Sun Life Financial Inc. et al. - MRRS Decision

May 14, 2004

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption from the requirements to file annual certificates and interim certificates under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings granted to a capital trust sponsored by an insurance company, subject to specified conditions, where the trust had previously been exempted from the requirements to file financial statements, MD&A and AIFs.

Applicable Instruments

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

National Instrument 51-102 Continuous Disclosure Obligations.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

THE NORTHWEST TERRITORIES AND NUNAVUT

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SUN LIFE FINANCIAL INC.

AND

IN THE MATTER OF

SUN LIFE ASSURANCE COMPANY OF CANADA

AND

IN THE MATTER OF

SUN LIFE CAPITAL TRUST

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker", and collectively the "Decision Makers") in each of Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, Newfoundland and Labrador, the Northwest Territories and Nunavut (the "Jurisdictions") has received an application from Sun Life Financial Inc. ("SLF"), Sun Life Assurance Company of Canada ("Sun Life Assurance") and Sun Life Capital Trust (the "Trust") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation"), that the requirements contained in the Legislation to:

(a) file annual certificates ("Annual Certificates") with the Decision Makers under section 2.1 of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("MI 52-109"); and

(b) file interim certificates ("Interim Certificates" and together with the Annual Certificates, the "Certification Filings") with the Decision Makers under section 3.1 of MI 52-109;

shall not apply to the Trust, subject to certain terms and conditions;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions;

AND WHEREAS pursuant to a Mutual Reliance Review System ("MRRS") decision document dated March 14, 2002 (the "Previous Decision"), the Trust is exempted, on certain terms and conditions, from the requirements of the securities legislation in the jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia and Newfoundland and Labrador (the local securities regulatory authorities or regulators in such jurisdictions, collectively, the "Previous Decision Makers") concerning the preparation, filing and delivery of (i) interim and annual financial statements with the Previous Decision Makers; (ii) an annual filing with the Previous Decision Makers in lieu of filing an information circular, where applicable; (iii) an annual report and an information circular with the Decision Maker in Quebec and delivery of such report or information circular to the security holders of the Trust resident in Quebec; and (iv) an annual information form ("AIF") and management's discussion and analysis ("MD&A") with the Decision Makers in Ontario, Quebec and Saskatchewan;

AND WHEREAS the Trust filed a notice dated April 29, 2004 with the applicable securities regulatory authorities or regulators under subsection 13.2(2) of National Instrument 51-102 Continuous Disclosure Obligations stating that it intends to rely on the Previous Decision to the same extent and on the same conditions as contained in the Previous Decision;

AND WHEREAS SLF, Sun Life Assurance and the Trust represented to the Decision Makers that:

SLF

1. SLF is a holding company incorporated under the Insurance Companies Act (the "ICA"), is a reporting issuer, or the equivalent, in each of the provinces and territories of Canada that provides for a reporting issuer regime and is not in default of any applicable requirements under the securities legislation thereunder.

Sun Life Assurance

2. Sun Life Assurance is a Canadian insurance company incorporated under the ICA, is a reporting issuer, or the equivalent, in each of the provinces and territories of Canada that provides for a reporting issuer regime and is not in default of any applicable requirements under the securities legislation thereunder.

Sun Life Capital Trust

3. The Trust is an open-end trust established under the laws of the Province of Ontario by The Canada Trust Company, as trustee, pursuant to a declaration of trust made as of August 9, 2001, as amended and restated on October 19, 2001, and as further amended and restated on June 25, 2002 (the "Declaration of Trust").

4. The beneficial interests of the Trust are divided into two classes of units, issuable in series, designated as Sun Life ExchangEable Capital Securities ("SLEECS") and Special Trust Securities ("Special Trust Securities" and, collectively with SLEECS, "Trust Securities"). The Special Trust Securities are held in their entirety by Sun Life Assurance.

