Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption granted to a trust from continuous disclosure requirements under National Instrument 51-102 Continuous Disclosure Obligations and certification obligations under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, subject to certain conditions. Trust established for purpose of effecting offerings of trust securities in order to provide insurance company with a cost-effective means of raising capital for Canadian insurance regulatory purposes. Trust became reporting issuer upon filing a prospectus offering trust securities. Without relief, trust would have to comply with continuous disclosure requirements and certification requirements. Given the nature, terms and conditions of the trust securities and various covenants of insurance company and its holding company in connection with the prospectus offering, the meaningful information to public holders of trust securities is information with respect to the insurance company and its holding company, rather than the trust.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

February 8, 2010

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 CAPITAL TRUST II (the "Trust"),

SUN LIFE ASSURANCE COMPANY OF CANADA

("SLA") AND SUN LIFE FINANCIAL INC.

("SLF" and, together with the Trust and SLA,

the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision (the "Exemption Sought") under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the requirements contained in the Legislation to:

(a)

(i) file interim financial statements and audited annual financial statementsand deliver same to the security holders of the Trust pursuant to sections 4.1, 4.3 and 4.6 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102");

(ii) file interim and annual management's discussion and analysis ("MD&A") and deliver same to the security holders of the Trust pursuant to sections 5.1 and 5.6 of NI 51-102;

(iii) file an annual information form pursuant to section 6.1 of NI 51-102; and

(iv) comply with any other requirements of NI 51-102

(collectively defined as the "Continuous Disclosure Obligations"); and

(b) file interim and annual certificates (collectively the "Officers' Certificates") pursuant to Parts 4, 5 and 6 of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") (the "Certification Obligations"),

shall not apply to the Trust, subject to certain conditions.

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 Filers have 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 provinces and territories other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. In this decision, "Prospectus" means the final short form prospectus of the Trust and SLA dated November 17, 2009 in respect of the Offering (as defined below).

Representations

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

SLF

1. SLF was incorporated under the Insurance Companies Act (Canada) (the "ICA") on August 5, 1999. On the completion of the demutualization of SLA on March 22, 2000, SLF became the holding company which holds directly all of the outstanding shares of SLA. SLF's head office is located at 150 King Street West, Toronto, Ontario, M5H 1J9.

2. The authorized share capital of SLF consists of: (i) an unlimited number of common shares; (ii) an unlimited number of Class A Shares, issuable in series; and (iii) an unlimited number of Class B Shares, issuable in series.

3. SLF is a publicly traded company on the Toronto Stock Exchange, the New York Stock Exchange and the Philippines Stock Exchange.

4. SLF is a reporting issuer in each province and territory of Canada (each, a "Reporting Jurisdiction" and collectively, the "Reporting Jurisdictions") and is not, to its knowledge, in default of its reporting issuer obligations under the securities legislation of any of the Reporting Jurisdictions.

SLA

5. SLA is an insurance company under the ICA and is regulated by the Superintendent of Financial Institutions (Canada) (the "Superintendent"). The head office of SLA is located at 150 King Street West, Toronto, Ontario, M5H 1J9.

6. The authorized share capital of SLA consists of: (i) an unlimited number of common shares; (ii) an unlimited number of Class A shares, issuable in series; (iii) an unlimited number of Class B shares, issuable in series; (iv) an unlimited number of Class C shares, issuable in series; (v) an unlimited number of Class D shares, issuable in series and (vi) an unlimited number of Class E shares, issuable in series. SLF holds all of the issued and outstanding shares of SLA.

7. SLA is a reporting issuer in the Reporting Jurisdictions and is not, to its knowledge, in default of its reporting issuer obligations under the securities legislation of any of the Reporting Jurisdictions.

