The investment objective of the Income Portfolio is to create a diversified portfolio of investments based on as asset allocation strategy designed for investors who are seeking income consistent with preservation of capital.

7. The investment objectives of each Portfolio, other than the Income Portfolio, are to create a diversified portfolio of investments based on an allocation strategy designed for investors who are targeting an asset accumulation goal that will occur within a few years of a specified target year and to achieve high total return through a combination of income and capital growth.

8. The investment objective of each Portfolio, other than the Income Portfolio, also includes the intention of the Portfolio to combine with the Income Portfolio, once the asset allocation matches that of the Income Portfolio, as follows:

"When the target asset allocation of the Portfolio is similar to the target asset allocation of Sequence Income Portfolio (approximately five years after its Target Date), it is expected that the Portfolio will be combined with Sequence Income Portfolio and the Portfolio's unitholders will become unitholders of Sequence Income Portfolio. This combination will take place with notice to, but without consent of, unitholders of the Portfolio."

9. In the case of the Portfolios other than the Income Portfolio, the allocations to underlying funds will change over time, so that the asset allocation will change from more aggressive to more conservative, investments in equity underlying funds will decrease, and investments in fixed income and money market underlying funds will increase, as the applicable target date approaches.

10. Within five years after the target date of a particular Portfolio (other than the Income Portfolio), it is expected that its asset allocation will match the asset allocation of the Income Portfolio.

11. At that time, it is proposed that the applicable Portfolio will combine with the Income Portfolio and the unitholders of the applicable Portfolio will become unitholders of the Income Portfolio. This combination will result in a larger fund which should have the benefits of economies of scale.

12. The mechanics of this "combination" cannot be identified at this time, as tax and other factors relevant to the choice of combination method may change over time. The manner of combination (whether it be by way of merger, reorganization, transfer of assets or wind-up) will be determined based on tax and other factors at the time of the combination.

13. From the time they are established, it is contemplated that each of the Portfolios will be combined with the Income Portfolio within five years after the applicable target date.

14. The Prospectus of the Portfolios includes disclosure about the Income Portfolio.

This letter confirms that based on the information and representations contained in the Application and for the purposes described in the Application, the Decision Makers hereby grant the Requested Exemption provided that:

(a) the investment objective of each Portfolio, other than the Income Portfolio, includes the disclosure set out in paragraph 8; and

(b) the investment objective of the Income Portfolio does not change.

Yours truly,

"Rhonda Goldberg"
Senior Legal Counsel
(Acting Director)
Investment Funds Branch