Sun Life Assurance Company of Canada and Sun Life Financial Services of Canada Inc. (formerly Sun Life of Canada Holdings Corp.)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications.

- relief from registration requirements in connection with share selling service tobe used by family members and insureds of eligible policyholders in connectionwith the demutualization of life insurance company.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 25, 74(1).

WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, New Brunswick, Nova Scotia, Newfoundland, Prince Edward Island, the YukonTerritory, the Northwest Territories and Nunavut (the "Jurisdictions") has received anapplication (the "Application") from Sun Life Assurance Company of Canada ("SunLife"), and Sun Life Financial Services of Canada Inc. ("Sun Life Financial") (Sun Lifeand Sun Life Financial referred to collectively herein as the "Filer"), for a decisionpursuant to the securities legislation of the Jurisdictions (the "Legislation") that therequirements contained in the Legislation to be registered to trade in a security (the"Registration Requirements") shall not apply to Related Transferees (as defined below)who are Family Members of Eligible Policyholders (as defined below) in respect of anytrades in common shares of Financial Services ("Common Shares") through CIBCMellon Trust Company ("CIBC Mellon") and a registered dealer ("the Assisting Dealer"),pursuant to the Share Selling Service (as defined below);

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Ontario Securities Commission (the "OSC") is theprincipal regulator for this application;

AND WHEREAS by letter dated April 26, 1999, the Filer made an application(the "Original Application") pursuant to the System for certain relief, including, amongother things, with respect to a share selling service (the "Share Selling Service");

AND WHEREAS pursuant to the System, a decision document (the "OriginalDecision Document") dated October 7, 1999 was issued by the OSC on behalf of eachof the Decision Makers, granting to Sun Life, Sun Life Financial, CIBC Mellon, asadministrator of the Share Selling Service, and eligible policyholders of Sun Life("Eligible Policyholders") relief from, among other things, the RegistrationRequirements with respect to the Share Selling Service;

AND WHEREAS the Original Decision Document provides that the first trade inCommon Shares acquired on an exempt basis under that decision document shall notbe a distribution if certain conditions have been met;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. Sun Life has received a number of inquiries from Eligible Policyholdersregarding the availability of the Share Selling Service to Related Transferees ifthe Common Shares held by an Eligible Policyholder were transferred to aRelated Transferee. Sun Life believes that many Eligible Policyholders wish toregister their Common Shares in the name of a Related Transferee, and thatmost of these transfers will be gifts rather than sales of the Common Shares.

2. Sun Life believes that a significant number of Related Transferees will not haveany prior experience in share ownership or brokerage relationships, and giventhe relatively small number of Common Shares which any one RelatedTransferee would receive from any Eligible Policyholder, brokers may not beinterested in opening individual accounts for such Related Transferees.Therefore, Sun Life Financial would like to make the Share Selling Serviceavailable to Related Transferees.

3. The Share Selling Service will operate in exactly the same manner described inthe Original Application, with the exception that it also would be available toRelated Transferees who hold Common Shares through CIBC Mellon as theirnominee.

AND WHEREAS pursuant to the System this Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the testcontained in the Legislation that provides the Decision Maker with the jurisdiction tomake the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is thatthe Registration Requirements shall not apply to the Related Transferees in respect of(i) the execution of an unsolicited order to sell Common Shares through the AssistingDealer by CIBC Mellon or (ii) placing the unsolicited order with CIBC Mellon inconnection with the Share Selling Service.

For the purposes of this MRRS Decision Document, "Related Transferee" means aperson:

(a) to whom an Eligible Policyholder transfers any or all of his or herCommon Shares; and

(b) who is either:

(i) a person whose life is insured under the Eligible Policy (asdefined in the Original Decision Document) owned by theEligible Policyholder; or

(ii) a Family Member of the Eligible Policyholder.

For the purposes of this MRRS Decision Document, "Family Member of the EligiblePolicyholder" means a spouse (including common-law spouse), parent, grandparent,child, grand-child, great grand-child, brother or sister of the Eligible Policyholder andparents and grandparents of the spouse of the Eligible Policyholder, including such"step" and adopted family members of the Eligible Policyholder.

For the purposes of this MRRS Decision Document, a trade shall not be considered"solicited" by reason of the Filer distributing to Related Transferees disclosuredocuments, notices, brochures or similar documents advising of the availability of CIBCMellon to facilitate sales of Common Shares or by reason of the Filer and/or CIBCMellon advising Related Transferees of the availability, and informing RelatedTransferees of the details of the operation, of the Share Selling Service in response toenquiries from Related Transferees by telephone or otherwise.

April 11^th, 2000.

"J. A. Geller"      "Howard I. Wetston"