8. SLF has guaranteed certain obligations of SLA in order to rationalize the securities reporting obligations of SLF and SLA (the "SLF Guarantees"). The SLF Guarantees included: (i) a subordinated guarantee of SLA's Class A shares, Class B shares, Class C shares, Class D shares and Class E shares, other than preferred shares held by SLF and its affiliates (the "SLF Preferred Share Guarantee"); (ii) a full and unconditional subordinated guarantee of SLA's $150 million of outstanding 6.30% subordinated debentures due 2028; (iii) a full and unconditional subordinated guarantee of SLA's $300 million of outstanding 6.65% subordinated debentures due 2015; and (iv) a full and unconditional subordinated guarantee of SLA's $800 million of outstanding 6.15% subordinated debentures due 2022.

9. As a result of the SLF Guarantees, SLA received an exemption dated November 14, 2007 (the "2007 SLA Order") from the requirements to file certain continuous disclosure materials with the Canadian securities regulatory authorities. Under the 2007 SLA Order, SLA is not required to file interim financial statements, annual or interim MD&A, an annual information form, press releases and material change reports in the case of material changes that are also material changes in the affairs of SLF, material contracts, and Officers' Certificates. However, SLA is required to file annual audited financial statements, and certain summary information regarding SLA is filed by SLF on a quarterly basis. SLA has filed a notice on SEDAR indicating that it is relying on the continuous disclosure filings of SLF and setting out where those documents can be found for viewing in electronic format. In addition, SLF is required to send to holders of the debentures and preferred shares of SLA the disclosure materials that SLF is required to send to holders of its similar debt and preferred shares, respectively.

The Trust

10. The Trust is a trust established under the laws of Ontario by Computershare Trust Company of Canada, as trustee (the "Trustee"), pursuant to a declaration of trust dated as of November 6, 2009, as amended and restated on November 20, 2009, and as it may be further amended, restated and supplemented from time to time (the "Declaration of Trust").

11. The Trust's head office is located at 150 King Street West, Toronto, Ontario, M5H 1J9. The Trust has a financial year end of December 31.

12. The Trust completed an initial public offering (the "Offering") of 5.863% Sun Life ExchangEable Capital Securities - Series 2009-1 due December 31, 2108 (the "SLEECS") in the Reporting Jurisdictions on November 20, 2009 and may, from time to time, issue further series of notes substantially similar to the SLEECS (collectively with the SLEECS, the "Notes"). As a result of the Offering, the capital of the Trust consists of: (i) the SLEECS; and (ii) voting trust units ("Voting Trust Units"). All of the outstanding Voting Trust Units are held by SLA.

13. As a result of having obtained a receipt for the Prospectus for the Offering, the Trust is a reporting issuer in the Reporting Jurisdictions. The Trust is not, to its knowledge, in default of its reporting issuer obligations under the securities legislation of any of the Reporting Jurisdictions.

14. The Trust is a single purpose vehicle established for the purpose of effecting offerings of securities, including the SLEECS and Voting Trust Units (collectively, the "Trust Securities") in order to provide SLA with a cost effective means of raising capital for Canadian insurance regulatory purposes by means of: (i) creating and selling the Trust Securities; and (ii) acquiring and holding assets, which will consist primarily of a senior unsecured debenture of SLA (the "SLA Debenture") and other eligible assets specified in the Prospectus (collectively, the "Trust Assets"). The Trust Assets will generate income for the payment of principal, interest, the redemption price, if any, and any other amounts, in respect of the Trust's debt securities, including the SLEECS. The Trust will not carry on any operating activity other than in connection with offerings of Trust Securities and in connection with the Trust Assets.

15. No Trust Securities are currently listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

SLEECS

16. The SLEECS have been structured with the intention of achieving Tier 1 regulatory capital for purposes of the Capital Guidelines issued by the Superintendent.

17. From the date of issue until December 31, 2108, the Trust will pay interest on the SLEECS in equal (subject to the reset of the interest rate and except for the first interest payment) semi-annual instalments on June 30 and December 31 of each year (except for December 31, 2009) (each an "Interest Payment Date"). Starting on December 31, 2019, and on every fifth anniversary of such date thereafter until December 31, 2104 (each such date, an "Interest Reset Date"), the interest rate on the SLEECS will be reset at an interest rate per annum equal to the Government of Canada Yield plus 3.40%.

