Theofanis, Steve - NI 45-106 Prospectus and Registration Exemptions, s. 1(1)(v) "accredited investor

Headnote

Application for recognition as an accredited investor pursuant to paragraph (v) of the definition of accredited investor in section 1.1 of National Instrument 45-106 - Prospectus and Registration Exemptions -- Applicant meets the proficiency requirements to be registered as both a security adviser and an investment counsel and portfolio manager pursuant to Ontario Securities Commission Rule 31-502 - Proficiency Requirements for Registrants -- Applicant could satisfy the definition of an accredited investor for the purposes of National Instrument 45-106 - Prospectus and Registration Exemptions if Applicant were to apply for registration as an adviser, or as a registered representative of a registered adviser under the Securities Act (Ontario) and immediately thereafter surrender such registration on the basis that the Applicant would be a former representative -- Applicant recognized as an accredited investor under National Instrument 45-106 - Prospectus and Registration Exemptions provided -- Recognition expires in two years.

Applicable Legislative Provisions

National Instrument 45-106 Prospectus and Registration Exemptions.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 45-106 -- PROSPECTUS

AND REGISTRATION EXEMPTIONS

(the Instrument)

AND

IN THE MATTER OF

STEVE THEOFANIS

RECOGNITION ORDER

(PARAGRAPH (v) OF THE DEFINTION OF

"ACCREDITED INVESTOR" IN

SECTION 1.1. OF THE INSTRUMENT)

UPON the application (the Application) of Mr. Steve Theofanis (the Applicant) filed with the Ontario Securities Commission (the Commission) for recognition as an accredited investor pursuant to paragraph (v) of the definition of "accredited investor" in section 1.1 of the Instrument;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON it being represented by the Applicant to the Commission that:

1. The Applicant is currently a Managing Director, Private Fixed Income at Sun Life Assurance Company of Canada (Sun Life). Sun Life is a financial intermediary regulated by the Office of the Superintendent of Financial Institutions (Canada). The Applicant holds the Chartered Financial Analyst designation as well as a Masters of Business Administration;

2. The Applicant filed the Application with the Commission on August 22, 2006 requesting recognition by the Commission as an "accredited investor";

3. Paragraphs (d) and (e) of the definition of "accredited investor" in section 1.1 of the Instrument include advisers and representatives or former representatives thereof;

4. In Ontario, OSC Rule 31-502 Proficiency Requirements for Registrants (the Rule) sets out the requisite proficiency requirements for dealers and advisers. Part 3 of the Rule sets out the proficiency requirements for advisers;

5. The Applicant meets the proficiency requirements to be registered as both a security adviser pursuant to paragraph 3.1(1)(b) of the Rule and an investment counsel and portfolio manager pursuant to paragraph 3.2(1)(b) of the Rule;

6. The Applicant is not required to be registered under the Act as an adviser or dealer in order to carry out his duties as a Managing Director, Private Fixed Income at Sun Life;

7. The Applicant submits that the Applicant could satisfy the definition of an "accredited investor" for the purposes of the Instrument if the Applicant were to apply for registration as an adviser, or as a registered representative of a registered adviser, in the categories of "securities adviser" or "investment counsel" and "portfolio manager" under the Act, and, then, immediately thereafter surrender such registration, but still continue to satisfy the definition of an accredited investor, on the basis of paragraphs (d) and (e) of the definition of "accredited investor" in section 1.1 of the Instrument on the basis that the Applicant would be a former representative;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

NOW THEREFORE the Commission recognizes the Applicant as an accredited investor under the Instrument provided that this recognition order expires two years from the date of this order, unless earlier renewed.

DATED October 16, 2007.