Sentry Select Corporate Class Ltd. and Sentry Select Money Market Class - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications --

NI 81-101 Mutual Fund Prospectus Disclosure, s. 6.1 -- exemption from the requirement in items 5(a), 7(5), 8(1) and 8(2) of Part B of Form 81-101F1 to describe the Fund in the simplified prospectus as a money market fund and provide disclosure in a manner applicable to money market funds -- Although the Fund does not meet the definition of a "money market fund", it invests substantially all of its assets in an underlying money market fund -- The investment objectives and attributes of the Fund make it similar to that of a "money market fund" and this should be reflected in the disclosure provided in the simplified prospectus.

NI 81-102 Mutual Funds, s. 19.1 - exemption from the requirements in subsections 15.3(6), 15.4(3), 15.4(6), 15.8(2) and paragraph 15.10(6)(a) to permit the Fund to present disclosure in sales communications in a manner applicable to money market funds - Although the Fund does not meet the definition of a "money market fund", it invests substantially all of its assets in an underlying money market fund -- The investment objectives and attributes of the Fund make it similar to that of a "money market fund" and this should be reflected in the performance data disclosure and calculations provided in the sales communications.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 6.1, items 5(a), 7(5), 8(1) and 8(2) of Part B of Form 81-101F1.

National Instrument 81-102 Mutual Funds, ss. 15.3(6), 15.4(3), 15.4(6), 15.8(2), 15.10(6)(a), 19.1.

March 21, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, ONTARIO,

QUEBEC, NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEWFOUNDLAND AND

LABRADOR, THE YUKON TERRITORY, THE NORTHWEST

TERRITORIES AND NUNAVUT

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

("MRRS")

AND

IN THE MATTER OF

SENTRY SELECT CORPORATE CLASS LTD.

(the "Corporation")

AND

IN THE MATTER OF

SENTRY SELECT MONEY MARKET CLASS

(the "Fund")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Corporation for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from the following requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 81-102 Mutual Funds ("NI 81-102") in order to permit the Fund to present disclosure in its simplified prospectus and in sales communications in a manner applicable to money market funds:

1. Item 5(a) of Form 81-101F1, Part B to enable the Fund to be described in the Fund Details table as a money market fund;

2. Item 7(5) of Form 81-101F1, Part B to enable the Fund to provide only that disclosure applicable to money market funds;

3. Item 8(1) of Form 81-101F1, Part B to enable the Fund to provide only that disclosure applicable to money market funds;

4. Item 8(2) of Form 81-101F1, Part B to exempt the Fund from listing the top ten holdings of an underlying money market fund where substantially all of the assets of the Fund are invested in that underlying money market fund;

5. subsection 15.3(6) of NI 81-102 to enable the Fund to be referred to as a money market fund in sales communications;

6. subsections 15.4(3) and 15.4(6) of NI 81-102 to permit the Fund not to comply with the sales communication warnings applicable to a mutual fund other than a money market fund, provided that:

(a) if the sales communication of the Fund does not contain performance data, it shall contain the warning set out in subsection 15.4(4) of NI 81-102 applicable to a money market fund, or

(b) if the sales communication of the Fund contains performance data, it shall contain the warning set out in subsection 15.4(7) of NI 81-102 applicable to a money market fund;

7. subsection 15.8(2) of NI 81-102 to permit a sales communication of the Fund to provide standard performance data that is not calculated in accordance with the requirements applicable to a mutual fund other than a money market fund, provided that the sales communication:

(a) complies with the requirements applicable to a money market fund in subsection 15.8(1) of NI 81-102, and

(b) if applicable, contains the disclosure required by paragraph 15.9(1)(b) of NI 81-102; and

8. paragraph 15.10(6)(a) of NI 81-102 to permit the Fund not to comply with the calculation of performance data applicable to a mutual fund other than a money market fund, provided that the Fund comply with the calculation of performance data applicable to a money market fund in paragraph 15.10(6)(b) of NI 81-102

(collectively, the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

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

Representations

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

1. Sentry Select Capital Corp. (the "Manager") is a corporation incorporated under the laws of Ontario. Its head office is in Toronto.

2. The Corporation is a mutual fund corporation incorporated under the laws of Ontario. Its head office is in Toronto.

3. A preliminary and pro forma simplified prospectus and annual information form have been filed with the Decision Makers to qualify Series A shares of the Fund for distribution across Canada.

4. The Manager will act as manager of the Fund.

5. The investment objective of the Fund will be to maximize short-term income and preserve capital by investing substantially all of its assets in units of Sentry Select Money Market Fund (the "Underlying Fund").

6. The Underlying Fund is managed by the Manager. Units of the Underlying Fund are currently qualified for distribution across Canada pursuant to a simplified prospectus and annual information form dated July 27, 2005.

7. The Underlying Fund is a "money market fund" as defined in Section 1.1 of NI 81-102.

8. Because substantially all of the assets of the Fund will be invested in units of the Underlying Fund, the Fund will not be a "money market fund" as defined in Section 1.1 of NI 81-102.

9. The Fund will seek to maintain a constant net asset value per unit.

10. The Fund will be, and the Underlying Fund is, a reporting issuer in all of the provinces and territories of Canada and not in default of any requirements of the securities legislation of those jurisdictions.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.