18. Pursuant to an assignment, set-off and trust agreement entered into among the Trust, SLA, SLF and CIBC Mellon Trust Company as indenture trustee, dated November 20, 2009 (the "Assignment, Set-Off and Trust Agreement"), SLA and SLF have agreed, for the benefit of the holders of the SLEECS, that if (i) SLA elects, at its sole option, prior to the commencement of the interest period ending on the day preceding the relevant Interest Payment Date, that holders of SLEECS invest interest payable on the SLEECS on the relevant Interest Payment Date in a new series of Class A Shares of SLA (the "SLA Deferral Preferred Shares"), or (ii) for whatever reason, interest is not paid in full in cash on the SLEECS on any Interest Payment Date (in the case of either (i) or (ii), an "Other Deferral Event"), (a) SLA will not declare cash dividends on any SLA Public Preferred Shares (as defined below), or (b) if no SLA Public Preferred Shares are outstanding, SLF will not declare or pay cash dividends on any of its preferred shares or common shares (collectively, the "Dividend Restricted Shares"), and (c) in cases where clause (a) applies, neither SLF nor any subsidiary of SLF may make any payment to holders of SLA Public Preferred Shares in respect of dividends not declared by SLA, and neither SLF nor any subsidiary of SLF may purchase any SLA Public Preferred Shares, or, in cases where clause (b) applies, neither SLF nor any subsidiary of SLF may make any payment to holders of Dividend Restricted Shares in respect of dividends not declared by SLF, and neither SLF nor any subsidiary of SLF may purchase any Dividend Restricted Shares, provided that any subsidiary of SLF whose primary business is dealing in securities may purchase SLA Public Preferred Shares or Dividend Restricted Shares in certain limited circumstances as permitted in the ICA or the regulations thereunder, in any case until the sixth month following the relevant Interest Payment Date (the "Dividend Stopper Undertaking"). Accordingly, it is in the interest of SLA and SLF to ensure, to the extent within their control, that the Trust pays the interest in cash on the SLEECS on each Interest Payment Date so as to avoid triggering the Dividend Stopper Undertaking. "SLA Public Preferred Shares" means, at any time, preferred shares of SLA which, at that time: (i) have been issued to the public (excluding any preferred shares of SLA held beneficially by affiliates of SLA); (ii) are listed on a recognized stock exchange; and (iii) have an aggregate liquidation entitlement of at least $200 million.

19. On each Interest Payment Date on which a Deferral Event (as defined below) has occurred, holders of SLEECS will be required to invest interest paid on the SLEECS in SLA Deferral Preferred Shares. A "Deferral Event" means: (i) an Other Deferral Event, or (ii) SLA has failed to declare cash dividends on its Class B shares Series A or, if any SLA Public Preferred Shares are outstanding, SLA has failed to declare cash dividends on any of its SLA Public Preferred Shares in accordance with their respective terms, in either case, in the last 90 days preceding the commencement of the interest period ending on the day preceding the relevant Interest Payment Date.

20. The SLA Deferral Preferred Shares will pay quarterly non-cumulative preferential cash dividends, as and when declared by the board of directors of SLA (the "Board of Directors"), subject to the provisions of the ICA, at the Perpetual Preferred Share Rate, subject to any withholding tax.

21. Prior to the issuance of any SLA Deferral Preferred Shares in respect of a Deferral Event, SLA will not, without the prior approval of the Superintendent and the prior approval of the holders of the SLEECS, amend any terms attaching to such SLA Deferral Preferred Shares, provided that the prior approval of the holders of the SLEECS will not be required in the case of amendments relating to the Class A shares of SLA as a class.