5. The Trust was established solely for the purpose of effecting offerings of securities in order to provide Sun Life Assurance (and, indirectly, SLF) with a cost effective means of raising capital for Canadian insurance company regulatory purposes. The Trust does not and will not carry on any operating activity other than in connection with those offerings.

6. The Trust is a reporting issuer, or the equivalent, in each of the provinces and territories of Canada that provides for a reporting issuer regime and is not in default of any applicable requirements under the securities legislation thereunder.

SLEECS

7. The Trust has issued two series of SLEECS, SLEECS - Series A under a prospectus dated October 11, 2001 (the "Series A Prospectus") and SLEECS - Series B under a prospectus dated June 18, 2002 (the "Series B Prospectus").

8. The Trust has also issued 2,000 Special Trust Securities to Sun Life Assurance in connection with the issuance of the SLEECS - Series A.

9. The SLEECS -- Series A are listed on the Toronto Stock Exchange. The SLEECS -- Series B are not listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

10. The business objective of the Trust is to acquire and hold debentures, issued by Sun Life Assurance, which generate income for distribution to holders of the Trust Securities. The Trust currently holds a senior debenture issued by Sun Life Assurance in respect of the SLEECS - Series A and a senior debenture issued by Sun Life Assurance in respect of the SLEECS - Series B.

11. Except to the extent that distributions are payable to SLEECS holders and, other than in the event of termination of the Trust (as set forth in the Declaration of Trust), SLEECS holders have no claim or entitlement to the income of the Trust or the assets held by the Trust.

12. Because of the terms of the Trust, the return to a SLEECS holder depends upon the financial condition of SLF and Sun Life Assurance and not that of the Trust.

13. The Certification Filings are intended to improve the quality and reliability of (i) an issuer's interim financial statements and interim MD&A (collectively, the "Interim Filings") and (ii) an issuer's AIF, annual financial statements and annual MD&A (collectively, the "Annual Filings").

14. The Previous Decision exempts the Trust from filing its own Interim Filings and Annual Filings, provided that SLF and Sun Life Assurance file their Interim Filings and Annual Filings on the Trust's SEDAR profile, and therefore, it would not be meaningful or relevant for the Trust to have to make its own Certification Filings.

15. Investors in SLEECS are ultimately concerned about the affairs and financial performance of SLF and Sun Life Assurance, as opposed to that of the Trust itself, and therefore, it is appropriate that SLF's and Sun Life Assurance's Certification Filings be available to them on the same basis as the Interim Filings and Annual Filings of SLF and Sun Life Assurance.

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

AND WHEREAS 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 requirement contained in the Legislation:

(a) to file Annual Certificates with the Decision Makers under section 2.1 of MI 52-109; and

(b) to file Interim Certificates with the Decision Makers under section 3.1 of MI 52-109;

shall not apply to the Trust for so long as:

(i) the Trust does not file its own Interim Filings and Annual Filings and SLF and Sun Life Assurance file their Interim Filings and Annual Filings on the Trust's SEDAR profile in accordance with the Previous Decision;

(ii) SLF and Sun Life Assurance file with the Decision Makers, in electronic format under the Trust's SEDAR profile, the documents listed in clauses (a) and (b) above of this Decision, at the same time as they are required under the Legislation to be filed by SLF and Sun Life Assurance;

(iii) SLF and Sun Life Assurance remain reporting issuers, or the equivalent, under the Legislation;

(iv) all outstanding securities of the Trust are either SLEECS or Special Trust Securities;

(v) the rights and obligations of holders of additional series of SLEECS are the same in all material respects as the rights and obligations of the holders of SLEECS - Series A and SLEECS -- Series B at the date hereof;

(vi) all issued and outstanding Special Trust Securities continue to be directly or indirectly owned by SLF; and

(vii) the Trust pays all applicable filing fees that would otherwise be payable by the Trust in connection with the filing of the documents referred to in clauses (a) and (b) above of this Decision;

and provided that if a material adverse change occurs in the affairs of the Trust, this Decision shall expire 30 days after the date of such change.

May14, 2004.

"Erez Blumberger"