22. The SLEECS, including accrued and unpaid interest thereon, will be exchanged automatically, without the consent of the holders thereof, for newly issued Class A shares Series V of SLA ("SLA Exchange Preferred Shares") if: (i) an application for a winding-up order in respect of SLA pursuant to the Winding-Up and Restructuring Act (Canada) is filed by the Attorney General of Canada or a winding-up order in respect of SLA pursuant to that Act is granted by a court; (ii) the Superintendent advises SLA in writing that the Superintendent has taken control of SLA or its assets pursuant to the ICA; (iii) the Superintendent advises SLA in writing that the Superintendent is of the opinion that SLA has a net Tier 1 capital ratio of less than 75% or an MCCSR ratio of less than 120%; (iv) the Board of Directors of SLA advises the Superintendent in writing that SLA has a net Tier 1 capital ratio of less than 75% or an MCCSR ratio of less than 120%; or (v) the Superintendent directs SLA pursuant to the ICA to increase its capital or provide additional liquidity and SLA elects to cause the Automatic Exchange as a consequence of the issuance of such direction or SLA does not comply with such direction to the satisfaction of the Superintendent within the time specified therein (the "Automatic Exchange").

23. Pursuant to a share exchange agreement among SLA, SLF, the Trust and CIBC Mellon Trust Company as exchange trustee (the "Exchange Trustee") dated November 20, 2009 (the "Share Exchange Agreement"), SLA has granted to the Exchange Trustee, for the benefit of the holders of the SLEECS, the right to exchange SLEECS for SLA Exchange Preferred Shares upon an Automatic Exchange and the Exchange Trustee on behalf of the holders of SLEECS has granted to SLA the right to exchange SLEECS for SLA Exchange Preferred Shares upon an Automatic Exchange. Pursuant to the Share Exchange Agreement, SLA has covenanted to take or refrain from taking certain actions so as to ensure that holders of SLEECS will receive the benefit of the Automatic Exchange, including obtaining the requisite approval of holders of the SLEECS to any amendment to the provisions of the SLA Exchange Preferred Shares (other than any amendments relating to the Class A shares of SLA as a class).

24. The SLA Exchange Preferred Shares will pay quarterly non-cumulative preferential cash dividends, as and when declared by the Board of Directors of SLA, subject to the provisions of the ICA, at the Perpetual Preferred Share Rate, subject to any applicable withholding tax.

25. If the SLEECS have not been exchanged for SLA Exchange Preferred Shares pursuant to the Automatic Exchange, SLA will not, without the prior approval of the Superintendent (if required) and the prior approval of the holders of the SLEECS, amend any terms attaching to the SLA Exchange Preferred Shares, provided that the prior approval of the holders of SLEECS will not be required in the case of amendments relating to the Class A shares of SLA as a class.

26. The SLF Preferred Share Guarantee will apply to preferred shares of SLA outstanding from time to time, including the Class A shares of SLA issuable upon a Deferral Event or an Automatic Exchange. In circumstances where SLF is not the subject of a winding-up order, the SLF Preferred Share Guarantee will entitle the holder to receive payment from SLF within 15 days of any failure by SLA to pay a declared dividend or to pay the redemption price for such shares and, in the case of any amount remaining unpaid with respect to the preference of the preferred shares of SLA upon a winding-up of SLA, within 15 days of the later of the date of the final distribution of property of SLA to its creditors and the date of the final distribution of surplus of SLA, if any, to its shareholders. In circumstances where SLF is the subject of a winding-up order, the SLF Preferred Share Guarantee will entitle the holder to receive payment from SLF within 15 days of the determination of the final distribution of surplus of SLF, if any, to SLF's shareholders. Claims under the SLF Preferred Share Guarantee will be subordinate to all outstanding indebtedness and liabilities of SLF unless otherwise provided by the terms of the instrument creating or evidencing any such liability. In the event that a failure to pay declared dividends, the redemption price or the liquidation preference of SLA preferred shares occurs at a time when SLF is subject to a winding-up order, the SLF Preferred Share Guarantee has been structured so that the amount payable by SLF under the SLF Preferred Share Guarantee will be subject to reduction such that the claims of holders of the respective class of preferred shares of SLA under the SLF Preferred Share Guarantee will, in effect, rank equally with the claims of holders of the respective class of preferred shares of SLF to any surplus assets of SLF remaining for distribution.

27. The SLEECS have been structured to achieve Tier 1 regulatory capital for purposes of the guidelines of the Superintendent.

28. On or after December 31, 2014, the Trust may, at its option, with the prior approval of the Superintendent, on giving not more than 60 nor less than 30 days' notice to the holders of the SLEECS, redeem the SLEECS, in whole or in part. The redemption price per $1,000 principal amount of SLEECS redeemed on any day that is not an Interest Reset Date in respect of the SLEECS will be equal to the greater of par and the Canada Yield Price, and the redemption price per $1,000 principal amount of SLEECS redeemed on any Interest Reset Date in respect of the SLEECS will be par, together in each case with accrued and unpaid interest to but excluding the date fixed for redemption, subject to any applicable withholding tax.

29. The Trust may, at its option, with the prior approval of the Superintendent, on giving not more than 60 nor less than 30 days' notice to the holders of SLEECS, redeem all (but not less than all) of the SLEECS upon the occurrence of certain regulatory or tax events affecting SLA or the Trust. The redemption price per $1,000 principal amount of the SLEECS will be equal to par, together with accrued and unpaid interest to but excluding the date fixed for redemption, subject to any applicable withholding tax.

30. The SLEECS are direct unsecured obligations of the Trust, ranking at least equally with other subordinated indebtedness of the Trust from time to time issued and outstanding. In the event of the insolvency or winding-up of the Trust, the indebtedness evidenced by SLEECS issued by the Trust will be subordinate in right of payment to the prior payment in full of all other liabilities of the Trust except liabilities which by their terms rank in right of payment equally with or subordinate to indebtedness evidenced by the SLEECS.

31. Neither SLA nor SLF will assign or otherwise transfer any of its obligations under the Share Exchange Agreement or the Assignment, Set-Off and Trust Agreement, except in the case of a merger, consolidation, amalgamation or reorganization or a sale of substantially all of the assets of SLA or SLF.

32. SLA has covenanted that all of the outstanding Voting Trust Units will be held at all times by SLA.

33. As long as any SLEECS are outstanding and held by any person other than SLA or any of its affiliates, the Trust may only be terminated with the approval of the holder of the Voting Trust Units and, if required, with the prior approval of the Superintendent and SLA and SLF will not take any action to cause the termination of the Trust except (i) prior to December 31, 2014 upon the occurrence of certain regulatory or tax events affecting SLA or the Trust or (ii) on or after December 31, 2014 for any reason. The holders of SLEECS will not be entitled to initiate proceedings for the termination of the Trust. So long as any SLEECS are outstanding and held by any person other than SLA or any of its affiliates, neither SLA nor SLF will approve the termination of the Trust unless the Trust has sufficient funds to pay the redemption price of the SLEECS.

34. The SLEECS are non-voting except in certain limited circumstances set out in the Declaration of Trust. The Voting Trust Units entitle the holder thereof (i.e. SLA) to vote in respect of certain matters regarding the Trust.

35. Pursuant to an administration agreement dated November 6, 2009, as amended and restated on November 20, 2009 and as it may be further amended and restated from time to time, entered into between the Trustee and SLA, the Trustee has delegated to SLA certain of its obligations in relation to the administration of the Trust. SLA, as administrative agent, will, at the request of the Trustee, administer the day-to-day operations of the Trust and perform such other matters as may be requested by the Trustee from time to time.

36. The Trust may, from time to time, issue additional series of Notes, the proceeds of which would be used to acquire additional Trust Assets.

37. Because of the terms of the Trust Securities, the Share Exchange Agreement, the Assignment, Set-Off and Trust Agreement and the various covenants of SLA and SLF, and given that the SLF Preferred Share Guarantee will apply to the Class A shares of SLA issuable upon the occurrence of an Automatic Exchange or Deferral Event, information about the affairs and financial performance of SLA and SLF, as opposed to that of the Trust, is meaningful to holders of SLEECS. SLF and SLA's filings will provide holders of SLEECS and the general investing public with all information required in order to make an informed decision relating to an investment in SLEECS and any other Notes that the Trust may issue from time to time. Information regarding SLF and SLA is relevant both to an investor's expectation of being paid the principal, interest and redemption price, if any, and any other amount on the SLEECS when due and payable.

38. SLF has delivered to the Ontario Securities Commission an undertaking (the "Responsible Issuer Undertaking") addressed to all the securities regulatory authorities in Canada confirming that: (i) for so long as SLA and the Trust both qualify for the Exemption Sought, SLF will be considered a "responsible issuer" for purposes of determining SLF's liability under Part XXIII.1 of the Securities Act (Ontario) and equivalent applicable securities legislation in all other provinces and territories of Canada (the "Applicable Legislation") as if the Notes were an "issuer's security" of SLF for purposes of such Part and the Applicable Legislation; and (ii) for greater certainty, pursuant to the definition of "issuer's security" in section 138.1 of the Securities Act (Ontario) and the Applicable Legislation, SLA Deferral Preferred Shares and SLA Exchange Preferred Shares guaranteed by SLF constitute issuer's securities of SLF for purposes of determining SLF's liability under Part XXIII.1 of the Securities Act (Ontario) and the Applicable Legislation. SLF has filed the Responsible Issuer Undertaking on its SEDAR profile.

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:

(a) in respect of the Continuous Disclosure Obligations:

(i) each of SLF and SLA remains a reporting issuer under the Legislation and has filed all continuous disclosure documents that it is required to file by the Legislation subject to any applicable exemptions;

(ii) the Trust files a notice on SEDAR indicating that it is relying on the continuous disclosure filings of SLF and SLA referred to in paragraph (a)(i) of this Decision and setting out where those documents can be found for viewing in electronic format;

(iii) at any time SLA is exempt from filing such documents, the Trust sends, or causes SLF or SLA to send, SLF's interim and annual financial statements and interim and annual MD&A required by NI 51-102 to holders of the Trust's debt securities, at the same time and in the same manner as if the holders of the Trust's debt securities were holders of preferred shares of SLF;

(iv) at any time SLA is not exempt from filing such documents, the Trust sends, or causes SLA to send, SLA's interim and annual financial statements and interim and annual MD&A required by NI 51-102 to holders of the Trust's debt securities, at the same time and in the same manner as if the holders of the Trust's debt securities were holders of preferred shares of SLA;

(v) all outstanding securities of the Trust are either Notes or Voting Trust Units;

(vi) the rights and obligations of the holders of additional series of Notes of the Trust are the same in all material respects as the rights and obligations of the holders of the SLEECS, with the exception of economic terms such as the interest payable by the Trust, maturity date and redemption dates and prices;

(vii) SLA remains the direct owner of all of the issued and outstanding voting securities of the Trust, including the Voting Trust Units;

(viii) SLF remains the beneficial owner of all of the issued and outstanding voting securities of SLA;

(ix) the Trust does not carry on any operating activity other than in connection with offerings of its securities and the Trust has minimal assets, operations, revenues or cash flows other than those related to the SLA Debenture or the issuance, administration and repayment of the Trust Securities;

(x) SLA, as holder of the Voting Trust Units, will not propose changes to the terms and conditions of any outstanding Notes that would result in Notes being exchangeable for securities other than SLA Exchange Preferred Shares;

(xi) the Trust issues a news release and files a material change report in accordance with Part 7 of NI 51-102, as amended, supplemented or replaced from time to time, in respect of any material change in the affairs of the Trust that is not also a material change in the affairs of SLF or SLA;

(xii) in any circumstances where the SLEECS (or any additional series of Notes) are voting, the Trust will comply with Part 9 of NI 51-102; and

(xiii) the Trust complies with Parts 4A, 4B, 11 and 12 of NI 51-102.

(b) in respect of the Certification Obligations:

(i) the Trust is not required to, and does not, file its own interim filings and annual filings (as those terms are defined in NI 52-109); and

(ii) the Trust is and continues to be exempted from the Continuous Disclosure Obligations and SLF, SLA and the Trust are in compliance with the conditions set out in paragraph (a) above.

(c) this decision shall expire 30 days after the date that a material adverse change occurs in the representations of SLF, SLA or the Trust in this decision.

"Michael Brown"
Assistant Manager, Corporate Finance
Ontario Securities Commission